Company Formation in Togo

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

This is an ordinary business-formation reference, not an approval to operate a regulated activity. OHADA art. 309 permits a SARL formed by one or more natural/legal persons with liability limited to their contributions. A SAS can likewise have one or more members and statute-based governance; SA has its separate share-company rules. AUSCGIE arts. 309, 853-1. Establish the proposed activity, ownership and funding needs before selecting a form.

Rates, bands and thresholds

Item and conditions	2026 rule	Official source
Togo SARL capital and nominal unit	Freely fixed in the statutes by the associates; no fixed CFA 100,000 national minimum under the 2017 replacement	Décret 2017-142, art. 1 replacing arts. 3-4
SARL cash capital payment	At least half on subscription; balance within two years of RCCM registration. Contributions in kind fully paid; all capital subscribed	AUSCGIE art. 311-1
SA capital and payment	CFA 10 million minimum; all subscribed; cash shares at least one quarter paid, balance within three years of RCCM registration	AUSCGIE arts. 387-389
SAS capital	Capital and share nominal amounts fixed by the statutes; cannot make a public offering	AUSCGIE arts. 853-4 to 853-5
CFE personne morale service fee	CFA 28,250 for nationals/ECOWAS nationals; CFA 33,250 for other foreigners. This is the published service fee, not the entire venture budget	CFE, personne morale checklist, section 2

The base

Capital is the shareholders' contribution to the company, distinct from CFE service fees, professional fees and working capital. The general OHADA SARL capital default is expressly subject to contrary national provisions, and Togo's 2017 decree supplies those provisions. Do not resurrect the replaced national fixed minimum. AUSCGIE art. 311; Décret 2017-142, art. 1.

A SARL's paid-in cash capital may meet the legal half-payment rule, but obtain acceptance of the intended CFE statute/deposit documentation before relying on partial payment in a live incorporation. SARL managers are natural persons under art. 323. A SAS's limited liability does not remove mandatory corporate rules or activity approvals. AUSCGIE arts. 311-1, 323, 853-1.

For entity tax choice, Personal income tax owns natural-person business/TPU rules and Corporate income tax owns ordinary company assessment. Do not claim a formation creates an unconditional free-zone or investment tax holiday.

Deadlines and filing

1. Check proposed name and the form, owners, managers, seat, capital and contribution evidence. CFE's checklist rejects identical/close existing names, misleading names and defective or expired documentation. CFE, personne morale checklist.
2. Assemble the CFE Déclaration Mo questionnaire, relevant identity document, foreign residence document, marriage act if married, nonconviction declaration, statutes, manager/director photo and hand-drawn business location plan. The checklist distinguishes nationals, ECOWAS consular identification and other foreigners' passports. CFE, section 1.
3. Lodge the prescribed dossier and service fee with CFE through its official process. The published average processing time is four hours for its service; it is not a promise for banking, professional preparation, licensing or a defective dossier. The checklist is the source for documents and fees, not proof of an end-to-end online submission sequence. CFE, sections 1-4.
4. Obtain RCCM registration: corporate legal personality begins on registration, except the act's specified exceptions. Preserve the statutes, subscription/payment evidence, RCCM and tax/social identification records; reconcile their names and dates before starting the VAT and payroll registrations in the linked Guides. AUSCGIE arts. 97-98.
5. Notify material statutory/company changes to the tax service within 15 days. A cessation result return has its separate 30-day deadline. Deposit annual financial statements with the RCCM within one month after approval. Tax annual returns and monthly payroll/VAT are separate duties under the linked Guides. LPF arts. 12-14; AUSCGIE art. 269.

Penalties and interest

Do not invent one fixed fine covering every failed incorporation. Material company changes and cessation defaults have the LPF procedures and sanctions, while capital, formation and manager conduct have their applicable OHADA/company-law consequences. Refer a disputed or defective incorporation before assuming limited liability already exists. The general tax late-payment rule applies to an actual tax debt rather than to unregistered capital itself. AUSCGIE arts. 97-98; LPF arts. 12-14, 115.

Cross-border points

Foreign owners must supply the foreign identity/residence documents specified by CFE and meet the fee category conditions. Foreign ownership does not establish the company's tax residence, eliminate a Togolese PE or entitle it to treaty relief. The actual management, operations and electronic-platform tests are in Cross-border. CFE, personne morale checklist; LF2026 art. 21, CGI art. 95.

