| ORGANIZATION | ||||||||
| NUMBER OF FOUNDER(S) | 2 and More | 2 and above | 2 and more | 2 et plus | 2 and more | 1 and more | 2 and more | Operation according to the company's choice |
|---|---|---|---|---|---|---|---|---|
| MINIMUM SHARE CAPITAL | no minimum amount is required | no minimum amount is required | or equal to 10,000,000 FCFA | no minimum amount is required | no minimum amount is required | no minimum amount is required | no minimum amount is required | No mandatory capital. |
| CHANGE OF MANAGEMENT | Collective decision by majority | Collective decision by majority | Collective decision by majority | Collective decision by majority/vote unanimous of all partners in case of the exit of a partner from the company. | Collective decision by majority | Collective decision by majority | Collective decision by majority | Décision venant de la société mère |
| AUDITOR / STATUTORY AUDITOR | "No commitment unless: 2 out of the 3 criteria are met: Balance Sheet > 150 Million, Turnover > 250 Million, Workforce > 50." | "No commitment unless: 2 out of the 3 criteria are met: Balance Sheet > 150 Million, Turnover > 250 Million, Workforce > 50." | Required from the creation of the company. | "No commitment unless: 2 out of the 3 criteria are met: Balance Sheet > 150 Million, Turnover > 250 Million, Workforce > 50." | "No commitment unless: 2 out of the 3 criteria are met: Balance Sheet > 150 Million, Turnover > 250 Million, Workforce > 50." | No commitment unless: 2 out of the 3 criteria are met: Balance Sheet > 150 Million, Turnover > 250 Million, Workforce > 50. Presence is also required when the SAS (Simplified Joint Stock Company) is to be formed with a contribution in kind. | "In the case of a bond issuance, when the EIG (Economic Interest Group) has at least 100 employees at the close of a fiscal year." | Fonctionnement selon le choix de la société |
| LEGAL REPRESENTATIVE | Manager | Manager | The director and the board of directors. | Manager | Manager / Limited partners cannot manage an SCS (Limited Partnership). | President or Chief Executive Officer or General Assembly. | Administrator | A manager appointed by the parent company. |
| AG | The obligation to hold a general assembly once per year. | The obligation to hold a general assembly once per year at the close of the financial year. | The obligation to hold a general assembly once per year at the close of the financial year. | The obligation to hold a general assembly once per year at the close of the financial year. | The obligation to hold a general assembly once per year at the close of the financial year. | The obligation to hold a general assembly once per year at the close of the financial year. | The obligation to hold a general assembly once per year at the close of the financial year. | Depending on the company's decision. |
| TYPE OF ACTIVITY | ||||||||
| Type of activity | Civil activity in principle, but in certain cases, it may become commercial. | Civil or commercial activity | Civil or commercial activity | Commercial activity | Commercial activity | Most activities can be carried out in a SAS (Simplified Joint Stock Company), but there are some exceptions (insurance, tobacco retail, savings). | Commercial, civil, and agricultural activities. | Depending on the company's decision. |
| TURNOVER LIMIT | None | None | None | None | None | None | None | None |
| RESPONSIBILITY | ||||||||
| TURNOVER LIMIT | Their personal assets are committed in proportion to their shares in the company. Therefore, they are not jointly liable with other partners for the payment of debts. | The liability of the partners is limited to their contributions. | The partners are liable for the company's debts up to the extent of their contributions. They cannot be pursued for personal assets in case of financial difficulties of the company. | In an SNC (General Partnership), the partners are jointly and severally liable towards the company in case of difficulties. If a partner pays a social debt, they have a recourse against the other partners in proportion to their respective rights in the share capital. | The active partner, known as the managing partner, has the status of a trader. They are responsible for the company's debts. The limited partner, on the other hand, is liable for debts up to the amount of their initial contribution. | The liability of the partners is limited to their contributions. | The liability of the partners is limited to their contributions. | Depending on the company's decision. |
