Côte d’Ivoire relies on civil law inherited from the French legal tradition. The system is based on a rigorous codification of texts and a normative hierarchy structured around the 2016 constitution, ordinances, decrees, and orders. Case law is primarily used as an interpretative tool and is not considered a main source of law.

The framework governing businesses arises from a harmonious network of national and regional texts, particularly those formulated by the Organization for the Harmonization of Business Law in Africa (OHADA) and West African Economic and Monetary Union (WAEMU).

The Sources of Business Law

Economic activities are subject to several essential codes, including:

• the Investment Code (Ordinance No 2018-646 of 1 August 2018);
• the Commercial Code;
• the Labor Code (Law No 2015-532 of 20 July 2015);
• the General Tax Code;
• the Public Procurement Code (Decree No 2019-679 of 24 July 2019); and
• sector-specific codes:
1. Mines (Law No 2014-138);
2. Hydrocarbons (Law No 96-669, as amended);
3. Environment (Law No 2018-938); and
4. Telecommunications (Law No 2013-451).

Most procedures for starting a business are now centralised at the one-stop business creation centre located at the Centre de Promotion des Investissements en Côte d’Ivoire (CEPICI), in accordance with government reforms aimed at simplifying procedures and strengthening the business climate.

The Influence Exerted by Regional Legislation

Côte d’Ivoire is part of several regional organisations, whose standards immediately translate into obligations for businesses. The OHADA Uniform Acts serve as the foundation of business law in Côte d’Ivoire. They cover, in particular:

• General Commercial Law (AUGDC, 2010);
• commercial companies as well as economic interest groups (AUSCGIE, 2014);
• securities;
• accounting; and
• arbitration and mediation, two complementary approaches to dispute resolution.

The Common Court of Justice and Arbitration (CCJA) ensures that the texts are interpreted uniformly.

The Configuration of the Judicial System

The structure of the Ivorian judicial system is as follows:

• courts of first instance, authorised to hear civil, commercial, and criminal disputes;
• Court of Appeal;
• Court of Cassation, the highest court, the true supreme judge of the judicial order;
• Council of State, the highest court of the administrative order; and
• Court of Auditors, an essential pillar of public management.

In response to commercial disputes, Côte d’Ivoire established the Abidjan Commercial Court under Decree No 2012-1128 and strengthened it with a Court of Appeal dedicated to the commercial sector, in order to expedite the resolution of business-related conflicts. When seeking to resolve their disputes, companies sometimes turn to arbitration, notably through the CCJA or the Arbitration Center of the Chamber of Commerce and Industry (CACI).

By combining modernity and regional harmonisation, Côte d’Ivoire offers a legal framework that is particularly conducive to business development. The national law, integrated with OHADA and UEMOA (Union Économique et Monétaire Ouest-Africaine) standards, provides investors with stability, predictability, and legal security. Recent reforms, including the establishment of a commercial court, the digitalisation of procedures, and administrative simplification through CEPICI, further enhance the country’s attractiveness.

In accordance with Regulation No 09/2020/CM on external financial relations, all foreign direct investments (FDIs) must be reported to the Banque Centrale des États de l'Afrique de l'Ouest (BCEAO – the Central Bank of West African States) and the Finance Department for statistical purposes and to monitor investment flows, even though prior authorisation is not required in most cases. This does not apply to any particular industry, as it is a rule that applies whenever a foreign investor acquires or holds more than 10% of the voting rights or capital of a local company.

Preliminary Remarks

The primary legal framework for foreign investment in Côte d’Ivoire is the Investment Code, established by Ordinance No 2018-646 of 1 August 2018 and subsequently amended by Ordinance No 2019-1088 of 18 December 2019 and Ordinance No 2024-857 of 30 September 2024 (the “Investment Code”).

Furthermore, the Investment Code is supplemented by other texts, such as the Labor Code and the Tax Code. In addition to national texts, it is important to note community/regional texts such as the OHADA Uniform Acts, in particular the Uniform Act on Company Law, to name but one.