Two worked examples that recompute

A proposed SARL has CFA 600,000 cash capital; an alternative ordinary SA has the statutory CFA 10 million capital, all in cash. The minimum initial capital payments are CFA 300,000 and CFA 2.5 million. A founder with CFA 400,000 can meet the SARL capital payment with CFA 100,000 left before fees, but is CFA 2.1 million short for the SA. The remaining subscribed capital still has to be funded on time. This compares capital duties, not all costs or tax suitability, and assumes the intended partial-payment dossier is accepted.

name: Capital funding choice between SARL and SA
inputs:
  sarl_cash_capital: 600000
  sa_cash_capital: 10000000
  available_cash: 400000
steps:
  - sarl_min_paid: sarl_cash_capital*0.5
  - sa_min_paid: sa_cash_capital*0.25
  - sarl_headroom: available_cash-sarl_min_paid
  - sa_shortfall: sa_min_paid-available_cash
expected:
  sarl_min_paid: 300000
  sa_min_paid: 2500000
  sarl_headroom: 100000
  sa_shortfall: 2100000

A CFA 50,000 budget for CFE service fees leaves CFA 21,750 after the published national/ECOWAS fee or CFA 16,750 after the other-foreign fee. The category changes cash required by CFA 5,000. Neither residual is a quotation for legal, notarial, bank or activity-approval work.

name: Fee category changes residual formation budget
inputs:
  fee_budget: 50000
  national_fee: 28250
  other_foreign_fee: 33250
steps:
  - national_balance: fee_budget-national_fee
  - foreign_balance: fee_budget-other_foreign_fee
  - fee_difference: other_foreign_fee-national_fee
expected:
  national_balance: 21750
  foreign_balance: 16750
  fee_difference: 5000

Ask the client first

Obtain intended activity and licences, number/type/nationality of owners, manager identity and residence, proposed names, seat evidence, cash and noncash contributions, available paid-in funding, beneficial-owner chain and the actual CFE statute model. Ask about the first activity date and tax regime before promising any initial-year tax relief.

Sources

Source and actual read scope	URL	Read on
OHADA AUSCGIE du 30 janvier 2014, official signed act. Arts. 4-11, 97-98, 269, 309-312, 323, 387-389 and 853-1 to 853-5; French signed text and relevant neighbouring provisions.	https://biblio.ohada.org/doc_num.php?explnum_id=2032	2026-11-01
Décret n°2017-142/PR, CFE official reproduction of Journal officiel p.13. Entire decree, art. 1 replacing arts. 3 and 4 of decree 2014-119/PR.	https://cfetogo.tg/uploads/modeles/5ce99b7f8de22.pdf	2026-11-01
CFE, Démarches, personne morale. Entire one-page checklist, document requirements, fees, published average processing time and rejection grounds.	https://www.cfetogo.tg/documents/download-renseignements_mo	2026-11-01
CGI (loi n°2018-024) and LPF (loi n°2018-025), OTR consolidation 2025, archived official copy. Relevant articles specified above, including neighbouring conditions; actual read scopes in the source manifest. Official live download returned 404 after site migration. Current-year archived OTR PDF read locally.	https://web.archive.org/web/20260702000000id_/https://www.otr.tg/index.php/fr/documentation/sur-les-impots/code-general-des-impots/600-code-general-des-impots-livre-des-procedures-fiscales-mis-a-jour-2025/file.html	2026-11-01
Loi n°2025-002 du 31 décembre 2025, finances 2026. Art. 2 and fiscal provisions arts. 7-21, especially the replacement CGI/LPF text in art. 21; scanned PDF read using local OCR with material provisions checked against page images.	https://finances.gouv.tg/wp-content/uploads/2026/01/Loi-de-finances-de-lannee-exercice-2026.pdf	2026-11-01

Not yet confirmed: Current national notarial/authentication exception and whether a specific partial-paid-capital CFE dossier is accepted; compulsory French-language wording; capital-deposit/bank-certificate procedure; beneficial-owner registration and all live electronic fields; regulated activity approvals and entire incorporation cost/timeline beyond the published CFE service. The old approximate 1-4 week, CFA 300,000-800,000 and 2% capital-duty statements are not applied.