Best Corporate & Commercial Lawyers in Burkina Faso

About Corporate & Commercial Law in Burkina Faso

Corporate and commercial law in Burkina Faso governs how businesses are formed, operate, and interact with other entities, including individuals, other companies, and government agencies. As a member of the Organization for the Harmonization of Business Law in Africa (OHADA), Burkina Faso’s framework is largely shaped by harmonized regional business laws. This legal field covers company formation and registration, mergers and acquisitions, contracts, commercial transactions, joint ventures, and compliance with regulatory requirements. Understanding the local and regional legal landscape is essential for both domestic and international businesses operating in Burkina Faso.

Why You May Need a Lawyer

There are many situations in which you may need a corporate and commercial lawyer in Burkina Faso. These include:

• Setting up or registering a company or subsidiary
• Drafting, reviewing, or negotiating contracts
• Handling mergers, acquisitions, or restructuring
• Resolving business disputes or commercial litigation
• Ensuring compliance with OHADA and local regulations
• Advising on tax concerns related to business operations
• Protecting intellectual property and company assets
• Conducting due diligence for investments or partnerships

A qualified lawyer can help you navigate the complexities of local procedures and avoid common pitfalls that could result in fines or legal challenges.

Local Laws Overview

The corporate and commercial legal system in Burkina Faso is largely governed by OHADA laws, which help standardize business laws across several African countries. Some relevant laws and regulations include:

• Company Formation and Registration - All companies must be registered with the Trade and Personal Property Credit Register (Registre du Commerce et du Crédit Mobilier, RCCM).
• Types of Companies - The most common company forms include Société à Responsabilité Limitée (SARL) for limited liability companies, and Société Anonyme (SA) for public limited companies.
• Corporate Governance - Companies are required to abide by rules concerning director duties, shareholder rights, and regular reporting.
• Commercial Contracts - Contracts are governed by both local civil law and OHADA’s Uniform Act on General Commercial Law, which sets standards for contract validity and enforcement.
• Taxation - Businesses must comply with local tax laws administered by national authorities, including Value-Added Tax (VAT), corporate income tax, and other levies.
• Dispute Resolution - Commercial disputes may be settled through local courts or arbitration, with specific procedures set by OHADA.
• Foreign Investment - Certain sectors may have restrictions for international investors, and compliance with investment codes is required.

Frequently Asked Questions

What is required to register a company in Burkina Faso?

To register a company, you need to prepare your articles of association, pay the necessary fees, and register with the RCCM. Identification, proof of address, and capital deposit documents are generally required, and the process usually takes a few weeks.

Can a foreigner own a business in Burkina Faso?

Yes, foreigners are allowed to own and operate businesses, with some restrictions in certain regulated sectors. All businesses must comply with investment codes and relevant local requirements.

What are the main forms of companies available?

The primary business entities are the Société à Responsabilité Limitée (SARL) - a limited liability company - and Société Anonyme (SA) - a public limited company. Other options include partnerships and branches of foreign companies.

How are commercial contracts regulated?

Commercial contracts are governed by OHADA’s Uniform Act and local laws. They must meet requirements regarding consent, capacity, and lawful object to be legally enforceable.

What taxes do companies have to pay?

Common taxes include corporate income tax, Value Added Tax (VAT), and payroll taxes. Some industries may have additional sector-specific levies.

How are commercial disputes resolved?

Disputes can be resolved through local courts or alternative dispute resolution methods such as arbitration. OHADA provides an Arbitration Center to facilitate cross-border and commercial dispute resolution.

Are there special rules for joint ventures or mergers?

Yes, specific regulations apply to joint ventures and mergers, including mandatory notifications and merger controls. Legal advice is strongly recommended to ensure compliance.

What are the annual compliance requirements for companies?

Companies must hold annual general meetings, submit financial statements, and keep up to date registration information with the RCCM. Failure to comply may lead to penalties or deregistration.

How does intellectual property protection work?

Intellectual property is protected mainly through registration with the African Intellectual Property Organization (OAPI), of which Burkina Faso is a member. Copyright, patents, and trademarks are recognized, but formal registration is recommended for enforcement.

Is it necessary to consult a lawyer before starting a business?

Consulting a lawyer is highly advisable to ensure your business complies with all legal requirements and to help you avoid costly mistakes when drafting foundational documents and contracts.

Additional Resources

For those seeking further information or assistance, the following organizations and governmental bodies can be particularly helpful:

• Ministry of Commerce, Industry and Handicrafts (Ministère du Commerce, de l’Industrie et de l’Artisanat)
• Trade and Personal Property Credit Register (Registre du Commerce et du Crédit Mobilier, RCCM)
• National Agency for Investment Promotion (Agence de Promotion des Investissements du Burkina Faso, API-BF)
• Chamber of Commerce and Industry of Burkina Faso (Chambre de Commerce et d’Industrie du Burkina Faso)
• African Intellectual Property Organization (OAPI)
• OHADA (Organization for the Harmonization of Business Law in Africa)
• Local bar associations for lawyer referrals and information

Next Steps

If you need legal assistance in the area of corporate and commercial law in Burkina Faso, consider the following actions:

• Prepare an outline of your business plans or legal questions
• Gather all relevant documents, including identification, business plans, and any contracts or correspondence
• Contact a lawyer or a reputable law firm with experience in corporate and commercial law in Burkina Faso
• If needed, reach out to governmental agencies or the Chamber of Commerce for official guidelines on business setup and compliance
• Stay informed about any regulatory changes that may affect your business

Taking these steps will help ensure that your business is compliant with local laws and positioned for long-term success.