What is a GIE?
The Economic Interest Grouping (GIE) is a legal form governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groupings (AUSCGIE). A GIE is a sui generis structure that allows existing businesses to pool certain resources to facilitate or develop their activity, without merging or creating a new, independent commercial entity.
Key characteristics
| Criterion | Applicable rule |
|---|---|
| Members | At least 2 individuals or legal entities — no maximum |
| Share capital | No minimum capital — can operate without capital |
| Purpose | To facilitate or develop its members' economic activity |
| Legal personality | Yes — the GIE is a legal entity separate from its members |
| Members' liability | Joint and unlimited — for the GIE's debts |
| Legal representative | Administrator appointed in the founding agreement |
| Tax regime | Tax transparency: profits taxed in the name of each member |
| Profits | Shared among members or reinvested |
| Statutory auditor | If ≥ 100 employees at year-end or if bonds are issued |
| RCCM filing | Required if legal personality is sought — 15 to 20 days |
How it works
A tool for cooperation, not a merger
A GIE is a legal entity separate from its members, but its purpose is strictly limited to facilitating or developing their economic activity. It cannot carry on an independent commercial activity unrelated to its members' business.
The administrator
A GIE is managed by one or more administrators appointed in the founding agreement. The administrator represents the GIE towards third parties and is responsible for carrying out the members' collective decisions.
Members' decisions
Each member has one vote unless the founding agreement provides otherwise. Major decisions may require unanimity, in particular changes to the founding agreement and the admission of new members.
Pros & Cons
Setup steps
Deleky's handles all of these formalities for you.
Taxation
Tax regime of the GIE
The GIE is subject to the regime of partnerships, i.e. tax transparency: profits are determined and reported by the grouping, then taxed in the name of each member in proportion to their rights, whether or not they are distributed (Tax Code and DGI tax doctrine).
- VAT at 18% under ordinary rules, including on operations with its members
- Business licence tax (patente) due by the GIE, which has its own legal personality
- Formation: fixed duty of 18,000 FCFA if the GIE is formed without capital
