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🏢 Set up your SARL in Côte d'Ivoire — Deleky's handles all the formalities  · Get started now →
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Private Limited Company · OHADA

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

The SARL is the most popular legal form in Côte d'Ivoire. Free capital, limited liability, simple management — find out everything you need to know before you start.

Set up my SARL now See the steps
Formalities 100% handled
RCCM filing included
Tax registration
Up and running in 5–10 days
1+
Number of partners
Free
Share capital
5–10 j
Setup time
OHADA
Legal framework
The most popular in Côte d'Ivoire
SARL — The most popular legal form
For micro-businesses, SMEs, traders, craftspeople

What is a SARL?

The Private Limited Company (SARL) is the most widespread commercial legal form in Côte d'Ivoire. It is governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groupings (AUSCGIE).

The SARL is a company whose main feature is to limit the partners' liability to their contributions. If it runs into financial difficulty, creditors cannot seize the partners' personal assets beyond what they contributed to the company.

A SARL can be formed by a single person (single-member SARL, or SARLU) or by several partners, with no maximum number. Partners can be individuals or legal entities.

Key characteristics

Here are the essential characteristics of the SARL as defined by the OHADA Uniform Act:

CriterionApplicable rule
Company nameFree — may include a person's name or a trade name
Number of partners1 or more partners (individuals or legal entities)
Minimum share capitalNo legal minimum — set freely by the articles
Division of capitalCompany shares (not freely transferable like stock)
Partners' liabilityLimited to contributions — personal assets protected
Legal representativeManager (an individual, partner or not)
Tax regimeCorporate income tax mandatory (25%), whatever the business purpose — art. 3 of the Tax Code
Social security regime of the managerSelf-employed if majority · Treated as employee if minority or equal
Statutory auditorMandatory if 2 of the 3 thresholds are exceeded: Total assets >150M · Turnover >250M · Headcount >50
Share transfersPartners' approval required (unless the articles provide otherwise between partners)
RCCM filingMandatory — registration time: 5 to 10 working days

How it works

The partners

The partners in a SARL hold company shares. Unlike the shares of an SA, SARL shares are not freely transferable: transferring them to a third party generally requires the approval of a majority of partners holding at least half of the shares.

  • Any individual, adult or minor (represented by their legal guardian)
  • Any legal entity (company, association) making a contribution
  • Ivorian residents and non-residents, foreign nationals

The manager

A SARL is managed by one or more managers, who are individuals and may or may not be partners. The manager legally represents the company towards third parties and the authorities.

Important: The manager's social security status depends on their shareholding. A manager holding more than 50% of the shares is self-employed. A manager holding less than 50% is treated as an employee, with social protection closer to that of employees.

Collective decisions

Major decisions are taken at the partners' meeting. Depending on their nature, they require different majorities:

  • Ordinary decisions: simple majority (>50% of shares)
  • Amendments to the articles: qualified majority (2/3 of the shares in principle)
  • Transfer of shares to a third party: majority holding at least 50% of the shares

Pros & Cons

✅ Advantages
Partners' liability limited to their contributions — personal assets protected
Free share capital — no minimum required by OHADA law
Flexible structure suited to companies of all sizes
Possible with a single partner (single-member SARL)
Simple management by a manager, with no board of directors required
Credibility with banks, suppliers and clients
Profit tax at 25%, with lighter regimes depending on turnover (TEE, micro-enterprises, simplified real regime)
⚠️ Points to watch
Shares not freely transferable — partners' approval often required
Operating rules strictly governed by the OHADA Uniform Act
Less flexible than the SAS for bringing in investors
Statutory auditor required above certain thresholds
Majority manager: self-employed status (social contributions differ from an employee's)
Despite its constraints, the SARL remains the best fit for the vast majority of business projects in Côte d'Ivoire, especially for traders, craftspeople, service providers and small industries.

The 8 steps to set up your SARL

Here is the full process to register your SARL in Côte d'Ivoire. Deleky's handles all these steps for you.

1
Choosing the company name
Check that the trade name is available with the RCCM and choose the official name of your SARL.
2
Drafting the articles
Drafting the articles of association in line with the OHADA Uniform Act — corporate purpose, capital, management, share transfers.
3
Share capital deposit
Opening a blocked bank account and depositing the cash contributions — obtaining the deposit certificate.
4
RCCM registration
Filing of the complete file with the Trade and Personal Property Credit Register and obtaining the RCCM number.
5
DGI tax registration
Obtaining the Taxpayer Account Number (NCC) and the tax regime from the Directorate General of Taxes.
6
CNPS registration
Registration of the company and the manager with the National Social Security Fund (CNPS) if employees are planned.
7
Opening the bank account
Release of the final bank account and opening of the company's business account.
8
Start of business
Your SARL is up and running — Deleky's takes over your accounting from the very first month.

Tax & Social Security

Tax regime of the SARL

By default, the SARL is subject to Corporate Income Tax (IS) at 25% in Côte d'Ivoire. The applicable regime depends on turnover:

  • Turnover 5 to 50M FCFA → Entrepreneur State Tax (TEE) — 5% of turnover (4% for trading), replacing profit tax, business licence tax and VAT
  • 50 to 200M FCFA → Micro-enterprise regime — tax of 6% of turnover (4% with an approved centre or a partner chartered accountant), no VAT
  • 200M < Turnover < 500M FCFA → Simplified real regime (RSI) — profit tax 25% + VAT 18%
  • Turnover > 500M FCFA → Normal real regime (RNI) — profit tax 25% (minimum IMF: 0.5% of turnover, at least 3M FCFA) + VAT 18% + full financial statements

Withholding taxes

Whatever the size of the SARL, some withholding taxes are mandatory: on service providers' fees, rent, dividends paid to partners and salaries (ITS). Deleky's handles all these filing obligations.

Social security status of the manager

Majority manager (>50%)
Self-employed status
CNPS contributions as self-employed
No payslip
Minority or equal manager
Treated as employee
Payslip + CNPS employee scheme
Social protection close to employees

Frequently asked questions

Setting up a SARL generally takes 5 to 10 working days for RCCM registration, provided the file is complete. When you entrust the setup to Deleky's, we handle the whole process and you get your RCCM as quickly as possible.
The OHADA Uniform Act sets no minimum capital for a SARL. The capital can be symbolic (theoretically 1 FCFA), but very low capital can undermine the company's credibility with banks and partners. We advise an amount suited to your activity.
Yes. The single-member SARL (SARLU) allows one individual or legal entity to be the sole partner. The operating rules are the same as for a standard SARL, with some adjustments for holding meetings.
A manager is a majority manager if they hold, alone or with other managers, more than 50% of the capital. Their social security status is then self-employed: they contribute to the CNPS as an independent. A minority or equal manager is treated as an employee and contributes like one, with social protection closer to that of employees.
Yes. We handle the whole process: choice of company name, drafting the articles, capital deposit, RCCM registration, DGI tax registration and CNPS registration. You just sign the documents; we take care of the rest.

Ready to set up your SARL?
Deleky's handles everything for you

Articles, RCCM, DGI, CNPS — full formalities in 5 to 10 working days. You sign, we handle it.

Set up my SARL now Compare legal forms
RCCM included
DGI + CNPS
5–10 days