The situation
You have built companies in more than one country — a trading arm in Côte d'Ivoire, a services company in Senegal, property in Benin. Each was set up on its own, at a different time, with a different accountant. There is no top company that owns them, so there is no consolidated view, no clean way to move profits from a strong subsidiary into a new venture, and no plan for what happens to the group when it passes to the next generation. Dividends, when they are paid at all, are taxed inefficiently because nothing is structured.
A holding company solves all four problems at once: ownership, consolidation, reinvestment, and succession. The question is only where to seat it.
Why Togo as the holding seat
Togo is unusually well suited to hold a WAEMU/ECOWAS group, for reasons that are structural rather than promotional:
- Participation exemption (CGI art. 107). Dividends a Togo holding receives from subsidiaries seated in Togo or any ECOWAS state are 95% exempt where it holds at least 10% — an effective rate of about 1.35% at the 27% corporate rate.
- Exempt disposals (CGI art. 93). A qualifying holding pays no corporate tax on gains from selling a participation, where at least 60% of its portfolio is WAEMU companies. You can reshape the group without a tax event on exit.
- Treaty-capped withholding. The WAEMU tax convention caps dividend withholding between member states at 10% at source, with credit relief.
- Free capital movement. WAEMU is one monetary zone under one central bank (BCEAO), so moving money from a subsidiary to the Togo holding needs no exchange-control approval, and there is no currency conversion — the CFA franc is the same, everywhere, pegged to the euro.
- No CFC attribution. Côte d'Ivoire, Senegal and Benin have no controlled-foreign-company rules, so profits retained in the Togo holding are genuinely deferred, not attributed back to the owner.
What it looks like in numbers
The honest limits
This is deferral and consolidation, not disappearance. The 10% source withholding is real; and when the holding eventually distributes to you personally, that is taxed in your country of residence. Every WAEMU state has transfer-pricing rules and tests for payments to low-taxed counterparties, so the holding must run at ordinary Togo rates with real substance — a structure engineered to near-zero tax triggers exactly the anti-abuse rules that unwind it. Companies outside WAEMU (Cameroon and other CEMAC states) sit outside the treaty and need a different analysis.
What Volta delivers
Our WAEMU Holding engagement ($2,500) covers the Togo side end to end:
- Formation of the Togo holding (SARL or SAS), with registered office and tax registration;
- Participation-regime documentation your accountant can rely on — the art. 107 and art. 93 conditions, applied to your specific subsidiaries;
- Inter-company management-fee and dividend-flow agreements, reviewed by our Lomé legal partner;
- A documentation package your existing accountants in each country can work from.
For the full technical treatment, read the deep guide: The WAEMU holding company, explained.
Succession, built in
A holding is also the cleanest way to pass a group on. Ownership sits in one company's registered shares rather than in four separate businesses with four sets of heirs and disputes. Under OHADA, share transfers follow a single, predictable mechanism. One estate, one governing document, one place where control lives.
Consolidating a West African group?
Tell us where your subsidiaries are. We will map the structure and give you a fixed fee, or an honest answer that a holding is not worth it yet.
General information as at July 2026, not tax or legal advice. Provisions: CGI Togo arts. 93 and 107; Règlement n°08/2008/CM/UEMOA. Figures are illustrative; the applicable treatment depends on each subsidiary's jurisdiction and facts, which we document per engagement. See also fees.