| POSSIBLE CONTRIBUTION | Contribution in cash, in kind, and in services (or industry). | Contribution in cash, in kind, and in services (or industry). | Contribution in cash and contribution in kind. Contributions in services (or industry) are strictly prohibited. | Contribution in cash, contribution in kind, contribution in services (or industry) | Contribution in cash, contribution in kind, contribution in services (or industry) | Contribution in cash and contribution in kind. Contributions in services (or industry) are strictly prohibited. | Contribution in cash, contribution in kind, contribution in services (or industry). | Depending on the company's decision. |
| LEGAL REPRESENTATION | Manager | Manager | The director and the board of directors."le directeur et le conseil d'administration | Manager | Gérant /Les associés commanditaires ne peuvent pas gérer une SCS. | President or Chief Executive Officer or General Assembly | Administrator | Legal representative according to the company's choice |
| TAXATION | ||||||||
| BASIC TAX REGIME | Entrepreneur's tax, microenterprise tax, simplified tax regime, and normal tax regime. | Entrepreneur's tax, microenterprise tax, simplified tax regime, and normal tax regime. | Entrepreneur's tax, microenterprise tax, simplified tax regime, and normal tax regime. | Entrepreneur's tax, microenterprise tax, simplified tax regime, and normal tax regime. | Entrepreneur's tax, microenterprise tax, simplified tax regime, and normal tax regime. | Entrepreneur's tax, microenterprise tax, simplified tax regime, and normal tax regime. | Entrepreneur's tax, microenterprise tax, simplified tax regime, and normal tax regime. | Entrepreneur's tax, microenterprise tax, simplified tax regime, and normal tax regime. |
| DEDUCTIBILITY OF THE MANAGER | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| SOCIAL | ||||||||
| SOCIAL STATUS OF THE MANAGER | Minority/ equal /third-party manager: employee-assimilated, Majority/single partner: self-employed (TNS), individual person. | Minority/ egalitarian /third party manager: assimilated-employee, Majority manager/sole partner: self-employed worker (TNS). | Minority/ equal/ third-party manager: employee-assimilated, Majority/single partner: self-employed (TNS). Individual or legal entity. | Individual or legal entity, required to be a trader. There is also the possibility of appointing an employee of the company as a non-associated manager under certain conditions. Whether it is all the partners, the designated partner, or even an employee of the company, | Minority/ equal/ third-party manager: employee-assimilated, Majority/single partner: self-employed (TNS), individual person. Limited partners cannot manage an SCS. | Minority/ equal/ third-party manager: employee-assimilated, Majority/single partner: self-employed (TNS), | Minority/ equal/ third-party manager: employee-assimilated, Majority/single partner: self-employed (TNS), | Depending on the company being represented. |
| SOCIAL CONTRIBUTION OF THE MANAGER | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| DEDUCTIBILITY OF SALARY | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| CAPITAL RELEASE | Defined in the bylaws. | 50% at creation, 50% within 2 years. | 1/4 at creation, the remaining 3/4 within 3 years. | The share capital of the SNC can be deposited in multiple installments; it is not obligatory to be fully paid upon | The share capital of the SNC can be deposited in multiple installments; it is not obligatory to be fully paid upon | 50% at creation, 50% within 2 years. | Defined in the bylaws. | In accordance with the represented company. |
| Organization | ||||||
| Number of founder(s) | 1 | |||||
| Capital social minimum | > 1FCFA | |||||
| Changement de direction | Decision collective à la majorité | |||||
| Commissaire aux comptes | Pas d'obligation sauf si : 2 des 3 critères sont remplis: Bilan > 1,55mFCFA, CA > 3,1mFCFA, Nombre de salariés > 50 | |||||
