Country investment factsheet · OHADA business law
Legal & tax framework for investment — July 2026 edition
Series: OHADA country factsheets — a country-by-country overview of investment across the OHADA area.
A logistics gateway to the Sahel and a West African financial centre, Togo builds on the Port of Lomé — one of the region’s main deep-water ports and a transhipment leader — and on a rare concentration of regional financial institutions, including the head offices of the BOAD, the EBID/BIDC, Ecobank and Oragroup. A member of the unified OHADA legal area and of WAEMU — a single-currency monetary zone pegged to the euro — the country combines a harmonised business-law framework, one of the continent’s oldest free-zone regimes and an industrial strategy anchored by the Adétikopé Industrial Platform. This factsheet summarises the macroeconomic, tax and legal data relevant to an entry decision, with particular focus on the legal securing of the investment.
Togo at a glance
A harmonised business-law framework
- OHADA — Togo applies the uniform business law of the Organisation for the Harmonisation of Business Law in Africa (17 member states, 9 Uniform Acts: companies, security interests, debt recovery, insolvency, arbitration, etc.). Disputes may be brought before the CCJA (Common Court of Justice and Arbitration), whose awards are enforceable across the 17 states.
- WAEMU — an 8-state economic and monetary union (central bank: BCEAO); free movement of goods and a common foreign-exchange framework. Reference: uemoa.int.
- Revised SYSCOHADA accounting — the mandatory accounting framework, readable by any investor across the zone.
- Also a member of the African Union, the AfCFTA, the WTO, ECOWAS, OAPI (intellectual property) and CIMA (insurance).
Common OHADA company forms
| Form | Minimum capital | Typical use |
|---|---|---|
| SA (public limited co.) | XOF 10,000,000 | Codified governance, access to public savings |
| SAS (simplified joint-stock co.) | Set freely by the by-laws | Statutory flexibility — joint ventures, holdings |
| SARL (LLC) | Set freely by the by-laws | Simpler projects, light structure |
| Branch | Attached to the foreign company | OHADA duration limit to anticipate |
Registration with the RCCM through the one-stop business formalities centre (CFE), which issues a single card combining RCCM, tax ID (NIF) and social-security number.
Tax regime — the essentials
| Tax | Rate | Details |
|---|---|---|
| Corporate income tax (CIT) | 27% | Single rate on taxable profit, with no differentiated sector rate under ordinary law. Minimum lump-sum tax: 1% of pre-tax turnover, floor of XOF 20,000, due even where no profit is recorded. |
| VAT | 18% | Single rate. Zero-rated exports; sector exemptions. No reduced rate in force. |
| Withholding taxes (non-residents) | 20% (services / royalties) | Dividends: 13% (7% for companies listed on an approved WAEMU exchange). Interest: withholding applies, rate varying with the instrument. Reduction possible under an applicable tax treaty — to be checked case by case. |
| Tax treaties | France · WAEMU (8 states) | Limited treaty network: bilateral France–Togo treaty and the WAEMU multilateral convention. Absent a treaty, withholding taxes apply at the full domestic rate. |
Tax source: Togo General Tax Code (Togolese Revenue Office, OTR), 2025 update.
Attractive sectors
- Port logistics — the Port of Lomé, a deep-water port and the region’s transhipment leader, serves the Sahel hinterland (Niger, Mali, Burkina Faso); a pivot of the Lomé–Ouagadougou–Niamey corridor.
- Regional financial centre — a unique concentration of institutional head offices: BOAD (West African Development Bank), EBID/BIDC (ECOWAS bank), Ecobank (ETI group) and Oragroup.
- Mining & materials — phosphates and clinker/cement; export-oriented mineral resources.
- Agribusiness — cotton (the leading agricultural export), coffee, cocoa and soy; local-processing potential.
- Industry & processing — the rising Adétikopé Industrial Platform (PIA) (cotton, soy and sesame processing, dry port, logistics).
Investment incentives
- Free-zone regime — created in 1989, among the oldest in West Africa; customs duty and tax exemptions and a preferential tax regime for export-oriented processing activities (subject to approval and conditions).
- Adétikopé Industrial Platform (PIA) — inaugurated in 2021; local processing of raw materials, dry port and integrated logistics services.
- Investment Code — benefits proportionate to the amount invested and conditional on job creation, reinforced for the country’s interior regions.
- API-ZF (Investment and Free Zone Promotion Agency) — one-stop shop for investment and the free zone, with approvals processed within tight timelines.
Work permits for expatriates
- Issuance of residence and work permits to expatriate staff holding a local contract.
- Free transfer of salaries to the home country, after payment of Togolese taxes and social contributions.
Foreign-exchange regulation
- WAEMU / BCEAO framework. Cross-border financial transactions fall under WAEMU’s common foreign-exchange regulation, administered by the BCEAO; capital movements and transfers are regulated, channelled through approved intermediaries (banks) and subject to declaration.
- Repatriation of dividends and capital. Transfer abroad of profits, dividends and disposal proceeds is permitted but conditional on documenting the flows and paying the taxes due — to be structured and documented from the moment of entry into the capital.
