SARL vs SAS in Togo: which OHADA company should you form?
Every guide to registering a company in Togo tells you to form a SARL. Most never mention that OHADA law offers a second limited-liability form, the SAS, which for certain founders is plainly the better instrument. The omission is understandable: the SAS entered the OHADA Uniform Act in the 2014 revision, a decade after most formation checklists were written, and it remains less familiar at the counters where company paperwork gets processed.
Both forms are available in Togo on identical filing procedures. The choice between them decides your governance, your capital requirement, how your shares change hands, and how smoothly banks read your file. Here is the comparison as we apply it on real engagements.
What the two forms are
The SARL (société à responsabilité limitée) is the workhorse of the OHADA zone: a private limited company managed by one or more gérants, with ownership divided into parts sociales. It is the form every bank clerk, notaire and tax inspector in Lomé handles daily.
The SAS (société par actions simplifiée) is a share company with contractual freedom at its core. The Uniform Act requires a président to represent it; nearly everything else about its governance is left to the statuts. Ownership is divided into actions, the same instrument public companies use, which is what makes investor mechanics possible. A single shareholder can hold it alone as a SASU.
The comparison that matters
| Criterion | SARL | SAS |
|---|---|---|
| Minimum capital | Set by the statuts; commonly 1,000,000 XOF or less | None required by the Uniform Act |
| Management | One or more gérants, powers framed by law | Président required; any further organs you design |
| Ownership instrument | Parts sociales | Actions (shares) |
| Share classes / preferred rights | Not available in any practical sense | Available; written into the statuts |
| Transfer of ownership | Agrément regime; transfers to outsiders need approval mechanics fixed by law | Freely designable: lock-ups, pre-emption, drag-along, tag-along |
| Single owner possible | Yes (single-member SARL) | Yes (SASU) |
| Statutory auditor | Only above size thresholds | Above thresholds, and whenever the SAS controls or is controlled by another company |
| Familiarity in Lomé | Universal | Improving, still explains itself at some counters |
Where the SARL wins
For an owner-operated trading business, a consultancy, a property company or a simple two-partner venture, the SARL's rigidity is a feature. The law has already answered the governance questions, so the statuts stay short, the notary bill stays low, and no counterparty ever asks what the document means. The agrément regime on transfers, restrictive on paper, in practice suits closely held companies: nobody sells to a stranger without the partners' consent, because the law says so.
There is also the quiet operational point. A SARL dossier moves through banks and administrations on rails. If your priority is a company that opens its account and starts invoicing with the least explanation, the SARL is that company.
Where the SAS earns its keep
- Investors on the horizon. Actions support share classes and preferred rights; parts sociales do not. If you expect a priced round, a convertible, or an equity incentive for a key hire, the SAS is the form that can hold those instruments without corporate surgery.
- Corporate joint ventures. Two companies sharing a Togolese vehicle can write their board composition, reserved matters, deadlock resolution and exit mechanics directly into the statuts. The SARL forces that logic into side agreements; the SAS lets the company's own constitution carry it.
- Subsidiaries of foreign groups. A parent used to appointing a president and delegating authority through internal rules can replicate its group governance in an OHADA entity almost verbatim. Note the audit consequence, however: an SAS in a control relationship with another company must appoint a statutory auditor regardless of size, a recurring cost the SARL avoids below thresholds.
- No capital to spare at day one. The Uniform Act sets no minimum capital for the SAS. This matters less than founders assume, since banks read derisory capital as a weak file, but it removes a formal barrier.
Can you convert later?
Yes. A SARL can be transformed into an SAS by shareholder decision with the formalities the Uniform Act attaches to transformation, and we handle such operations. But it is a corporate operation with notary and registry costs, and every contract, bank mandate and licence referencing the old form gets touched. Choosing correctly at formation costs a conversation; converting costs a project.
What we recommend on real engagements
Our default is the SARL, and it is the right answer for most of the market-entry, trading and property work we file. We recommend the SAS in three situations: investor-style equity is realistically coming, a corporate parent or joint venture needs designed governance, or share transfer mechanics matter more than counter-level familiarity. On our fee schedule the SAS carries a $300 supplement over the SARL, which is the honest price of statuts that are actually drafted rather than copied.
Not sure which form fits?
Tell us what the company is for. We reply within one business day with a recommendation and a fixed fee, and the entity-type advice is part of every engagement, not an upsell.
General information as at July 2026, not legal or tax advice. Provisions referenced: OHADA Uniform Act on Commercial Companies and Economic Interest Groups, as revised 30 January 2014 (SAS: arts. 853-1 et seq.). We correct this page when the law changes.