CÔTE D’IVOIRE Law and Practice Contributed by: Innocent Kouakou, Assemian Kouakou, Francky Lukanda and Lonzo Colombe, Ofori Conseils Africa LLP
Ofori Conseils Africa LLP Sayegh Building, 2nd Floor Cocody – Vallon 22 BP 455 Abidjan 22 Côte d’Ivoire Tel: +225 05 05 08 99 73 Email: k.assemian@ofori-law.com Web: www.ofori-law.com
1. Corporate Structures, Residence and Tax Treatment 1.1 Corporate Forms and Their Tax Treatment In Côte d’Ivoire, the choice of legal vehicle is gener - ally dictated by the nature of the activity and the scale of the project. The most used corporate forms are the limited liability company ( société à responsabilité limitée – SARL), the public limited company ( société anonyme – SA) and the simplified joint-stock company ( société par actions simplifiée – SAS). These entities are classified as capital companies. The SARL remains the standard vehicle for ordinary commercial activities and service provision due to its simplified formalities. For large-scale projects, the SA is the norm. It is often used in strategic sectors such as banking, insurance, mining and oil. Conversely, the SAS is the preferred tool for investment funds and holding companies. Its contractual flexibility allows for free structuring of governance and shares move - ments. Finally, the general partnership ( société en nom col- lectif – SNC) and the limited partnership ( société en commandite simple – SCS) remain suitable for closed partnerships where liability is joint and several. Lib - eral professions (lawyer, doctor, legal adviser) naturally lean towards the professional civil partnership ( société civile professionnelle – SCP). These entities are clas - sified as partnerships. Capital companies are subject to corporate and busi - ness income tax ( impôt sur les bénéfices industriels et commerciaux – IBIC) as separate legal entities, while partnerships are pass-through entities (the tax is cal -
culated at the company level but is effectively paid by the partners). 1.2 Use and Taxation of Transparent Business Structures The most used tax-transparent entities in Côte d’Ivoire are the: • general partnership; • limited partnership; and • professional civil partnership. 1.3 Tests for Determining Tax Residence A company is deemed to be a tax resident in Côte d’Ivoire if it has either its registered office or its place of effective management within Ivorian territory. The registered office corresponds to the place of incorporation, as stated in the articles of association and recorded in the commercial register. Alternatively, or additionally, residence may be established based on the place of effective management. This is deter - mined by the company’s actual centre of management – specifically, the location where essential strategic and operational decisions are made and where its economic activity is concentrated. Regarding tax-transparent entities, residency is not determined at the level of the entity itself, but rather by reference to the tax residency of its partners or members, who are personally liable for tax on their share of the profits.
84 CHAMBERS.COM
Powered by FlippingBook