Business in Togo

The formal business lifecycle in Togo usually begins with a business idea, market and location checks, a name or raison sociale search, a choice of legal form and preparation of the required documents. The Centre de Formalités des Entreprises (CFE), linked to the Chambre de Commerce et d’Industrie du Togo (CCIT), serves as a one-stop service for creation, amendments and dissolution. Applications can be submitted online through service-public.gouv.tg or physically. The CFE issues the Carte unique de création d’entreprise, which brings together the RCCM registration number, the NIF tax identification number and the CNSS social-security number. The RCCM is the Registre du Commerce et du Crédit Mobilier, the NIF identifies the business for tax administration, and CNSS refers to the Caisse Nationale de Sécurité Sociale. Registration does not automatically replace activity-specific licences or agréments. Togolese nationals, ECOWAS nationals and other foreigners with a valid residence status can use the formal registration process. Typical documents include an identity card, consular card or passport, a residence permit where required, a declaration sur l’honneur de non-condamnation, a location plan and a photograph. A marriage certificate may be required in some cases. A société also submits its statutes and relevant corporate minutes. The CFE is based at the CCIT in Lomé, but the procedure is intended for use nationally. At the research date, the stated fee for an entreprise individuelle was 25,400 FCFA for Togolese and ECOWAS nationals and 30,400 FCFA for other foreign nationals. The stated fee for a société was 28,250 FCFA or 33,250 FCFA respectively. Online submission may take about 5 to 15 minutes, and a complete CFE file is generally handled in less than four hours; published fees and processing times should be checked before filing. An entreprise individuelle is simpler to establish but does not separate the business from its owner in the same way as a company. OHADA company forms available through CFE practice include SNC, SCS, SARL, SARL U, SA, SAU, SAS, SASU and GIE. Cooperatives, SCI and SCP may also be relevant depending on the activity and CFE practice. The choice affects liability, ownership, governance, capital arrangements and the amount of tax and accounting work. Informal activity, called activité informelle, is a functional alternative used in practice, but it is not equivalent to formal registration for legal protection, enforceable contracts or access to public procurement. After registration, the business declares its existence and receives the tax treatment applied by the Office Togolais des Recettes (OTR) according to its legal form, activity and turnover. The Taxe Professionnelle Unique (TPU) can apply to natural persons with annual turnover up to 60,000,000 FCFA. Where applicable, TPU replaces business income tax, the minimum tax, patente and TVA, although exceptions include some BNC activities, industrial bakeries and import or export operations. For CFE-registered natural persons, TPU is not due during the first 24 months. From 1 January 2025, TVA generally applies above annual turnover of 100,000,000 FCFA. Businesses already subject to TVA under the previous lower threshold retain that status until 31 December 2027, while a voluntary TVA option binds the business for five years. Accounting duties depend on the tax regime. A business under TPU uses the SYSCOHADA Système Minimal de Trésorerie, while a business under the real regime uses SYSCOHADA-Normal. Records can include income and expenditure, receivables and payables, inventories and fixed assets, followed by annual accounts and tax returns. Supporting documents must be kept for at least ten years. The OTR GUDEF provides a central electronic process for annual financial-statement filing, and the business needs an account to use it. The business must declare its beneficial owners when filing its existence declaration or RCCM information and update changes without delay. The Registre des Bénéficiaires Effectifs (RBE) records control or ownership, identity, address, nationality and tax identification details. RBE documents must be retained for ten years. A cessation, suspension or transfer of a business or fonds must be reported within 15 days. Employers must register with CNSS within eight days of opening or acquiring a business with employees, or within eight days of the first hire. Employees also require registration within eight days. The stated total CNSS contribution for an employee is 21.5%, consisting of 17.5% from the employer and 4% from the employee. A self-employed worker is assessed at 21.5% of income, while the informal economy rate is stated as 19.5%. Support is available through the CCIT and its Espace Création d’Entreprises for business-model and business-plan checks, legal-form and tax guidance and referrals to Centres de Gestion Agréés. The Agence de Développement des Très Petites, Petites et Moyennes Entreprises (ADTPME) supports TPME development, structuring, digitalisation and training. PAJEC supports eligible young people, women and men, first-time enterprises, cooperatives, farmers’ organisations and existing or new TPME in five economic regions. Its programmes have specific calls and eligibility rules, and an application does not guarantee funding. The Code des investissements and API-ZF can provide a separate procedure for qualifying investments or zone-franche benefits; they are not the standard procedure for every business. Growth or restructuring may involve an expansion, amendment, transformation, transfer of shares or a business transfer, merger or division under OHADA rules. Changes to the name, registered office, managers or business purpose require updates through CFE and RCCM. A name change was listed at 10,000 FCFA for Togolese and ECOWAS nationals and 15,000 FCFA for other foreign nationals, with an estimated processing time of 5 to 15 minutes. Company amendments were currently shown as requiring a physical procedure. A name, address or ownership change can also affect OTR, RBE and CNSS records. Closing a business is different from temporarily stopping operations. Dissolution requires the registered minutes, the original Carte unique de création d’entreprise and identification at the CFE. The stated CFE fee is 2,000 FCFA and the processing time is about 5 to 10 minutes. The process leads to CFE and RCCM radiation and requires follow-up with OTR and CNSS. OHADA liquidation and publication duties depend on the legal form. CNSS cessation should be reported promptly to prevent further contribution questions or claims.