Best Investment & Business Structuring Lawyers in Lomé

1. About Investment & Business Structuring Law in Lomé, Togo

Investment and business structuring law in Lomé governs how individuals and companies form, reorganize, operate, and exit businesses in Togo. It covers company types, capital requirements, governance, licensing, and regulatory approvals for both local and foreign investors. The framework also addresses cross-border investment, repatriation of profits, and practical steps to align a project with Togolese policy priorities.

In Lomé, the legal landscape commonly involves corporate registration, licensing by sectoral authorities, and compliance with tax, labor, and environmental rules. Practical implementation often relies on administrative hubs and one-stop processes aimed at simplifying start-up requirements for investors. Understanding the interplay between company law, investment incentives, and regulatory approvals is essential for a smooth market entry.

Key jurisdictional concepts you will encounter include the Registre du Commerce et du Crédit Mobilier (RCCM), which records companies and their governing documents, and the role of the Centre Togolais des Investissements (CTI) or equivalent bodies in coordinating investment approvals. Foreign investors should also be mindful of currency and repatriation rules under the regional BCEAO framework for West Africa.

2. Why You May Need a Lawyer

These scenarios illustrate concrete needs for Investment & Business Structuring legal help in Lomé, Togo. Each is drawn from real-world considerations faced by investors and growing businesses in the capital city.

- Incorporating a Togolese company with foreign ownership requires drafting articles of association, shareholders agreements, and appointing directors in compliance with the Companies Code and RCCM filings. A lawyer ensures the documents meet local formality and protect minority interests.

- Negotiating a joint venture with a Togolese partner involves complex governance terms, transfer restrictions, and exit provisions. An attorney helps align the agreement with Togolese corporate law and provides risk assessments for both sides.

- Applying for investment incentives under the Investment Code requires preparing a formal investment project, financial projections, and environmental or social impact considerations. Legal counsel coordinates submissions to the competent ministries and tracks approval timelines.

- Acquiring property or securing rights to land for business purposes necessitates due diligence on land titles, encumbrances, and compliance with land use planning rules. A lawyer can verify title validity and structure the acquisition to minimize risk.

- Repatriation of profits or dividends must comply with currency controls and tax regulations. An attorney guides structuring options, document flows, and compliance with the West Africa monetary framework overseen by BCEAO.

- Restructuring a business group or converting between company forms (for example SARL to SA) requires careful drafting of resolutions, amendments to articles, and RCCM updates. A lawyer coordinates the regulatory steps and corporate governance updates.

3. Local Laws Overview

The Togolese framework for Investment & Business Structuring rests on a few core statutes and regulatory instruments. Here are the principal laws you will encounter, with notes on how they typically affect investment projects in Lomé.

• Code des Investissements (Investment Code) - Governs investment incentives, eligibility criteria, and the procedures for obtaining approvals and benefits. It is the primary statute that shapes how foreign and domestic investments are treated and how projects interface with the state for incentives and protections.
• Code des Sociétés et de l'Administration des Entreprises (Companies Code) - Regulates formation, governance, and dissolution of business entities such as SARL (limited liability company) and SA (joint stock). This code dictates capital requirements, board composition, and statutory filings with the RCCM.
• Code Général des Impôts (Tax Code) - Structures the taxation of corporate activities, including corporate income tax, value added tax, and withholding taxes. Tax compliance, deadlines, and reliefs are guided by this code and related regulations.

In practice, you will also encounter the RCCM (Registre du Commerce et du Crédit Mobilier) for company registration and the regulatory framework set by Togolese authorities. Online and in-person procedures have been modernized in recent years to support faster start-ups and ongoing compliance. For investment incentives, projects often interact with government bodies that coordinate policy support and sector-specific licenses.

Recent trends in Lomé point to digitalization and one-stop processes for business formation. These reforms aim to reduce entry times and improve transparency for investors. Keep in mind that sector-specific licencing, environmental approvals, and labor compliance remain important and may require separate authorizations.

For further context on the broader investment climate, international organizations provide useful analysis on ease of doing business and policy frameworks in Togo. See the references below for authoritative statistics and policy discussions.

4. Frequently Asked Questions

What is the first step to form a company in Lomé, Togo?

The first step is to prepare Articles of Association and identify the company type (for example SARL or SA). You then file with the RCCM and secure any sector licenses required for your business activity.

How long does it take to register a business in Lomé?

Registration time varies by sector and completeness of documents. Typical timelines range from a few weeks to a couple of months, depending on approvals from regulatory authorities.

What are the typical costs to register a company in Lomé?

Costs include RCCM filing fees, notary or lawyer charges for documents, and potential sector licenses. Expect upfront costs to cover government fees and professional services.

Do I need a Togolese partner to own a business in Lomé?

Some sectors and forms require local participation. A lawyer can advise on ownership structures, local content requirements, and how to preserve control while meeting regulatory requirements.

What is the difference between SARL and SA in Togo?

A SARL is a limited liability company suitable for small to medium businesses with fewer shareholders, while an SA is a joint stock company better for larger ventures with more shareholders and greater capital flexibility.

How can I obtain investment incentives under the Investment Code in Lomé?

You typically prepare an investment project with financial projections and environmental considerations, then submit to the relevant ministry or CTI for review and approval.

Is it allowed to repatriate profits from Togo?

Repatriation is generally permitted under currency and exchange controls coordinated with BCEAO. You will need appropriate documentation, tax clearance, and banking authorization.

When should I hire a lawyer for investment structuring in Lomé?

Engage a lawyer early in the process-before drafting incorporation documents or negotiating a JV. Legal counsel helps with due diligence, contract drafting, and regulatory strategy.

Where can I register my company in Lomé?

Registration occurs at the RCCM and through relevant administrative channels for sector-specific licenses. A lawyer can guide you through the exact offices and forms required.

Can a foreign investor own 100 percent of a Togolese company?

100 percent foreign ownership is possible in many sectors, but certain industries or licenses may impose local participation or approval requirements. A local attorney can confirm the specifics for your project.

What documents are typically needed to open a business in Lomé?

Common documents include a business plan, passport copies for directors, proof of address, bank references, and capital verification. Some activities require environmental or sector licenses.

How does VAT and corporate tax work for new businesses in Togo?

New businesses are subject to the standard VAT and corporate tax regimes. Accurate bookkeeping and timely filings are essential; a tax advisor can tailor compliance to your sector and revenue model.

5. Additional Resources

Access these authoritative sources for broader context, compliance guidance, and policy updates related to Investment & Business Structuring in Lomé and Togo.

• World Bank - Doing Business in Togo provides comparative analysis of business entry requirements, time, and cost. https://www.doingbusiness.org/en/data/exploreeconomies/togo
• IMF - Togo country page with macroeconomic context and policy discussions relevant to investment environments. https://www.imf.org/en/Countries/TGO
• UNCTAD - Investment policy and outlook resources for Togo, including regime analyses and policy instruments. https://unctad.org

6. Next Steps

1. Define your business objective and choose the entity type (SARL, SA, or other) based on ownership, liability, and capital needs.
2. Gather essential documents and conduct a preliminary due diligence on land or property if real estate is involved.
3. Consult a Togolese lawyer who specializes in Investment & Business Structuring to tailor documents to local rules.
4. Prepare and file Articles of Association, RCCM registration, and any sector licenses required for your activity.
5. Assess eligibility for investment incentives and coordinate submissions with the appropriate ministries or CTI.
6. Set up a compliant accounting and tax framework with a local firm or advisor; plan for ongoing regulatory reporting.
7. Review and implement corporate governance, shareholder agreements, and exit strategies to manage risk over time.