Company formations Service in Benin
Start a company in Benin
No. 1 company formations Agent in Benin
To form a company in Benin, you should consider a budget of 1,000 - 1,500 EUR (excluding the company share capital).
There are several issues that need to be taken into consideration, to determine the exact costs of forming a business in Benin,
· How many shareholders and directors are involved? (Up to 2 or 3 are typically included without extra expenses)
· Do all stakeholders speak French or English translation of documents that will be required?
· Do you need a personalized Formation Deed, which requires a lot of input by the Benin notary?
· Is there a foreign legal entity involved as a shareholder or director? This might require extra time to properly identify this legal entity (and the authority of the representatives).
If someone wants to start a company in the African continent, then Benin ought to be an excellent choice. This is true for companies of any size, and active in most industries.
Even if you are a relatively small company (start-up), and you don’t expect a lot of activity in Benin for the first 12-24 months, you can easily start a company (low budget, and within 1 week maximum) and have little bureaucratic affairs to worry about.
Kafui & Partners is a well-established corporate service provider that can assist you with your whole process of company registration, as we have informed and assisted over numerous entrepreneurs and incorporated dozens of legal entities.
Are you a start-up, and planning to move your business to Benin? Kafui & Partners can facilitate your business, and help you with the residency requirements, as well as with mentoring programs, and connect you to facilitators throughout the country.
Starting a business in Benin, without paying taxes
Benin companies are subject to corporate taxes, based on the Benin tax law. However, you may be entitled to some local tax exemptions. In case you are planning to start a business in Benin, but you are not certain if the company will make a profit, we can assist you in optimizing your taxation in Benin.
If your company in Benin does not make a profit, it still needs to file its tax records in Benin and prepare a basic Financial Statement. You may also be required to withhold taxes on the salary of your staff. VAT can also be relevant for your Benin company, even if you are not making a profit. Our Benin tax advisors can assist you to determine the best tax strategy for your company in Benin before you decide to start.
Best way to start a business in Benin
The best way to start a business in Benin depends on your situation. Each company is different, and unique in its own ways. In fact, your own business looks different every year, and the way you expand your business to a new country, such as Benin, will also depend on the goals that you have set to achieve in Benin. You might be planning to expand your business and increase sales. Or you are planning to relocate your sales activities, even if it’s just in paper, to create a local reputation for your customers. You might be looking for local manpower or simply to protect your assets. So, although each company is unique, your requirements typically are not. We have made an overview of typical market entry scenarios so you can get familiar with the most important information, and how Kafui & Partners can help you to start a Benin business.
Select a Market Entry Strategy
Each company is different, and unique in its own ways. In fact, your own business looks different every year, and the way you expand your business to a new country, such as Benin, will also depend on the goals that you have set to achieve in Benin. You might be planning to expand your business and increase sales. Or aiming to relocate your sales activities, or to protect your investments in Benin.
Your company might be unique, your company’s requirements typically are not. We have made an overview of typical market entry scenarios for you to become familiar with the most important information and how Kafui & Partners can help you to start a Benin business.
Get Best Consultation for Setting up a Company in Benin
Licenses and Tax Requirements in Benin
In case you are a foreign company planning to obtain a local license, sell goods or provide services locally in Benin, you will be required to obtain authorisations from Benin authorities. Kafui & Partners can assist you to register a Benin company and advise on all administrative and tax issues. Once your activities in Benin grow, we can assist you with additional administrative, tax and management support.
Developing your business in Benin
Are you looking for new customers in Africa, or specifically in Benin? Kafui & Partners can assist you to negotiate with local partners and secure your sales channels, to get in touch with potential counterparts and develop your business in Benin. In case you are active in trading and good sales, we can assist you in your interactions with local distributors.
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Company Formations in Benin FAQ
Who are involved in the company formation process in Benin?
In order to start a Benin business, you will deal with the following (government) ‘bodies’:
- A Benin Notary (in case of a private limited in the form of « Société Anonyme » or « Société par Actions Simplifiées »);
- Company registration authorities and Chamber of Commerce;
- Local Advisors (such as Kafui & Partners);
- Benin Tax & Customs Administration (who will issue the Tax ID).
And of course, you might have to deal with any of the cofounders, or board members that you will appoint for your Benin company. Every board member, and shareholder will have to provide full cooperation in the company formation process. This means they will need to provide their passport copy and proof of address and have to get identified in person (video call) or need to provide legalised copies of their information (and signature).
