How to register a company in Togo as a foreigner: the complete guide
Togo is one of the easier places in Africa to register a company, and one of the worst-documented in English. The official process is genuinely fast. What trips up foreign founders is everything around it: choosing the wrong entity type, underestimating the bank, and discovering the annual obligations a year late.
This guide covers the whole path: what entity to form, each step of the procedure, what it costs in CFA francs and dollars, what the bank will actually ask of you, and what your company owes the state every year afterward. We are a registered agent in Lomé; this is the process as we file it, not as a directory page describes it.
Can a foreigner own a Togolese company?
Yes, entirely. Togo applies OHADA uniform company law, which imposes no nationality or residency condition on shareholders or on the manager (the gérant). A company registered in Lomé can be 100% foreign-owned, with a foreign gérant who lives abroad. No local partner, no local director, no minimum local shareholding.
Two practical caveats sit behind that clean legal answer. First, the business formalities centre (CFE) expects the gérant's identity documents in the dossier, and in practice asks for evidence the gérant has entered Togo, a visa stamp or residence permit, when the file is submitted with a foreign passport. Second, banks apply their own know-your-customer rules on top of the law, which is where the real friction lives. More on that below.
SARL or SAS: which entity?
For almost every foreign founder the choice is between the two OHADA limited-liability forms:
| Criterion | SARL | SAS |
|---|---|---|
| Best for | Operating businesses, property holding, single owners | Startups expecting investors, complex governance |
| Minimum capital | Low, set by statuts (commonly 1,000,000 XOF or less) | None required |
| Governance | One or more gérants; simple | Free contractual design; président required |
| Auditor | Only above size thresholds | Only above size thresholds |
| Familiarity to banks/administration | Very high | Growing |
Default to the SARL unless you have a specific reason not to. It is the form every bank clerk, notary and tax inspector processes daily. Choose the SAS when investor-style share classes or a board matter to you; the flexibility is real, and most operators in this market never mention the SAS exists.
The procedure, step by step
1. Draft and notarize the statuts
The company's constitution (statuts) is drafted, then notarized by a Togolese notaire. This is the step foreign founders cannot do alone from abroad: the notaire will want identity documents for each shareholder and the gérant, and the deposit of capital is evidenced at this stage. Budget 100,000–150,000 XOF in notary fees for a standard SARL, more for bespoke drafting.
2. File at the CFE
The Centre de Formalités des Entreprises is a genuine one-stop shop: a single dossier produces the commercial-registry entry (RCCM), the tax identification number (NIF) and social-security registration (CNSS). Togo digitized this well; the registry processes straightforward files in about 48 hours, and the state's own fee for a foreign-owned company is modest, roughly 30,000–35,000 XOF.
3. Collect the company documents
You receive the RCCM extract (the company's proof of existence), the NIF certificate and the CNSS registration. With these, the company can sign contracts, invoice and hire.
4. Open the bank account
This is the step that separates paper from an operating company, and the step every remote formation service is vague about. Togolese banks (Ecobank, Orabank, and others) set their own account-opening requirements: some branches accept a notarized power of attorney for the gérant, others require the gérant to appear once in person. Requirements shift with each bank's compliance cycle. Ask your agent the direct question: will you be in the branch with my dossier, and which bank have you confirmed this month? If the answer is "we provide assistance," plan a trip.
What it costs
| Item | Amount (XOF) | Approx. (USD) |
|---|---|---|
| State fees at CFE (foreign shareholder) | 30,000–35,000 | $50–60 |
| Notary fees, standard SARL | 100,000–150,000 | $165–250 |
| Registered office (domiciliation), per year | 120,000–240,000 | $200–400 |
| Agent's professional fees, if used | varies widely | $300–1,500 |
Doing it yourself in French, on the ground, with time to spend at counters, the state-plus-notary cost of a formation is under $350. What an agent sells is not access to a secret process; it is drafting, error-free filing, the registered office, the bank relationship and the annual maintenance. Judge fees on that basis. Ours are published here.
Taxes: what a Togolese company actually pays
Plenty of English-language pages get this wrong in both directions. The accurate version:
- Corporate income tax is 27% on profits of business carried on in Togo. Taxation is territorial: profits attributable to a genuine establishment of the company outside Togo are not taxed again in Togo.
- Territorial does not mean tax-free. A Togolese company whose activity actually happens in Togo pays Togolese tax on it, and foreign passive income (dividends, interest received from abroad) is taxable in Togo with only limited relief. Claims that a Togo company "legally pays 0% on foreign income" are wrong as a general statement.
- The holding regime is the genuine advantage. Dividends received from subsidiaries seated in Togo or any ECOWAS state are 95% exempt where the parent holds at least 10%, and qualifying holding companies are exempt on gains from selling participations where at least 60% of the portfolio is WAEMU companies. For regional groups this is a serious, defensible structure.
- Within WAEMU, the regional tax convention caps dividend withholding at 10% and capital moves without exchange-control approval, one central bank, one currency, pegged to the euro.
The annual obligations nobody mentions
A Togolese company is not fire-and-forget. Every year it owes:
- an annual tax return (déclaration de résultat), even in a loss-making or dormant year;
- a CNSS declaration, even with no employees;
- a maintained registered office, the address on the RCCM must remain real and reachable.
Missed filings accumulate penalties quietly and surface at the worst moment, typically when you need a certificate of good standing for a bank or a tender. This is the actual argument for a registered agent: not the formation, which happens once, but the calendar that never misses.
When Togo is the wrong choice
In the interest of the same honesty we ask of others: do not register in Togo if your business has no West African dimension at all and you are shopping purely for a tax rate; if you need a globally recognized fund or IPO vehicle (that is Mauritius, Cayman or Delaware work); or if you require settled case law for complex shareholder disputes. Togo earns its keep when the company will operate, hold, invoice or contract in the region. It is an operating jurisdiction, and a good one.
Forming a company in Togo?
Tell us what it is for. We reply within one business day with a recommendation and a fixed fee, or a straight answer that Togo is not the right jurisdiction for your case.
General information as at July 2026, not legal or tax advice. Provisions referenced: OHADA Uniform Act on Commercial Companies; CGI Togo arts. 93, 95, 107; Règlement n°08/2008/CM/UEMOA. Figures are indicative and change; we correct this page when they do.