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🏗️ Liaison Office / Subsidiary — Foreign company · Subsidiary · Liaison office · OHADA · Côte d'Ivoire · Get advice
Liaison Office / Subsidiary · OHADA

Set up your Liaison office in Côte d'Ivoire
Complete guide + formalities handled

A liaison office (or representative office) allows a foreign company to establish a legal presence in Côte d'Ivoire without setting up an independent company. It is the ideal structure for testing a market, prospecting or coordinating activities locally.

Set up my Liaison office nowSee the steps
  • Articles drafted by our experts
  • RCCM + DGI included
  • Accounting handled
  • Full formalities
No capital of its own — operates on the parent company's funds
Share capital
Extension of the foreign parent company
Partners / members
15–20 j
Setup time
OHADA
Legal framework
🏗️
Ideal for
Foreign companies · Testing the Ivorian market · WAEMU prospecting · Light subsidiaries

What is an Liaison office?

The Liaison Office / Subsidiary is a legal form governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groupings (AUSCGIE). A liaison office (or representative office) allows a foreign company to establish a legal presence in Côte d'Ivoire without setting up an independent company. It is the ideal structure for testing a market, prospecting or coordinating activities locally.

Deleky's supports you in setting up your liaison office and handles all RCCM, DGI and CNPS formalities in Côte d'Ivoire.

Key characteristics

CriterionApplicable rule
Legal natureExtension of the foreign parent company — not an independent entity
Share capitalNo capital of its own — operates on the parent company's funds
Permitted activitiesNon-commercial: prospecting, liaison, coordination, representation
Prohibited activitiesDirect sales, independent invoicing, generating its own revenue
Legal representativeRepresentative appointed by the parent company (resident in Côte d'Ivoire or not)
LiabilityThe parent company is fully liable for the office's acts
LifeLimited — renewable under Ivorian regulations
Tax regimeCorporate tax exemption if no profit-making activity · VAT not applicable
Social security obligationsCNPS for local employees · ITS on salaries
RCCM filingMandatory registration in Côte d'Ivoire — 15 to 20 working days

How it works

What is a liaison office?

A liaison office is not an independent company. It is a local branch of a foreign company that acts in the name and on behalf of the parent company, with no legal personality or assets of its own.

Permitted and prohibited activities

A liaison office can: prospect for clients, attend trade fairs and events, build business contacts, coordinate the parent company's operations in Côte d'Ivoire and monitor the market.

It cannot: sell products or services directly in its own name, issue invoices, generate its own revenue or act as an independent commercial company.

Permanent establishment risk: If the office goes beyond its representative role and starts carrying out commercial transactions, the Ivorian tax authorities may requalify it as a permanent establishment and subject it to corporate tax, even without formal registration.

Difference from a subsidiary

A subsidiary (a SARL or SA owned by the parent company) is an independent legal entity with its own capital, balance sheet and legal personality. It can carry on a full commercial activity and invoice in its own name. A liaison office has none of these characteristics.

Pros & Cons

✅ Advantages
Legal presence in Côte d'Ivoire without setting up an independent company with capital
Low structural cost — no minimum capital
Relatively simple compared with setting up a SARL or SA subsidiary
No corporate tax if the activity remains non-profit (prospecting, liaison)
Ideal for testing the Ivorian market before a larger investment
Protection of the brand and trade name in Côte d'Ivoire
⚠️ Points to watch
Cannot carry on a commercial activity or invoice in its own name
All liability rests with the foreign parent company
Limited duration — periodic renewals required
Less solid image than a SARL or SA subsidiary with local partners
Strict restrictions on activities — any drift can create a tax risk

Setup steps

Deleky's handles all of these formalities for you.

1
Parent company decision
The foreign company's management adopts a resolution authorising the opening of an office in Côte d'Ivoire.
2
Appointment of the representative
Appointment of a local representative in Côte d'Ivoire, who will be the official contact for the authorities.
3
Preparing the file
Parent company's articles and registration extract, translated and legalised · Power of attorney · Representative's engagement letter.
4
RCCM registration
Filing with the Abidjan Trade Register and obtaining the CI registration number.
5
DGI registration
Registration with the Directorate General of Taxes — even without a profit-making activity.
6
Opening a bank account
Opening a liaison account in Côte d'Ivoire to manage local expenses funded by the parent company.
7
CNPS registration
If local employees are hired, CNPS registration is mandatory.
8
Start of activities
The representative coordinates local activities. Deleky's handles accounting and legal obligations.
Start setting up my Liaison office

Taxation

Taxation of the liaison office

In principle, a liaison office is not subject to corporate tax as long as it does not carry on its own profit-making activity. However, it must register with the DGI and report the expenses incurred locally.

  • No corporate tax if the activity remains strictly non-commercial
  • VAT not applicable to local expenses (no invoicing of its own)
  • ITS on local employees' salaries
  • CNPS for local employees (employer + employee contributions)
  • Withholding tax on rent and fees paid locally
If your liaison office moves into commercial activity, Deleky's helps you convert it into a SARL or SA subsidiary, transferring all obligations and assets.

Frequently asked questions

What is the difference between a liaison office and a subsidiary?
A liaison office is an extension of the parent company with no legal personality of its own; it cannot carry on an independent commercial activity. A subsidiary (SARL or SA) is an independent company with its own capital and legal personality; it can invoice, sell and carry on any commercial activity.
Can a liaison office hire employees in Côte d'Ivoire?
Yes. The office can hire local staff for liaison, administrative or prospecting tasks. These employees must be registered with the CNPS and their salaries are subject to ITS. The office acts as employer on behalf of the parent company.
How long can a liaison office operate?
The duration is set in the registration document and can be renewed under Ivorian regulations. There is no fixed maximum duration, but periodic renewals are generally required.
Is a representative resident in Côte d'Ivoire required?
It is strongly recommended (and often required by the authorities) that the office's representative be an individual resident in Côte d'Ivoire. They will be the official contact for the RCCM, the DGI and the CNPS.
Can Deleky's manage a liaison office from start to finish?
Yes. We handle RCCM and DGI registration, set up social security obligations (CNPS, ITS), keep liaison accounts and file annual tax returns. We can also act as tax representative if needed.

Set up your liaison office with Deleky's
full formalities included

Articles · RCCM · DGI · CNPS · Accounting — 15 to 20 working days.

Set up my Liaison office nowCompare legal forms