The SARL is managed by one or more managers and does not require a board of directors and it is now not necessary to go to a notary’s office to prepare the deed of incorporation. Businesses may now set up by way of private deed. In order to support entrepreneurs this process, the Government will make available to entrepreneurs, standard articles of incorporation under private seal. Except for these particularities, the rules applicable to the SARL are similar to those applicable to the limited company. • A Limited Company (Société Anonyme) (SA) Two forms: An SA is the most commonly used vehicle for large investments and may be fully-owned by foreign nationals. It requires a minimum capital of F.CFA 10 million. An SA may be administered by a managing director if it has one to three shareholders. If the company has more than three shareholders, it must have between three and twelve directors, who are assisted by a general manager. An SA is registered at the corporate registry upon presentation of its articles of association, proof of the subscription and payment for its shares, and the administrative documents relating to its shareholders and directors. The incorporation process is completed by publication of a notice of incorporation in a legal gazette. • A Private Limited Company Ivorian law recognises the principle of transferability of the shares of a private limited company, which may be effected by simple delivery or by endorsement. A share purchase agreement is essential for the closing of this type of transaction, and the prior approval of the existing shareholders is a common requirement. The shares of companies that are not publicly traded are generally certified. Consequently, the transfer of shares will vary depending on whether the shares to be transferred are bearer or registered shares. - Private Limited Company - Public Limited Company
• A Public Limited Company The acquisition of the shares of a company that are publicly traded is organized under the authority of the Regional Stock Exchange (Bourse Régionale des Valeurs Mobilières, BRVM). Completed transactions are cleared and settled according to the general regulation and procedures of the Central Securities Depositary (Dépositaire Central, DC) and/or the Clearing House (Banque de Règlement, BR). • A Simplified Joint-stock Company ( Société par Action Simplifiée) (SAS) The SAS offers a lot more flexibility to shareholders and executives than an SA, and subject to mandatory rules, the articles of association can freely provide the organization, management and operation of the company: the SAS can be incorporated without minimum share capital and can have as many shareholders as legal persons and also natural persons. • An Economic Interest Grouping or Groupement d’Interet economique (GIE) An economic interest group has legal personality. It may be incorporated without share capital and allows its members (minimum of two) to put in place all the means necessary to facilitate or develop their economic activities for a specified period. Its activity shall mainly be connected with the economic activity of its members and cannot be of an auxiliary nature in relation thereto. • A Joint-venture or Société en Participation A joint-venture is not registered and the partners freely agree on the object, duration, conditions of functioning, rights of partners and termination, under the condition that there being no derogation from the common mandatory rules applicable to companies, with the exception of those relating to corporate personality. Incorporation Procedure 1 Côte d’Ivoire launched a One Stop Centre for business registration ( CEPICI ), which allows entrepreneurs to register with the commercial registrar (Registre du Commerce et du Crédit Inmobilier) , the tax authority (Direction Générale d’Impots) and the social security institute (Caisse Nationale de Prévoyance Sociale) .
1 Cost and timeframe are based on typical experiences for the incorporation of limited liability companies. These will vary depending on the specifics of each incorporation and may not be relevant for highly regulated sectors.
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