| Représentant légal | Gérant | |||||
| AG | Assemblée générale optionnelle | |||||
| Type of activity | ||||||
| Type of activity | Civil or commercial activity | |||||
| Turnover limit | None | |||||
| Responsibility | ||||||
| Turnover limit | Up to their contributions | |||||
| Company's assets | Company-specific assets | |||||
| Legal representative | Manager | |||||
| Taxation | ||||||
| Basic tax regime | IR or IS | |||||
| Deductibility of the manager | Yes, unless there is an Income Tax (IR) option or the manager is not the sole shareholder. | |||||
| Social | ||||||
| Manager's social regime | Minority/egalitarian/third party manager: assimilated-employee, Majority manager/sole partner: self-employed worker (TNS). | |||||
| Manager's social contribution | If IR: taxable profit, If IS: net remuneration | |||||
| Deductibility of salary | Yes in IS, No in IR and if the manager is not a sole partner | |||||
|---|---|---|---|---|---|---|
| Release of share capital | 20% at creation, 80% within 5 years | |||||
| Organization | ||||||
| Number of founder(s) | 1 | |||||
| Capital social minimum | > 1FCFA | |||||
| Changement de direction | Decision collective à la majorité | |||||
| Commissaire aux comptes | Pas d'obligation sauf si : 2 des 3 critères sont remplis: Bilan > 1,55mFCFA, CA > 3,1mFCFA, Nombre de salariés > 50 | |||||
| Représentant légal | Gérant | |||||
| AG | Assemblée générale optionnelle | |||||
| Type of activity | ||||||
| Type of activity | Civil or commercial activity | |||||
| Turnover limit | None | |||||
| Responsibility | ||||||
| Turnover limit | Up to their contributions | |||||
| Company's assets | Company-specific assets | |||||
| Legal representative | Manager | |||||
| Taxation | ||||||
| Basic tax regime | IR or IS | |||||
| Deductibility of the manager | Yes, unless there is an Income Tax (IR) option or the manager is not the sole shareholder. | |||||
| Social | ||||||
| Manager's social regime | Minority/egalitarian/third party manager: assimilated-employee, Majority manager/sole partner: self-employed worker (TNS). | |||||
| Manager's social contribution | If IR: taxable profit, If IS: net remuneration | |||||
| Deductibility of salary | Yes in IS, No in IR and if the manager is not a sole partner | |||||
|---|---|---|---|---|---|---|
| Release of share capital | 20% at creation, 80% within 5 years | |||||
| Organization | ||||||
| Number of founder(s) | 1 | |||||
| Capital social minimum | > 1FCFA | |||||
| Changement de direction | Decision collective à la majorité | |||||
| Commissaire aux comptes | Pas d'obligation sauf si : 2 des 3 critères sont remplis: Bilan > 1,55mFCFA, CA > 3,1mFCFA, Nombre de salariés > 50 | |||||
| Représentant légal | Gérant | |||||
| AG | Assemblée générale optionnelle | |||||
| Type of activity | ||||||
| Type of activity | Civil or commercial activity | |||||
| Turnover limit | None | |||||
| Responsibility | ||||||
| Turnover limit | Up to their contributions | |||||
| Company's assets | Company-specific assets | |||||
| Legal representative | Manager | |||||
| Taxation | ||||||
| Basic tax regime | IR or IS | |||||
| Deductibility of the manager | Yes, unless there is an Income Tax (IR) option or the manager is not the sole shareholder. | |||||
| Social | ||||||
| Manager's social regime | Minority/egalitarian/third party manager: assimilated-employee, Majority manager/sole partner: self-employed worker (TNS). | |||||
| Manager's social contribution | If IR: taxable profit, If IS: net remuneration | |||||
| Deductibility of salary | Yes in IS, No in IR and if the manager is not a sole partner | |||||
|---|---|---|---|---|---|---|
| Release of share capital | 20% at creation, 80% within 5 years | |||||
| Organization | ||||||
| Number of founder(s) | 1 | |||||
| Capital social minimum | > 1FCFA | |||||
| Changement de direction | Decision collective à la majorité | |||||
| Commissaire aux comptes | Pas d'obligation sauf si : 2 des 3 critères sont remplis: Bilan > 1,55m FCFA, CA > 3,1m FCFA, Nombre de salariés > 50 | |||||
| Représentant légal | Gérant | |||||
| AG | Assemblée générale optionnelle | |||||
| Type of activity | ||||||
