⚖️ Compare the 8 OHADA legal forms — SCI · SARL · SA · SNC · SCS · SAS · GIE · Liaison office · Get advice →
8 OHADA legal forms · Côte d'Ivoire
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SCI, SARL, SA, SNC, SCS, SAS, GIE or liaison office — compare the 8 legal forms on organisation, tax, liability and management to make the right choice.
Click a legal form to highlight it in the table
🏠
SCI
Real estate
🏢
SARL
Versatile
🏛️
SA
Large company
🤝
SNC
Jointly liable
⚖️
SCS
Mixed
🚀
SAS
Flexible
🌐
GIE
Cooperation
🏗️
Liaison office
Subsidiary
Yes / Included
No / Excluded
Conditional / Partial
* 2 of 3 criteria: Total assets > 150 M · Turnover > 250 M · Headcount > 50| Criterion | 🏠 SCI Real estate | Popular 🏢 SARL Versatile | 🏛️ SA Large company | 🤝 SNC Jointly liable | ⚖️ SCS Mixed | 🚀 SAS Flexible | 🌐 GIE Cooperation | 🏗️ Liaison office Subsidiary |
|---|---|---|---|---|---|---|---|---|
| ORGANISATION | ||||||||
| Number of founding partners | 1 or more | 1 or more | 2 or more | 2 or more | 2 or more | 1 or more | 2 or more | Depends on parent company |
| Minimum share capital | Free | Free | ≥ 10 M FCFA | Free | Free | Free | Not required | No capital |
| Legal representative | Manager | Manager | CEO + Board or Management Board | Manager | General partner manager | President | Administrator | Appointed representative |
| Change of management | Majority vote | Majority vote | Majority vote | Unanimous vote | Majority vote | Majority vote | Majority vote | Parent company decision |
| Statutory auditor | If ≥ 2 of 3 criteria * | If ≥ 2 of 3 criteria * | Mandatory from incorporation | If ≥ 2 of 3 criteria * | If ≥ 2 of 3 criteria * | If ≥ 2 of 3 criteria * or contributions in kind | If ≥ 100 employees or bond issue | Depends on parent company |
| Annual AGM mandatory | By decision | |||||||
| TYPE OF ACTIVITY | ||||||||
| Main activity | Civil (real estate) | Civil or commercial | Civil or commercial | Commercial | Commercial | All, with exceptions | Commercial, civil, agricultural | Non-commercial (prospecting, liaison) |
| Turnover ceiling | None | None | None | None | None | None | None | None |
| Excluded sectors | Purely commercial activities | None | None | None | None | Insurance, tobacco, savings | None | Direct sales, own invoicing |
| LIABILITY | ||||||||
| Partners' liability | Proportional to shares (unlimited) | Limited to contributions | Limited to contributions | Joint and unlimited | General partners: unlimited Limited partners: limited | Limited to contributions | Joint and unlimited | Parent company fully liable |
| Protection of personal assets | Partial | Partial | Parent company liable | |||||
| Types of contributions accepted | Cash, in kind, services | Cash, in kind, services | Cash, in kind only | Cash, in kind, services | Cash, in kind, services | Cash, in kind only | Cash, in kind, services | Depends on parent company |
| TAX | ||||||||
| Applicable tax regime | No profit tax outside commercial activity (property income) | Corporate income tax mandatory (25%) | Corporate income tax mandatory (25%) | Each partner taxed on their share | General partners taxed on their share · company on the remainder | Corporate income tax mandatory (25%) | Each member taxed on their share | No CIT without profit-making activity |
| Deductibility of executive pay | ||||||||
| VAT applicable | If taxable services | |||||||
| Profits taxed at partner level (pass-through) | Out of scope (civil activity) | General partners only | ||||||
| Taxable dividends | No dividends | |||||||
| SOCIAL SECURITY | ||||||||
| Social security status of majority manager | Self-employed (non-salaried) | Self-employed (non-salaried) | Treated as employee | Self-employed | Self-employed | Treated as employee | Self-employed | Treated as employee |
| CNPS cover possible | If minority | If minority | As self-employed (TNS) | |||||
| Hiring employees | ||||||||
| Mandatory social security contributions | ||||||||
| FORMATION & MANAGEMENT | ||||||||
| Ease of setup | ⭐⭐⭐ | ⭐⭐⭐⭐ | ⭐⭐ | ⭐⭐⭐ | ⭐⭐⭐ | ⭐⭐⭐⭐ | ⭐⭐⭐ | ⭐⭐⭐⭐ |
| Estimated setup cost | 100–300K FCFA | 100–300K FCFA | 200K–1M FCFA | 100–300K FCFA | 100–300K FCFA | 100–300K FCFA | 100–300K FCFA | 100–400K FCFA |
| Mandatory RCCM filing | ||||||||
| Registration time (working days) | 15–20 j | 5–10 j | 15–20 j | 15–20 j | 15–20 j | 15–20 j | 15–20 j | 15–20 j |
| Amendments to the articles | AGM + RCCM | AGM + RCCM | EGM + RCCM | Unanimous AGM | AGM | AGM + RCCM | AGM | Parent company approval |
| Transfer of shares | Free between partners · approval for a third party | Partners’ approval | Free (unless approval clause) | Unanimous approval | Unanimity (general partners) · articles (limited partners) | Per articles (approval, pre-emption) | Approval | Not applicable |
| Dissolution | EGM (unanimity unless articles) | AGM + RCCM | EGM + liquidation | AGM + RCCM | AGM + RCCM | EGM + RCCM | AGM + RCCM | Parent decision |
This table presents the general rules of the OHADA Uniform Act that apply in Côte d'Ivoire. Some sector-specific rules may apply. Deleky's advises you on the best choice for your exact situation.
Quick guide
Which legal form for your situation?
You are starting alone or with one partner
SARL · SAS
Free capital, limited liability, quick setup. Ideal for trade, services, consulting.
You have a real estate project
SCI
Management and transfer of real estate between partners. Tax advantages on inheritance.
You are looking for investors
SAS · SA
Great flexibility in the articles for the SAS. The SA offers more credibility for large fundraising rounds.
You want to bring several companies together
GIE
Pool resources without merging. Producer groupings, professional associations.
You want to protect your personal assets
SARL · SAS · SA
Liability limited to contributions — your personal assets are protected from business debts.
You are a subsidiary of a group
Liaison office
Light structure to represent a foreign company without creating an independent entity.
FAQ
Frequently asked questions
The SARL (private limited company) is the most popular choice in Côte d'Ivoire for its flexibility, low setup cost and the protection it gives partners' personal assets. It suits most commercial activities and can be set up with a single partner (single-member SARL).
The SCI specialises in real estate management (acquisition, letting, property management). It cannot carry on a main commercial activity. The SARL is more versatile and can carry on almost any commercial or civil activity. If your project is about real estate, the SCI is suitable; otherwise, the SARL is generally preferable.
No. Startups often prefer the SAS (simplified joint-stock company) to raise funds, because it offers more flexibility in the articles and makes it easy for investors to come in. The SA is more restrictive (statutory auditor required from incorporation, minimum capital of 10M FCFA) but offers more credibility for large structures.
The Economic Interest Grouping (GIE) is a structure that allows separate businesses to pool resources to reach a common goal without merging. It is used for commercial cooperation, farmers' groupings or professional associations. It has no minimum capital and may or may not have legal personality.
Yes. After analysing your project, sector, tax situation and growth goals, our experts recommend the best legal form and handle the whole setup process: drafting the articles, RCCM filing, tax registration and opening a business bank account.
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