Company formation in Benin can be done by a single person. Even if that person is not resident. A single person can act as both director and shareholder.
In case the share capital is below 15,000 EUR and the company is a private limited one, a Benin notary will not necessarily be involved in the company formation process.
What are the different types of companies (legal entities) in Benin?
There are different types of commercial companies that can exist in a member state of the organization for the Harmonization of Business in Africa (OHADA) such as Benin. The Uniform Act on Commercial Companies and Economic Interest Groups governs the incorporation and general operation of these companies.
LIMITED LIABILITY COMPANIES
There are two main types of limited liability companies: the SA and the SARL. In both, the liability of each shareholder for the company’s debts is limited to the amount of his shareholding.
Société Anonyme (SA)
The process of incorporating an SA requires the services of notary, who authenticates each step. First, the founders of the company must publish subscription bulletins. Then at least a quarter of the share capital must be paid before the articles of association can be prepared. If there is to be a public offering the company’s shares, there must first be a Constituent General Meeting (the public offering of shares also affects the number of statutory auditors required as two are needed if there is a public offering whereas only one is needed if there is not). Once the previous steps have been completed, the company must then be registered at a local RCCM (Registre du Commerce et du Crédit Mobilier).
When the company has been registered, a notice must be placed in an appropriate national legal journal or newspaper. An SA can be managed either by a managing director or by a board of directors. The key determinant as to which form of management is adopted is the number of shareholders the company has; a company with three or more shareholders must have a board of directors. The guidelines for the management of an SA are outlined in the Uniform Act. The rights possessed by shareholders are reflective of the amount of their shares. Both individuals and corporate entities can be shareholders in an SA. The Uniform Act allows a quite a large degree of freedom in allowing SA’s to create other types of securities other than shares, namely bonds and hybrid securities.
The decision to increase the share capital of an SA can only be made in a (extraordinary) shareholders’ meeting (and this is the same for any decision to reduce the share capital). The process is quite similar to that of incorporation as at least of quarter of the amount of the shares must be paid following which a notarized statement of subscriptions must be made.
As an SA must have a minimum capital of 10 million FCFA (and 100 million FCFA if it intends to make public offerings), any reduction of its share capital cannot result in a capital lower than this amount. Under the Uniform Act an SA cannot buy its own shares directly or through a third party.
However, there are exceptions to this under the Act including where the shares are attributed to company employees.
Société á Responsabilité Limitée (SARL)
The process of incorporating an SARL is similar to that of the SA –the only difference being the minimum share capital amount, which in this case is in practice 5,000 FCFA, considering that the minimum value for each share in 5,000 FCFA. An SARL is managed by one or more managers (gérants) who are either appointed in the articles of association or at some point during the company’s lifespan. Like an SA, an SARL can have just one shareholder as it can be created by one or more individual or corporate organization. Shareholders have the right to vote on decisions, the right to dividends and the right to information regarding the company as well as the right to question such information.
Collective decisions are made in annual general meetings–which can be called by shareholders representing at least a quarter of the shares or by a petition made to the court by an individual shareholder – or by written consultations. Where an SARL’s capital exceeds 10 million FCFA; its annual turnover is more than 25 million FCFA; or it has more than 50 permanent employees, the SARL must have at least one statutory auditor.
Agreements made between an SARL and a manager or shareholder can be authorized by a two stage process in which a report in written by the relevant manageror statutory auditor,then a decision is made by shareholders representing more than half the share capitalas to whether or not the agreement will be authorized.However, agreements between the company and an individual shareholder or a manager in which the latter benefits from, this may be held void or null.
UNLIMTED LIABILITY COMPANIES
In addition to limited liability companies, the Uniform Act on Commercial Companies and Economic Interest Groups also provides for a number of types of companies where shareholders, or some of them, have unlimited liability. Société en Nom Collectif (SNC) Governed by the Uniform Act, an SNC is defined as a private partnership. In an SNC all the shareholders are jointly liable for the debts of the company. There is no required maximum or minimum number of shareholders and all the shares are of equal value. The manager of an SNC can be a shareholder or non-shareholder and does not have to be an individual – a corporate body can be manager.
The powers and identity of the manager are usually outlined in the articles of association. In such cases, a unanimous vote is required to revoke the manager’s tenure. However, when the manager’s identity is not in the articles of association, the revocation can be done through a majority vote. In an SNC, all decisions are made either by the manager, by written consultation or by a simple majority at the annual shareholder’s meeting.
Société en Commandite Simple (SCS)
There are two types of shareholders in an SCS.