| Type of activity | Civil or commercial activity | |||||
| Turnover limit | None | |||||
| Responsibility | ||||||
| Turnover limit | Up to their contributions | |||||
| Company's assets | Company-specific assets | |||||
| Legal representative | Manager | |||||
| Taxation | ||||||
| Basic tax regime | IR or IS | |||||
| Deductibility of the manager | Yes, unless there is an Income Tax (IR) option or the manager is not the sole shareholder. | |||||
| Social | ||||||
| Manager's social regime | Minority/egalitarian/third party manager: assimilated-employee, Majority manager/sole partner: self-employed worker (TNS). | |||||
| Manager's social contribution | If IR: taxable profit, If IS: net remuneration | |||||
| Deductibility of salary | Yes in IS, No in IR and if the manager is not a sole partner | |||||
|---|---|---|---|---|---|---|
| Release of share capital | 20% at creation, 80% within 5 years | |||||
| Organization | ||||||
| Number of founder(s) | 1 | |||||
| Capital social minimum | > 1FCFA | |||||
| Changement de direction | Decision collective à la majorité | |||||
| Commissaire aux comptes | Pas d'obligation sauf si : 2 des 3 critères sont remplis: Bilan > 1,55m FCFA, CA > 3,1m FCFA, Nombre de salariés > 50 | |||||
| Représentant légal | Gérant | |||||
| AG | Assemblée générale optionnelle | |||||
| Type of activity | ||||||
| Type of activity | Civil or commercial activity | |||||
| Turnover limit | None | |||||
| Responsibility | ||||||
| Turnover limit | Up to their contributions | |||||
| Company's assets | Company-specific assets | |||||
| Legal representative | Manager | |||||
| Taxation | ||||||
| Basic tax regime | IR or IS | |||||
| Deductibility of the manager | Yes, unless there is an Income Tax (IR) option or the manager is not the sole shareholder. | |||||
| Social | ||||||
| Manager's social regime | Minority/egalitarian/third party manager: assimilated-employee, Majority manager/sole partner: self-employed worker (TNS). | |||||
| Manager's social contribution | If IR: taxable profit, If IS: net remuneration | |||||
| Deductibility of salary | Yes in IS, No in IR and if the manager is not a sole partner | |||||
|---|---|---|---|---|---|---|
| Release of share capital | 20% at creation, 80% within 5 years | |||||
| Organization | ||||||
| Number of founder(s) | 1 | |||||
| Capital social minimum | > 1FCFA | |||||
| Changement de direction | Decision collective à la majorité | |||||
| Commissaire aux comptes | Pas d'obligation sauf si : 2 des 3 critères sont remplis: Bilan > 1,55m FCFA, CA > 3,1m FCFA, Nombre de salariés > 50 | |||||
| Représentant légal | Gérant | |||||
| AG | Assemblée générale optionnelle | |||||
| Type of activity | ||||||
| Type of activity | Civil or commercial activity | |||||
| Turnover limit | None | |||||
| Responsibility | ||||||
| Turnover limit | Up to their contributions | |||||
| Company's assets | Company-specific assets | |||||
| Legal representative | Manager | |||||
| Taxation | ||||||
| Basic tax regime | IR or IS | |||||
| Deductibility of the manager | Yes, unless there is an Income Tax (IR) option or the manager is not the sole shareholder. | |||||
| Social | ||||||
| Manager's social regime | Minority/egalitarian/third party manager: assimilated-employee, Majority manager/sole partner: self-employed worker (TNS). | |||||
| Manager's social contribution | If IR: taxable profit, If IS: net remuneration | |||||
| Deductibility of salary | Yes in IS, No in IR and if the manager is not a sole partner | |||||
|---|---|---|---|---|---|---|
| Release of share capital | 20% at creation, 80% within 5 years | |||||
Robe Hope
2 months ago
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Robe Hope
2 months ago
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Robe Hope
2 months ago
Lorem Lorem ipsum dolor Lorem ipsum dolor sit amet, consetetur sadipscing elitr, sed diam nonumy eirmod tempor invidunt ut labore et dolore magna aliquyam erat, sed diam voluptua. At vero eos et accusam et justo duo dolores
Frequently Asked Question
When choosing a legal status for your company, here are some important criteria to consider:
- Liability: Evaluate the level of protection for your personal liability.
