1. About Investment & Business Structuring Law in Burkina Faso
Investment & business structuring law in Burkina Faso governs how individuals and companies create, organize, and operate businesses within the country. It covers corporate formation, ownership structures, foreign participation limits, licensing requirements, and incentives intended to attract investment. The framework is designed to balance investor protections with local economic goals and regulatory oversight.
In practice, entrepreneurs typically structure a Burkina Faso venture through common corporate forms such as a Société à Responsabilité Limitée (SARL) or Société Anonyme (SA). Foreign investors may review sector-specific rules, approval requirements, and local partnership expectations before choosing a structure. Lawyers help ensure that ownership, governance, and repatriation of profits comply with national law and WAEMU standards.
Investment climate reforms in Burkina Faso aim to attract domestic and foreign investment and align with WAEMU standards. Source: World Bank - Burkina Faso overview.
Source: World Bank, Burkina Faso overview (worldbank.org).
2. Why You May Need a Lawyer
Keep in mind these concrete scenarios where legal counsel is essential in Burkina Faso. Each scenario reflects typical regulatory hurdles and practical steps in real-world projects.
- You plan to form a mining venture with a local partner and must negotiate a joint venture or concession agreement. A lawyer can draft and review partnership terms, ensure compliance with sector regulations, and prepare the necessary investment declarations for authorities.
- You want to convert or restructure an existing business to expand foreign ownership while meeting local content and governance requirements. A solicitor can advise on the appropriate corporate form, amendment filings, and cross-border tax implications.
- You intend to apply for sector-specific licenses or approvals, such as manufacturing, agribusiness, or energy projects. Legal counsel helps identify the exact permits, timelines, and submission documents to avoid delays.
- Your plan involves repatriating profits or managing cross-border payments. A lawyer can map out the tax and foreign-exchange rules that apply and coordinate with the relevant authorities.
- You are negotiating a joint venture, distribution, or franchise with a Burkinabé partner. A lawyer drafts the agreement with clear governance, exit, and dispute-resolution provisions to protect your interests.
- You need to dissolve, merge, or restructure entities across jurisdictions. A practitioner guides you through the regulatory steps, notice periods, and creditor protections to prevent gaps in compliance.
3. Local Laws Overview
The following laws and regulations most often influence Investment & Business Structuring in Burkina Faso. They set the baseline for corporate formation, taxation, and investor protections. Always verify the latest official texts, as reforms occur through ministerial orders and decrees.
- Code des Investissements (Investment Code) - Establishes the framework for investment incentives, eligibility criteria, and procedures for obtaining approvals and incentives. Recent updates have aimed at simplifying clearance processes and aligning with WAEMU standards; consult the Journal Officiel for the precise dates and texts.
- Code des Sociétés et des Associations (Corporate and Associations Code) - Regulates company formation, governance, capital requirements, lifecycles of SARL and SA structures, share transfers, and dissolution. This code is central to structuring ownership and management in Burkina Faso.
- Code Général des Impôts (General Tax Code) - Governs corporate income tax, value-added tax, withholding taxes, and tax filing obligations. Tax rules interact with incentives under the Investment Code, so planning with a tax attorney is essential.
Recent changes in Burkina Faso's investment and business law focus on improving the ease of doing business and enhancing transparency. Reforms typically appear through ministerial orders and amendments to the Investment Code to better fit WAEMU norms and international best practices. For the latest enacted text, consult the official publications and the World Bank and UNCTAD analyses for context.
Burkina Faso's investment policy reforms have emphasized simplifying investment approvals and aligning incentives with regional standards. Source: UNCTAD - Investment Policy Review Burkina Faso.
Source: UNCTAD - Investment Policy Review Burkina Faso (unctad.org).
4. Frequently Asked Questions
What is the basic process to establish a Burkinabé company as a foreign investor?
Begin with choosing a corporate form (SARL or SA) and gather identification, business plan, and share structure documents. File incorporation papers with the appropriate registry and obtain any sector licenses. A local attorney can coordinate filings and ensure compliance with the Investment Code.
What is the difference between a SARL and an SA in Burkina Faso?
A SARL typically has limited liability with a smaller number of shareholders, while an SA is suited for larger ventures with more complex governance. The SARL often has simpler management and reporting requirements, whereas the SA requires more formal board structures and oversight.
How much does it cost to set up a company in Burkina Faso?
Costs vary by form and sector, including registration fees, notary costs, and legal fees. Expect some upfront administrative fees plus ongoing annual filing and tax obligations. A lawyer can provide a detailed budget based on your chosen structure and sector.
How long does it take to obtain a business license or investment incentives?
General registration can take several weeks, with sector-specific licenses potentially extending timelines. The Investment Code reforms aim to shorten processes, but exact durations depend on the sector and authorities involved.
Do I need a local partner to invest in Burkina Faso?
Some sectors encourage local participation, and certain licenses may require a Burkinabé partner or local representation. A lawyer can assess sector specifics and help structure ownership to meet regulatory expectations.
Can a foreign investor own 100 percent of a Burkinabé company?
Full foreign ownership is possible in many sectors, subject to regulatory approvals, sector restrictions, and licensing requirements. Certain areas may impose local participation rules or performance obligations.
What documents are typically needed to register a new entity?
Common documents include passport copies of shareholders, a business plan, proof of address, police clearance for directors, and proposed articles of association. A local counsel helps tailor a package to your sector and form.
What is the process to obtain sector licenses for manufacturing or mining?
Manufacturing and mining require sector-specific approvals, environmental assessments, and possibly government concessions. A lawyer coordinates applications, ensures compliance with environmental and labor rules, and liaises with competent authorities.
How long does it take to bring a foreign-owned business to operation in Burkina Faso?
From formation to first operations, a typical timeline spans 6 to 12 weeks for standard commercial activities. Complex ventures such as mining or large-scale energy projects may require longer due diligence and approvals.
Is there a minimum capital requirement for new companies?
Capital requirements depend on the chosen corporate form and sector. In many cases, there is no fixed minimum for a SARL, but some licenses or banks may impose thresholds. A lawyer can confirm current requirements for your case.
Should I expect significant differences in compliance for expatriates working in Burkina Faso?
Yes. Work permits, residence permits, and employer sponsorship are typically required for expatriate staff. Your legal counsel can map out the sequence and the documents needed for timely immigration compliance.
Do I need to engage a local attorney for investment structuring?
Engaging a Burkinabé-licensed attorney is highly advisable. A local counsel understands regulatory nuances, filing timelines, and local expectations, reducing risk of delays and penalties.
5. Additional Resources
6. Next Steps
- Define your investment objective and sector focus, including whether you plan manufacturing, services, mining, or agriculture. This clarifies regulatory pathways and incentives.
- Choose an appropriate business structure (SARL, SA, or branch) with a Burkinabé-registered lawyer to balance governance, liability, and tax considerations.
- Gather essential documents such as shareholder identities, address proofs, and a clear business plan to support the incorporation and license applications.
- Engage a Burkinabé-licensed attorney to assess sector-specific requirements and draft key documents (articles of association, shareholder agreements, and licenses).
- Submit incorporation and licensing packets to the relevant authorities, while tracking timelines and responding promptly to any requests for additional information.
- Obtain and review any incentive approvals under the Investment Code, ensuring documentation aligns with WAEMU standards and local content rules.
- Finalize employment and immigration plans for expatriate staff, including work permits and residence procedures if you will hire non-residents.
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Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.
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