Associés Commandités (active partners) – these shareholders are jointly (and unlimitedly) liable for the company’s debt and are identifiable. These shareholders jointly manage the company (unless otherwise stated in the articles of association). There must be at least one active partner in an SCN.
Associés Commanditaires (inactive partner) – these shareholders are only liable to the extent of their contribution to the capital share and are not identifiable If a sleeping partner assumes any of the responsibilities of the active partners, the becomes unlimitedly liable. Managers generally make the key decisions and all other issues are decided at the annual shareholders meeting.
Société en Participation (SP)
Technically this is not a company, but rather, a joint venture between two or more partners. An SP is not registered with the RCCM and as a result, is not party to court proceedings; is not subject to collective insolvency hearing; does not have a registered office or corporate name and does not enter into contracts. However, SP’s are generally governed by the same guidelines as SNC’s in relation to the partners.
Société de Fait
This is an informal business relationship between two or more individuals or corporate bodies as there as the company is not formally registered.
However, where the court confirms the existence of a société de fait, the guidelines relating to shareholders in a SNC are applicable.
Branch Representative Office
A branch registration in Benin can be interesting for entrepreneurs that already operate an overseas company. A branch registration in effect, is the registration of an overseas company, at the Benin Chamber of Commerce. This means that no separate legal entity is set up. Generally speaking, it’s easier to establish a branch, then a legal entity, because no public notary is involved in the process.
Furthermore, the Company law of the overseas is applicable, which means that it’s not required to draft any Financial Statements based on OHADA and Benin law.
Things to consider before you start a Benin company
Before starting the process of forming a company in Benin it is important to be familiar with some of the basic concepts around rules and practices related to the company registration process.
The best piece of advice that we can give you, is to give a call (or schedule a call, so we can call you!) to our Company Formation officers to discuss your situation and requirements.
Which City is Best for Benin Company Formation?
The most popular city for company formation in Benin is Cotonou. Cotonou is Benin’s main business hub, and many types of companies feel that it makes most sense to start a company in the economic capital city, which also attracts the greatest number of tourists and business travellers. If you would like to know more about Company Formation in Cotonou, contact our company formation officers in case you like to have more information or would like even to visit our office in Cotonou. Hence, Cotonou is popular for company formation by industrialist and traders. Cotonou has great start-up ecosystem.
Upon starting a business in Benin, the following costs must be considered:
• The company formation administrative costs, which is charged by local authorities for the registration of the company (less than 50 EUR);
• The notary fees (for certain types of companies, especially private limited with share capital above 15,000 EUR), which is charged by the notary - This fee is included in the company formation fee of Kafui & Partners (1,000 – 1,500 EUR);
• The share capital cannot be considered an expense, but you should consider that this has to be deposited on a bank account or a notary;
• The virtual office fees (provided by Kafui & Partners if client does not have local offices), which vary between 60 EUR and 150 EUR for a standard registered office facility;
• The company formation fees charged by Kafui & Partners, which are in general from 1,000 to 1,500 EUR, for foreign entrepreneurs;
• Accounting fees in Benin, which start at 125 EUR per month.
In this age of globalization, the threshold to operate internationally is low. International business is no longer reserved for large companies. Opportunities for small and medium-sized businesses are waiting to be claimed.
With partner offices in Cotonou, Benin, we are a corporate service provider fully focused on non-resident SME companies & start-ups. We specialize in supporting and guiding entrepreneurs from all over the world to set up and grow their companies in Benin.
From the moment an entrepreneur first contacts us for the successful formation of their Benin company, and even after that, our goal is to make the entire process as simple, transparent, and affordable as possible. We know how busy and stressful running a business can be, we shall help make the process easier by setting out all your options and recommending the best course of action. We pride ourselves on our flexibility and entrepreneurial approach. Working with us the entrepreneur can be guaranteed to get a fast, fair, and pleasurable service.
In this age of globalization, the threshold to operate internationally is low. International business is no longer reserved for large companies. Opportunities for small and medium-sized businesses are waiting to be claimed.
But gaining access to a foreign market can be complex. We specialize in advising entrepreneurs just like you. We’ll show you all the potential benefits and risks associated with opening up a foreign business so that you can make intelligent and informed decisions. Our local expertise combined with our international know-how gives us the necessary insight to ensure you’re guided in the right direction.
