Best Investment & Business Structuring Lawyers in Ouagadougou

1. About Investment & Business Structuring Law in Ouagadougou, Burkina Faso

Ouagadougou, as the capital and economic hub of Burkina Faso, follows a national framework that governs how businesses are formed, financed, reorganized and closed. Investment and business structuring law covers company formation, governance, foreign investment rules, and corporate restructuring. It sits within the WAEMU (West African Economic and Monetary Union) legal landscape while implementing local regulatory measures in Ouagadougou and across the country.

Key purposes of this area of law include protecting investors, enabling compliant entry for foreign capital, and providing mechanisms for corporate governance and dispute resolution. Practically, investors in Ouagadougou need to navigate company registration, licensing, tax registration, and compliance reporting, all under a regulatory regime that is periodically updated to reflect WAEMU directives and Burkina Faso reforms. As a result, working with a knowledgeable lawyer helps ensure alignment with current rules and timely completion of formalities.

World Bank guidance notes that Burkina Faso’s business environment has improved in recent years through reforms aimed at simplifying investment processes and aligning with WAEMU standards.

2. Why You May Need a Lawyer

• Starting a new business entity in Ouagadougou, such as a SARL or SA, requires drafting a shareholder agreement, articles of association, and registering with the RCCM and tax authorities. A lawyer helps tailor documents to your ownership structure and sector requirements.
• Structuring foreign investment to comply with national and WAEMU requirements, including repatriation of profits and transfer pricing considerations, often necessitates expert guidance to avoid regulatory pitfalls.
• Negotiating and drafting joint venture or partnership agreements with Burkinabé partners or local managers. A lawyer ensures clear governance rights, exit options, and dispute resolution mechanisms.
• Restructuring an existing business, such as converting a sole proprietorship into a limited liability company, merging entities, or changing shareholding, must follow formal procedures and filing requirements with RCCM and tax authorities.
• Handling tax incentives, waivers, or exemptions for investment projects requires precise understanding of the Code Général des Impôts and related regulatory instruments to optimize benefits legally.
• Compliance during procurement and public contracting, when a Ouagadougou-based business bids for government or state-linked projects, demands strict adherence to procurement laws and contract terms.

3. Local Laws Overview

The core legal instruments that commonly govern Investment & Business Structuring in Ouagadougou include widely recognized laws and codes. These texts shape how companies are formed, taxed, and governed within Burkina Faso and under WAEMU alignment.

Code des Investissements (Investment Code) sets out the framework for foreign and local investment, incentives, and formalities for establishing and expanding investment activities within Burkina Faso. Enterprises planning to benefit from investment incentives typically review this code for eligibility, thresholds, and administrative procedures.

Code des Sociétés et des Groupements d'Intérêt Economique (Corporate Code and Economic Interest Groups) governs the formation, governance, operations, and dissolution of companies and economic interest groups. It provides standard corporate governance rules and filing requirements essential for any restructuring or expansion project.

Code Général des Impôts (General Tax Code) outlines the tax regime applicable to businesses, including corporate income tax, value-added tax, and duties linked to investment activities. Updates to the CGI affect planning for incentives, compliance timelines, and reporting obligations.

These texts are complemented by WAEMU directives and national regulations that address cross-border investment, taxation, and commercial disputes. For up-to-date texts and official summaries, consult authoritative government and international sources referenced below.

The World Bank notes that Burkina Faso continues to align its investment and corporate laws with WAEMU standards to improve the business climate.

4. Frequently Asked Questions

What is the Investment Code and why does it matter?

The Investment Code defines eligibility for investment incentives, procedures for approvals, and the rights of investors. It matters because it streamlines entry for foreign and local investors and frames compliance expectations for incentives and reporting.

How do I start a business in Ouagadougou as a foreign investor?

Typical steps include choosing a legal form, preparing the articles of association, registering with the RCCM, obtaining a Tax Identification Number, and filing with the tax authority. A local lawyer guides document drafting and filing timelines.

What is the typical timeline to register a new company in Ouagadougou?

Registration typically takes 2 to 6 weeks, depending on document readiness and government backlog. Early preparation of corporate documents can shorten processing by 1-2 weeks.

Do I need a local partner to invest in certain sectors?

Some regulated sectors may require local participation or partnerships. A Burkinabé counsel can identify sector-specific requirements and assist with compliant structures.

What are common costs to form a company in Ouagadougou?

Costs include notary and filing fees, RCCM registration, and legal drafting charges. Overall, initial setup typically ranges from several hundred to several thousand dollars, depending on complexity.

Can I own 100 percent of my company in Burkina Faso?

In many sectors foreign ownership is allowed, but certain industries may impose limits or local-content requirements. A lawyer can confirm sector-specific rules for your project.

How long does it take to obtain tax registration and licenses?

Tax registration can occur within 1-2 weeks after company incorporation in Ouagadougou. Licenses tied to specific activities may take longer, often 2-6 weeks depending on the sector.

What documents are typically needed for company formation?

Common documents include a draft articles of association, notarized company bylaws, passport copies of directors, proof of address, and a business purpose description. Your lawyer will provide an jurisdiction-specific checklist.

What is RCCM and why is it important?

The RCCM records commercial registrations and credit information for a business. It is essential for establishing legal personality, opening bank accounts, and engaging in contracts.

What are the main corporate governance requirements for Burkinabé entities?

Companies must adhere to statutory governance structures, board or shareholder meeting rules, and filing obligations. A lawyer helps ensure compliance with the applicable corporate code provisions.

What should I know about cross-border contracts with Burkinabé parties?

Cross-border contracts must comply with Burkina Faso contract law and any applicable WAEMU directives. Consider dispute resolution provisions and governing law in the contract).

Do I need ongoing legal support after formation?

Yes. Ongoing support helps with annual filings, tax compliance, governance changes, and any restructuring or expansion plans that arise.

5. Additional Resources

• World Bank Group - Burkina Faso overview and business environment resources. Useful for understanding investment climate and reform progress. worldbank.org
• IMF - Burkina Faso country information and economic context for investors. Helpful for macroeconomic and regulatory considerations. imf.org
• WAEMU Commission guidance on regional regulatory alignment and investment components for member states, including Burkina Faso. waemu.org

6. Next Steps

1. Clarify your business goals and preferred corporate form (SARL, SA, or other) for Ouagadougou operations.
2. Identify a qualified local lawyer or law firm with Burkina Faso investment experience and a track record in structuring projects similar to yours.
3. Prepare a document checklist with key information: business plan, shareholding structure, identity documents, and sector licenses if applicable.
4. Schedule an initial consultation to review compliance obligations under the Investment Code and Corporate Code and to map out a timeline.
5. Draft and finalize corporate documents with your lawyer, including articles of association, shareholder agreements, and any cross-border agreement templates.
6. Submit RCCM registration, NINEA tax registration, and other required licenses, while tracking timelines for each step.
7. Plan for ongoing compliance and periodic reviews, including annual filings, tax reporting, and potential corporate restructurings as your business grows.