Company Formation in Niger

General reference only. This skill is general tax/accounting reference material for AI-assisted workflows. It has not been reviewed for any specific person's facts, documents, elections, deadlines, residency, filing status, or local procedures. Do not rely on it to file, pay, amend, or take a tax position without review by a qualified professional in the relevant jurisdiction.

Who this applies to

Prepare a Niger company formation working paper for an SARL, ordinary SA or SAS, and identify when a branch or representative office needs a different route. Niger appears on OHADA's member list. AUSCGIE article 1 applies to commercial companies seated in member states alongside noncontrary national law. This is a 2026 intake draft based on the actual 2014 companies Act and Niger's read 2014 decree as amended in 2017. It is not a completed current guichet application or tax registration service. AUSCGIE arts. 1–2.

Rates, bands and thresholds

Form or funding question	Rule and conditions	Official source
SARL	One or more natural or legal persons; associates answer for company debts only to their contributions	AUSCGIE 309
Niger SARL capital	Associates set capital and nominal share value in the statutes. Replacement article 5 controls; do not reuse the superseded national capital/nominal floors	Décret 2017-284 art. 1, gazette printed page 265
SARL subscription and payment	All shares subscribed; kind contributions fully paid; cash shares at least half paid at subscription, remainder within two years of RCCM registration under the statutes	AUSCGIE 311-1
SARL kind contributions	Auditor required if an individual or aggregate kind contribution exceeds CFA 5 million; special advantages always require review. See valuation procedure below	AUSCGIE 312
SA	A single shareholder is permitted; liability to contributions; ordinary minimum CFA 10 million. Nominal amount set by statutes in whole numbers	AUSCGIE 385,387
Listed/public offering SA	Minimum CFA 100 million when listed in a member state or publicly offering securities there. Specialist public offering procedure is outside this draft	AUSCGIE 823–824
SA cash funding	Entire capital subscribed before statutes signed; cash shares at least quarter paid at subscription, balance within three years of RCCM registration under statutes or board/general-administrator decision	AUSCGIE 388–389
SAS	One or more associates, liability to contributions; statutes organise governance subject mandatory rules and fix capital/nominal value. Public offering prohibited	AUSCGIE 853-1,853-4–5

No capital number is an incorporation fee or evidence of enough working capital. Do not select an entity solely from its initial cash payment; compare governance, financing and commercial requirements separately from the unresolved tax treatment.

The base

1. Build the constitution file. Establish owners, authorised signers, activity and regulated permissions, precise seat and desired governance. The name cannot duplicate a registered company's name. Documents to third parties carry name, form, capital, seat and RCCM number. A postbox alone is insufficient. Statutes identify form, name, object, seat, duration, each contributor and cash/kind/industry terms, special advantages, capital and securities, result/reserve/liquidation allocation and operation. AUSCGIE 13–25; Décret 2014-503 art. 4.
2. Use the correct Niger SARL formalities. Articles 2–3 allow private or notarised statutes. Private statutes no longer require depositing them in notarial minutes with recognised signatures. Prepare originals needed at the seat and for required formalities; modifications use the same forms. Paid cash is deposited immediately in the company-in-formation account or a local notary's office against receipt. Present the receipt to the notary at authentication or competent court registry at RCCM registration and record payment/deposit in statutes. When a local notary certifies payment/deposit, use a notarised subscription/payment declaration; a founder or notary declaration identifies each natural/legal subscriber, bank domiciliation where applicable and payment. All associates participate personally or through a specially empowered representative. Décret 2014-503 arts. 2–4,6–7; AUSCGIE 315.
3. Check kind contributions. Statutes record each valuation and special advantage. Under the table's triggers, associates unanimously appoint a contribution auditor, or the competent court appoints on a founder's request. Annex the report describing each item/advantage, valuation method and reasons, and coverage of nominal shares. If special advantages cannot be valued, the auditor assesses their substance and effect on associates. If no auditor is used or associates adopt a different value, associates are jointly liable to third parties for the attributed kind value for five years. This concerns value on formation/increase, not maintaining future value. AUSCGIE 312.
4. Keep SA cash conditions together. Until fully paid, cash shares remain nominative. While capital remains unpaid, the SA cannot increase capital except through kind contributions and cannot issue bonds. Shares cannot represent industry contributions. Cash subscription uses dated, signed bulletins in two originals for the company and notary. Fields include company identity, capital split, seat, shares, issue terms, subscriber/payment, depositary, notary and copy receipt. Deposit funds within eight days of receipt with a notary or approved credit/microfinance establishment domiciled in the seat state, into a special account, supplying the subscriber/payment list. The notary verifies subscriptions/payments against bulletins and deposit evidence, annexes the certificate, and all subscribers sign statutes personally or by specially authorised agent after the deposit certificate. AUSCGIE 389–396.
5. Separate signing from legal personality. Except the participation company, register at RCCM. Signature/adoption of statutes constitutes the company; personality starts at RCCM registration unless the Act provides otherwise. Before registration, the company cannot oppose its existence to third parties, who can rely on it. Disclose preconstitution commitments in the detailed statement; without a constituent assembly, the associates sign both the statutes and annexed commitment statement for adoption upon registration. Other adoption paths require the statutory approval process. Unadopted commitments do not bind the company; signatories are jointly and indefinitely liable. A precise postconstitution manager mandate can carry specified commitments into the company on registration; excess acts require the prescribed approval with interested participants excluded. AUSCGIE 97–113.
6. Release funds only through the right stage. SARL funds stay unavailable until registration, then become available to duly appointed managers. If registration has not occurred within six months of first deposit, contributors can seek court permission to withdraw; release is not automatic. For SAS, apply SA rules only insofar compatible and with article 853-3 exclusions, including the ordinary SA minimum; statutes set governance and the president represents the company. Do not import every SA requirement indiscriminately. AUSCGIE 314,853-3,853-7–8.