A Personalized approach
You need a partner who understands your business and vision. At Kafui & Partners, we have a reputation for going the extra mile. We take pride in our ability to deliver a service personalized to the needs of our clients. You’ll receive more than a standard generic service. We think outside of the box so your business can take advantage of our expertise.
The majority of Kafui & Partners clients have their own personal Company Officer who will be their direct point of contact and be responsible for ensuring all of your requests are dealt with within 24 hours. For your more technical and legal requests, Company Officers are supported by one of our (external) experienced Expert Consultants who specialize in tax law, accounting, immigration law, and a whole lot more.
Fixed and competitive fees
Due to our success as one of Benin's foremost incorporation agents, we are able to aim for cost leadership.
We aim to deliver a positive and successful customer experience and a big part of that is to have a transparent pricing policy. By tailoring our services directly to the needs of our clients, we can deliver you the most cost-effective solution for your needs.
To ensure complete transparency, we will always inform you at the start of the process of all the fixed and variable costs for our services. Every potential fee will be presented to you in a clear and easy-to-understand format, so you will never have to worry about any hidden or surprise costs.
Another advantage of the expertise and experience of Kafui & Partners is that we adapt our experiences in our timelines on a constant basis. This way, we are able to provide our clients not only fair expectations on the outcome (such as, on the opening of a bank account, or application of a certain business license) but we are also able to provide you with clear and trustworthy timelines.
With the correct preparation, Kafui & Partners is able to perform a one-week incorporation service, during which the bank can be visited the same day to open a corporate bank account. To get a good impression on how long it will take in your situation to start a company in Benin, please contact our team.
Company Registration process for Benin in 3 steps
Our core services are designed to help you achieve your business goals as effectively and efficiently as possible. From company formation to opening a foreign bank account, we’ll take care of all the necessary logistics so you can concentrate on running your business.
Step 1: Decide to expand your company overseas
Gaining access to a foreign market can be complex. We specialize in advising entrepreneurs just like you. We’ll show you all the potential benefits and risks associated with opening up a foreign business so that you can make intelligent and informed decisions. Our local expertise combined with our international know-how gives us the necessary insight to ensure you’re guided in the right direction.
We will make sure that you are able to:
• Decide the best company structure for your specific needs;
• Understand how the local law will relate to your business and what your legal responsibilities are;
• Ensure all your assets are securely protected;
• Create a tax structure that optimizes the amount of tax you will need to pay.
Setting up your business abroad can be tricky. You need to know all your options. Kafui & Partners has worked with entrepreneurs from all over the world and from different cultures. So, you can be confident that we can work with you.
Step 2: Incorporate your company
Setting up a business can be complex. Setting it up in a foreign country even more so. You need knowledge of local regulations, culture, language, customs, and habits. If you don’t properly plan and execute your company formation, you will face unnecessary obstacles and challenges that will likely result in your business failing.
Our company formation services in Benin are designed to help you achieve your business goals as effectively and efficiently as possible. From company formation to opening a foreign bank account, we’ll take care of all the necessary logistics so you can concentrate on running your business.
Even once your company has been incorporated, we will continue to provide the entrepreneur with additional services and value. Ideal for non-resident clients, we offer a popular Company Officer Service that will take care of all legal and tax obligations related to the local Chamber of Commerce and national tax authorities. Our experts can also assist their company with internal matters such as drafting of contracts, debt collection, purchase or rent of real estate, negotiating with local partners, and much more.
But our services do not stop there. We can provide entrepreneurs with any service that they may need to run and grow their companies. Below is a list of our most popular core services:
• Bookkeeping/Accounting Services;
• Preparation of Legal Contracts;
• Formation of a Representation/ Sales Office in Benin;
• Virtual Offices;
• And more…
Step 3: Development and Growth of your business in Benin
Establishing your business in Benin is only the first step! After starting your company in Benin, you will want to develop your business and induce the growth of your organization. At that stage, Kafui & Partners offers business development advice, which will enable you to grow your business towards your set strategic goals. Our business development services consist of two main categories:
1- Business Plan
For our Business Plan Services, we have two distinct services.
• We write a Business Plan for you.
• You will submit your own market entry business plan for review by one of our Experts.
In both cases, we will deliver an advisory report based on our findings - creating additional value for your activities in Benin.
2- Contract Negotiations and Recruitment
Establishing a new environment can be challenging. This includes negotiate new contracts with third parties and partners, as well as finding perfect and skilled employees. Kafui & Partners can assist you in resolving these problems. We actively assist you in contract negotiations to access new business opportunities and make sure we seek talents to grow your team.