- Exchange-rate stability. The fixed XOF/EUR peg (655.957) removes exchange risk against the euro area; convertibility into third currencies and transfers outside the zone nonetheless remain regulated.
Regulation subject to change — precise terms (thresholds, supporting documents, timelines) to be checked with the BCEAO and an approved intermediary.
Securing the investment — the UGGC angle (OHADA levers)
Beyond the figures, a successful entry rests on command of the legal framework. A logistics hub and regional financial centre, Togo offers powerful securing levers for those who structure their project upfront.
- CCJA arbitration — dispute resolution before OHADA’s Common Court of Justice and Arbitration; awards enforceable across the 17 member states.
- Security interests (Uniform Act) — a full range of guarantees (mortgage, pledge, autonomous guarantee, security agent) to secure financings, including port, logistics and industrial operations.
- FX & repatriation — WAEMU/BCEAO foreign-exchange rules: structure dividend and capital repatriation upfront.
- Governance & compliance — OHADA company law, SYSCOHADA, the free-zone regime, early-difficulty prevention.
Our teams support these transactions across M&A, tax law and litigation & arbitration (CCJA).
Our reading — the practitioner’s view
The figures don’t tell the whole story. Here are the points we flag to our clients before any entry into Togo — where field experience makes the difference.
Which structure to choose?
For a foreign operator, the choice is most often between the SA (codified governance, XOF 10,000,000 capital, access to public savings) and the SAS (statutory flexibility, freedom of governance and capital). The SARL remains suited to simpler projects. In practice, the SAS often prevails for joint ventures and holdings, the SA for projects requiring formalised governance; the choice follows the desired governance, the shareholder base and the exit strategy.
Three pitfalls investors underestimate
- The tax-treaty network is limited. Absent the France–Togo treaty and the WAEMU framework, withholding taxes (dividends 13%, services and royalties around 20%) apply at the full domestic rate. For an outbound flow — service fees, management fees, intra-group royalties — check whether an applicable treaty exists before assuming a reduction.
- Free-zone status is not ordinary law. The benefit of the exemptions (customs and tax) is subject to approval and to conditions (export vocation, employment). The detail of the applicable CIT regime must be confirmed against the text in force before any profitability modelling — an investor expecting a full exemption should have the bracket and its duration confirmed.
- The minimum tax bites even without profit. The minimum lump-sum tax (1% of turnover, floor of XOF 20,000) is due even where no profit is recorded. It must be built into the business plan for the early, often loss-making, years — especially for high-turnover, low-margin activities.
From text to practice
The one-stop shop (CFE for incorporation, API-ZF for investment and free-zone approval) is the operational entry point. For industrial and logistics projects (free zone, PIA, dry port), anticipating sector approvals and their timelines is essential to keep to schedule. The traceability of the initial contribution, structured from entry into the capital through an approved intermediary, conditions the smoothness of later repatriation of dividends and disposal proceeds.
Frequently asked questions
What is the minimum capital to set up an SA in Togo?
The minimum capital for a public limited company (SA) is XOF 10,000,000. For the SARL and SAS, it is set freely by the by-laws. Registration is with the RCCM through the one-stop business formalities centre (CFE), which issues a single card combining RCCM, tax ID (NIF) and social-security number.
What is the corporate income tax rate in Togo?
The CIT rate is 27% of taxable profit, with no differentiated sector rate under ordinary law. A minimum lump-sum tax of 1% of pre-tax turnover (floor of XOF 20,000) is due even where no profit is recorded.
What is the VAT rate in Togo?
VAT is 18% (single rate). Exports are zero-rated and sector exemptions apply; there is no reduced rate in force.
How can an investment be secured in the OHADA zone in Togo?
Investors benefit from OHADA’s CCJA arbitration (awards enforceable across the 17 member states), OHADA security interests (mortgage, pledge, autonomous guarantee, security agent), the SYSCOHADA framework, and must structure dividend repatriation upfront under WAEMU/BCEAO foreign-exchange rules. As the tax-treaty network is limited, the impact of withholding taxes should be anticipated.
Does Togo apply OHADA law?
Yes. Togo is one of the 17 OHADA member states. It applies the 9 Uniform Acts (companies, security interests, debt recovery, insolvency, arbitration, etc.) and is part of WAEMU and the revised SYSCOHADA accounting framework.
Considering an entry into Togo?
Contact the UGGC Africa team · Download the country factsheet (PDF)
Go further
Series — OHADA country factsheets (all countries)
Legal framework — OHADA business law
Our expertise — Mergers & Acquisitions · Tax · Litigation & Arbitration (CCJA)
Disclaimer. This country factsheet is provided for general information, as at July 2026; it does not constitute legal or tax advice and cannot bind UGGC Africa. The figures are drawn from public sources and are subject to change (notably through Togolese finance acts). Any investment decision should be the subject of a tailored analysis.
Sources: IMF (World Economic Outlook — Togo) · World Bank (population, GDP per capita) · UN / Worldometer (population) · Togo General Tax Code — Togolese Revenue Office (OTR), 2025 update · API-ZF (free zone & Investment Code) · OHADA · BCEAO · WAEMU · uggcafrica.com.