Deadlines and filing

Before filing, founders and first members of management, administration and direction prepare the regularity/conformity declaration for RCCM. Its authors sign it; they may mandate one or more of those authors to sign. Omission causes rejection. The exception is a notarised subscription/payment declaration established and filed under the Act and commercial-law provisions. AUSCGIE 73–74.

Management prepares annual financial statements and a management report. Article 140 requires annual approval within six months of year-end and, where applicable, delivery to auditors at least 45 days before the ordinary meeting. SARL article 348 permits a court-requested extension. Article 269 requires RCCM deposit within a month after approval; a refusal decision is deposited within the same period. Electronic deposit is permitted, and judicial compulsion can follow an unsuccessful informal request after 30 days. These are corporate steps, not a corporate tax return deadline. Current accounting templates and filing fields have not been read. AUSCGIE 137–140,269,348.

For SARL auditor appointment, test at year-end whether at least two are strictly exceeded: CFA 125 million assets, CFA 250 million annual turnover, 50 permanent staff. Exactly equal does not exceed. The duty ends where two tests were not met in the two years before mandate expiry. Otherwise appointment is optional, but associates holding at least a tenth of capital can request judicial appointment. AUSCGIE 376.

The CCIN SARL formalities leaflet lists private/notarial statutes, capital proof or DNSV, declaration on honour or criminal record, handwritten request and existence declaration, plus SARLU identity/foreign-founder documents. It supplies a starting document list, not a verified 2026 portal or current fee schedule. The read leaflet repeats an old nominal floor despite citing the amending decree; follow the actual 2017 replacement article 5. Confirm the current guichet's document versions, submission route, NIF/CNSS requirements, filing/payment fields and receipt sequence before submitting. Do not promise the old three-day timeline or adopt the leaflet's tax-registration/VAT claims.

Penalties and interest

Missing mandatory statute particulars or founding formalities can lead to judicial regularisation and joint founders/first-management liability for resulting harm. Article 315 makes an SARL invalid if associates do not properly participate in its founding act. These are not an invented fixed fine. No current Niger criminal fine, filing penalty or interest schedule was obtained. AUSCGIE 75,78,315.

Cross-border points

A branch has no personality separate from its owner and registers at RCCM. A foreign-owned branch must be contributed to an existing/new member-state company within two years of creation unless the commerce minister grants an exemption. Subject to special-regime rules, the exemption lasts two years and is not renewable. Failure can lead to court-ordered deregistration and publication. AUSCGIE 116–120.

A representative office performs only preparatory/auxiliary work, lacks management autonomy and separate personality, and registers at RCCM under local law. If activities justify conversion into a branch, apply for RCCM correction within 30 days of the change, with article 120 applying where relevant; statutory deregistration/publication consequences remain. This corporate classification does not decide tax PE, treaty relief, exchange controls or immigration status. AUSCGIE 120-1–120-5.

