Company Formation in Chad

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

Founders and directors choosing or maintaining a Chad commercial company under OHADA, and ordinary entities preparing individual SYSCOHADA accounts. This2026 working paper covers SARL/SA/SAS capital, registration evidence, statutory-audit triggers and annual reporting dates. It does not complete a regulated licence, current fee quote, sector accounting manual or live GUCE/RCCM filing. Tax computations and return dates belong to the income, corporate, VAT and payroll Guides. AUSCGIE arts5–6,98–101,309,385,853-1; AUDCIF arts1–5.

Rates, bands and thresholds

Amounts are CFA francs/XAF. Capital is a funding commitment, not an incorporation fee.

Condition	Rule/amount	Primary source
OHADA SARL default, subject to contrary national provisions	1,000,000minimum	AUSCGIE311
Chad ANIE archived formation sheet	100,000minimum; private-deed statutes permitted; national instrument/current procedure still to acquire	ANIE one-page NB, capture2025-07-10
SARL cash subscription	At least half initially; balance within2years of RCCM	AUSCGIE311-1
SARL in-kind contribution valuation	Mandatory valuer if any contribution or aggregate exceeds5,000,000; particular advantages separately reviewed	AUSCGIE312
SA subscribed capital	At least10,000,000; cash at least one quarter initially; balance within3years of RCCM	AUSCGIE387–389
SAS capital	Determined by statutes; public offering prohibited	AUSCGIE853-4–853-5
SARL auditor mandatory when at least2strict thresholds exceeded	Assets125million; turnover250million; permanent staff50	AUSCGIE376
Ordinary small-entity cash system, unless electing normal accounts	Turnover strictly below60million trade/40million craft/30million services	AUDCIF11–13
Accounting book/support retention	10years	AUDCIF24

The base

1. Choose form using ownership, liability, governance, financing and activity facts. SARL can have one natural/legal partner or multiple partners; the old50partner ceiling is not supported by article309 and is held. SA has its own governance and funding rules; no SARL “ceiling” automatically forces an SA. SAS can have one/multiple associates with statutory capital. SNC, partnership and special-activity structures need their own liability review. AUSCGIE309,385,853-1–853-5.
2. Subscribe SARL capital fully, pay in-kind contributions fully and the required cash fraction; deposit funds immediately with an approved bank/credit/microfinance institution or notary and record it in the statutes. Obtain a contribution valuer when article312 applies. For SA subscribe fully before signing, pay its cash fraction and schedule the balance within three years. The ANIE historical sheet supports100,000/private deeds for Chad, but the national implementing instrument and current registry acceptance have not been acquired: confirm those before using a below-default capital structure. Do not insist that every Chad SARL requires a notarised deed. AUSCGIE311-1–313,387–392; ANIE.
3. Build the ANIE GUCE dossier: three statutes copies and annexes; conformity/notarial subscription declaration as appropriate; managers, premises evidence, certified valid identity, criminal record/declaration, photographs and regulated-activity approval. The one-page authority sheet says only complete dossiers are accepted. Its listed outputs are RCCM, NIF, CNPS employer notification, statutes registration number and commercial-activity certificate. The sheet’s historical fees and the predecessor’s unsupported2–8week estimate do not establish current cost/time; neither is promised here. ANIE complete sheet.
4. Reconcile current tax identification separately. LF20/new CGI147 requires the NIF request through DGI, relevant ANIE/RCCM or operating-authorisation evidence, prescribed identity/beneficial-owner information, location/address, premises title/lease and applicable identification/transport documents. NIF is unique/permanent and is not conditional on prior tax payment. Obtain the actual current prescribed form and retain its acknowledgement. LF20, CGI147.
5. Determine audit before close: SARL article376 requires at least two strict greater-than tests; equality does not exceed a threshold. All SA appoint an auditor and alternate; public-offering SA need at least two of each. SAS uses the stated size tests and also the control/controlled-company route. Court/minority and regulated-entity appointments are separate. AUSCGIE376–378,702–704,853-13.
6. Select the accounting framework. AUDCIF excludes banks, microfinance, insurers, social-security bodies and nonprofits from ordinary SYSCOHADA scope. For an ordinary entity, test the small-entity system versus normal accounts using the table. For the normal system, maintain the procedures manual, chronological supporting evidence, double entry and required journal, ledger, trial balance and inventory records. The eligible small-entity SMT branch instead uses article21 cash accounting and its prescribed cash records; detailed SMT implementation remains held. Normal annual statements are balance sheet, income statement, cash-flow statement and notes, not a copied obsolete TAFIRE-only list. AUDCIF5,8,11–21.
7. For SARL distribution, allocate at least one tenth of profit less previous losses to legal reserve until it reaches one fifth of capital; statutes and the general distributable-profit rules can require more restraint. Do not mistake meeting the reserve target for permission to distribute all cash. AUSCGIE143–146,346.