- Taxation: Examine the tax implications of each option.
- Flexibility: Consider the degree of freedom in day-to-day management.
- Administrative complexity: Weigh the administrative burden associated with each status.
- Financing needs: Evaluate accessibility to external sources of financing.
- mage and credibility: Consider the impact on the image and credibility of your company.
Taking these essential criteria into account will better equip you to choose the ideal legal status that meets your needs and those of your company. However, the path to the perfect decision can sometimes seem complex. That's where DELEKY'S Sarl comes in. Our team of seasoned experts is ready to guide you through this selection process, providing you with personalized advice and leveraging our deep expertise in business law. With our support, you can rest assured that you are making the best decision for the future of your company.
Certainly, your choice of legal status can play a pivotal role in determining how you are personally liable for your business obligations. Here's what it means:
1. Limited liability: Certain legal statuses, such as SARL or SA, offer limited liability protection. By opting for these structures, your personal liability is typically limited to the amount of your investment in the company. This means that your personal assets are protected in the event of debts or commercial disputes.
2. Unlimited liability: Conversely, other legal statuses, like sole proprietorship or SNC, do not provide this limited liability protection. In such cases, you could be personally liable for the debts or disputes of the business, thus exposing your personal assets to high risk.
It is therefore crucial to choose a legal status that offers the most suitable level of liability protection for your needs and risk tolerance. Consultation with business law experts, such as those available at DELEKY'S Sarl, can enlighten you on the implications of each option and help you make the most prudent decision to safeguard your personal interests while fostering your business's growth.
Yes, in Côte d'Ivoire, the choice of legal status can result in specific tax advantages. Here are some examples:
1- Small and Medium-sized Enterprises (PME) tax regime: Companies that meet the defined criteria to be considered PME’s may benefit from certain tax advantages, such as reduced tax rates or specific tax incentives.
2- Deduction of professional expenses: Some legal structures may allow entrepreneurs to deduct certain professional expenses from their taxable income, which can reduce their overall tax burden.
3- Tax credits and sectoral incentives: Certain specific sectors may benefit from tax credits or special tax incentives as part of government policies aimed at encouraging economic development in those areas.
4- VAT exemption for small businesses: Microenterprises and small businesses may benefit from VAT exemption if their annual turnover is below a certain threshold, which can simplify their tax obligations and reduce administrative burden.
It is essential to consult experts like DELEKY'S Sarl to understand the specific tax advantages of each legal status. Our expertise can help you choose the most suitable status for your business, based on your financial situation and business objectives.
Yes, it is generally possible to change legal status during the life of the company in Côte d'Ivoire. However, the procedures and tax implications of this change may vary depending on the new legal status chosen and the regulations in force.
To effect a change in legal status, it is recommended to consult an expert such as DELEKY’S Sarl to understand the necessary steps, potential tax consequences, and specific legal requirements for your situation. With the appropriate assistance, you can effectively navigate through this process and choose the new legal status that best suits the evolution of your business.
Robe Hope
2 months ago
Lorem Lorem ipsum dolor Lorem ipsum dolor sit amet, consetetur sadipscing elitr, sed diam nonumy eirmod tempor invidunt ut labore et dolore magna aliquyam erat, sed diam voluptua. At vero eos et accusam et justo duo dolores