Two worked examples that recompute

Funding decision. Assume lawful proposed capital of CFA 10 million, all cash, and ordinary unregulated activities. Under the read subscription rules an SARL pays at least half now; an ordinary SA at least a quarter now, while subscribing all capital. That is CFA 5 million versus CFA 2.5 million now, leaving CFA 5 million versus CFA 7.5 million. The SA requires the ordinary minimum and carries the nominative-share, no-bond and capital-increase restrictions above. Different balance-payment periods apply. This comparison does not recommend the SA or certify a registration file. AUSCGIE 311-1,387–389.

name: SARL versus ordinary SA cash funding decision
inputs:
  subscribed_cash_capital: 10000000
steps:
  sarl_initial: subscribed_cash_capital / 2
  sa_initial: subscribed_cash_capital / 4
  sarl_balance: subscribed_cash_capital - sarl_initial
  sa_balance: subscribed_cash_capital - sa_initial
  initial_difference: sarl_initial - sa_initial
expected:
  sarl_initial: 5000000
  sa_initial: 2500000
  sarl_balance: 5000000
  sa_balance: 7500000
  initial_difference: 2500000

Strict contribution-valuation boundary. An SARL has two kind contributions independently valued at CFA 3 million and CFA 2 million and no special advantage. Their CFA 5 million aggregate does not exceed the contribution-auditor threshold. If the second is CFA 2.1 million, the CFA 5.1 million aggregate exceeds it even though each individual item is below it, so an auditor is required. The statutory liability rule still applies if no auditor is appointed or a different value is adopted. This is contribution valuation, not the annual accounts audit test. AUSCGIE 312.

name: Individual versus aggregate contribution auditor boundary
inputs:
  first_item: 3000000
  second_at_boundary: 2000000
  second_above: 2100000
  statutory_boundary: 5000000
steps:
  aggregate_at: first_item + second_at_boundary
  aggregate_above: first_item + second_above
  excess_at: max(aggregate_at - statutory_boundary, 0)
  excess_above: max(aggregate_above - statutory_boundary, 0)
expected:
  aggregate_at: 5000000
  aggregate_above: 5100000
  excess_at: 0
  excess_above: 100000

Ask the client first

• Who owns, subscribes, signs and manages, and is any owner a foreign person or entity?
• Which activities, regulated permissions, operating address and public fundraising plans apply?
• What cash, kind or industry contributions and special advantages are proposed, with valuations and payment evidence?
• What commitments already exist, when were statutes signed, and has RCCM registration occurred?
• What accounts year-end, asset/turnover/staff figures and prior auditor mandates exist?
• Which actual current guichet documents, NIF/CNSS records and branch/office activities are available?

Sources

Official source	Provisions actually read	Read on
OHADA member list and companies Act notice	Niger membership; notice's adoption/publication/commencement metadata and current-Act classification. The notice's later prose contains an inconsistent month; use the original Act identification	2026-11-01
OHADA official library, original AUSCGIE adopted 30 January 2014	Private cached original PDF: pages 8,10–15,18–20,28–32,36–37,65–66,76–78,86,93,95–97,194,207–210, scoped provisions identified above. Pages 95–96 visually checked because OCR omits the single-shareholder sentence and distorts the quarter wording. This is not a full Act or tax-code consolidation	2026-11-01
CCIN, original Décret 2014-503	Public download, all three scanned pages visually read: arts. 1–8 and signature. Original article 5 is superseded by the next row	2026-11-01
Niger official gazette, Décret 2017-284, FAOLEX copy	Physical page 2, printed 265: entire decree, replacement article 5, publication clause and signature visually read. Physical page 1's unrelated land law is not adopted	2026-11-01
CCIN/Maison de l'Entreprise, formalities leaflet	One-page SARL and individual document lists, capital-amendment notes and printed administrative/tax claims read; outdated/conflicting assertions are identified, not adopted as current law	2026-11-01

Not yet confirmed: complete 2026 national amendment/currentness chain beyond the read instruments; old claims about SME popularity, larger-business suitability and commonly chosen capital; current guichet forms/portal/fields/acknowledgements, fees and three-day timeline; NIF/CNSS registration sequence and obligations; current foreign-founder/UBO requirements; operative accounting forms/SYSCOHADA application details; corporate tax, ITS/CNSS, monthly TVA and patente schedules; full public offering, SA kind-contribution and SAS procedures; national fines/interest, tax PE, treaty, exchange-control and immigration treatment. The older leaflet's nominal-share floor conflicts with the actual replacement article 5, and its default tax regime/VAT/public-contract assertions are not relied on. No accountant has attested to this draft.