Deadlines and filing

AUDCIF7 uses the civil year, with its first-year rules for businesses starting in the first/second half. Finalise statements within four months after close under23; record the finalisation date. Where required, deliver the accounts/management report to the auditor at least45days before the meeting, approve within six months after close, subject to valid judicial extension, and file with RCCM within one month after approval. If approval is refused, article269 requires filing that decision in the same period. AUDCIF7,23; AUSCGIE140,269,348.

For a31December close the ordinary approval deadline is30June. If approved15June, ordinary RCCM filing is by15July. Corporate reporting dates do not replace DSF, tax-payment, payroll or VAT deadlines. Reconcile the accounts, management report, audit report where required, minutes, approved statements and registry receipt. Current GUCE/RCCM upload channel, fields, fees and receipt procedure were not acquired; keep the administrative job open until those are established.

Penalties and interest

This Guide has not acquired the national registry/annual-accounts late-filing penalty schedule. Do not substitute tax penalties for it. Current NIF default sanctions are in LF43/new CGI1059, including500,000FCFA per month for missing registration/change communication; establish the precise breach and date before calculating. Do not apply the previous50,000figure from the archived baseline. LF43.

Cross-border points

A foreign-owned branch must be contributed to an existing/new member-state company within two years, subject to the ministerial dispensation of two years nonrenewable and special regimes in article120. Branch transformation is separate from tax permanent-establishment tests. Foreign ownership, foreign-manager work/residence permits, beneficial ownership and regulated-activity licences need their actual national documents before registration. AUSCGIE117–120; LF20.

Two worked examples that recompute

SARL versus SA cash funding

For illustration choose a cash-only SARL capital1million: at least500,000paid initially and500,000within two years. An SA capital10million needs at least2.5million initially and7.5millionwithin three years. These are different legal forms and commitments, not equal-cost alternatives; fees/taxes are additional and unquoted. In-kind contributions would change the initial payment calculation.

name: Cash capital payment by chosen legal form
inputs:
  sarl_capital: 1000000
  sa_capital: 10000000
steps:
  sarl_initial: sarl_capital * 0.50
  sarl_balance: sarl_capital - sarl_initial
  sa_initial: sa_capital * 0.25
  sa_balance: sa_capital - sa_initial
expected:
  sarl_initial: 500000
  sarl_balance: 500000
  sa_initial: 2500000
  sa_balance: 7500000

Strict audit boundaries

A SARL has assets exactly125million, turnover260million and50permanent staff: only turnover exceeds its threshold, so article376's two-threshold route does not mandate an auditor. If assets are126million, two thresholds are exceeded and it does. The recomputation quantifies each excess; negative/zero excess does not count. Other appointment requirements are not waived.

name: SARL two strict audit thresholds
inputs:
  assets_at_boundary: 125000000
  assets_above: 126000000
  turnover: 260000000
  staff: 50
steps:
  asset_excess_at_boundary: max(0, assets_at_boundary - 125000000)
  asset_excess_above: max(0, assets_above - 125000000)
  turnover_excess: max(0, turnover - 250000000)
  staff_excess: max(0, staff - 50)
expected:
  asset_excess_at_boundary: 0
  asset_excess_above: 1000000
  turnover_excess: 10000000
  staff_excess: 0

Ask the client first

• What owners/beneficial owners, natural/legal shareholders, governance, funding and activity require the chosen form?
• What cash/in-kind contributions, payment evidence, contribution values and capital timetable exist?
• What premises, identity, management and regulated-activity documents support the GUCE/NIF dossier?
• What assets, turnover, permanent staff and control relationships trigger audit/system choice?
• What year-end, auditor engagement, approval dates, minutes and filing receipts exist?

Sources

Primary source	Read on	Actual scope
Official OHADA AUSCGIE2014 Gazette	2026-11-01	Source researcher read arts5–6,98–101,117–120,137–146,269,309–313,346–349,376–392,702–704,853-1–853-13; printed77 visually checked; correctly identified company Act
Official OHADA AUDCIF2017	2026-11-01	Arts1–24,112–113 including scope, statement set, system choice, records, four-month close and retention; original2017Act, not sector implementation manual
ANIE formation sheet, archived2025-07-10	2026-11-01	Complete one-page official sheet and scan; historical dossier/outputs and100,000/private-deed note, no current-fee certification
Enacted LF2026	2026-11-01	New CGI147/NIF owner information and1059 registration/change penalties, arts20,43; original/new clauses pp29–30,61

Not yet confirmed: national instrument permitting100,000/private-deed SARL and current registry confirmation; current formation/registration fees and timeline, live GUCE/RCCM/beneficial-owner forms, national accounts/registry penalties, regulated licences and foreign-manager permits; the unsupported legacy50partner SARL ceiling or SA-for-capital-ceiling rule; full SNC/SCS/GIE methods, consolidation, recognition/valuation and sector/nonprofit/IFRS accounting. These remain formation/reporting/compliance gaps. For independent AI source review and its limits, see the country README. No accountant attestation.