Economic Growth

Côte d’Ivoire has maintained strong economic performance over recent years. The economy is among the fastest growing in West Africa, with growth driven by agriculture, services, infrastructure, and increasing diversification. The GDP of Côte d’Ivoire was expected to reach USD83.85 billion by the end of 2025 (according to trading economics).

Positive drivers

• Solid economic growth and macroeconomic resilience.
• A legal and regulatory framework that supports investor protection and guarantees.
• Liberal treatment of FDI with no wholesale screening or foreign ownership restrictions (aside from sector-specific licensing).
• Strategic regional integration through WAEMU and the African Continental Free Trade Area (AfCFTA).

Considerations for investors

• Compliance with necessary declarations under WAEMU external relations rules.
• Awareness of sector-specific permit and licensing regimes where applicable (eg, banking, telecoms, and extractives).
• Engagement with CEPICI and other authorities to secure investment incentives under the Code.

Political environment

Despite recent episodes of peaceful protest of the population linked to the last presidential election, Côte d’Ivoire enjoys relative stability. It is business as usual to date.

Key guarantees/incentives under the Investment Code

The Investment Code provides several important protections and assurances for investors.

• Freedom to invest in any sector not specifically excluded by the Investment Code.
• Equal treatment of foreign and domestic investors, subject to applicable bilateral, regional and multilateral treaties.
• Protection of property rights, including the guarantee against expropriation without fair compensation.
• Freedom of access to foreign exchange for investment activities, with no arbitrary limits on repatriation of profits.
• Local content incentives, including additional tax credits for subcontracting to nationals and opening share capital to Ivorian nationals under specific conditions.

These provisions are intended to support a predictable and secure legal environment for FDI.

FDI declaration and approval regimes

Under the Investment Code, two incentive regimes exist.

• Declaration Regime – investments may benefit from certain incentives on the basis of a simple declaration, without minimum thresholds, facilitating smaller and medium-scale investors.
• Approval Regime – larger or more strategic investments may qualify for enhanced incentives upon approval by the investment promotion agency (CEPICI), subject to investment size, sector, and location zones (Zones A, B and C).

FDI-related enforcement

To the authors’ knowledge, there is no widely reported high-profile FDI enforcement action that has significantly altered the FDI regime or investor confidence.

Ongoing reform agenda

Côte d’Ivoire continues to pursue economic reforms aimed at improving investment facilitation, including:

• digitalisation of administrative procedures;
• enhancements in business registration and regulatory transparency; and
• alignment with global governance standards.

These reforms are expected to improve the ease of starting and operating businesses and reduce bureaucratic delays.

Overview of Common Deal Structures

M&A transactions are predominantly structured as private share deals, particularly where the target is a limited liability company (SARL) or a joint-stock company (SA) governed by the OHADA Uniform Act on Commercial Companies. Share acquisitions are generally favoured because they offer a straightforward transfer of control, fewer operational disruptions and a simpler regulatory path for the investor. These transactions are typically formalised through a negotiated share purchase agreement and related ancillary documents.

Asset deals are also possible, especially when an investor intends to acquire specific assets or avoid inheriting legacy liabilities. However, they are usually more complex in practice. Transfers of individual assets may require multiple registrations, notifications to commercial partners, and in certain regulated industries (such as mining, banking or telecoms), prior approvals, re-licensing or specific tax assessments. As a result, these structures tend to be used only when commercially necessary.

Public and Private M&A

In Côte d’Ivoire, acquisitions of private companies are mainly structured in the form of share purchases, sometimes in the form of asset purchases for liability management, and increasingly through holding companies for governance and tax efficiency reasons.

These transactions are negotiated privately under OHADA company law, which allows for flexibility in terms of conditions, due diligence, guarantees, and shareholder agreements to define governance, exit rights, and minority protection.

For acquisitions of publicly traded companies, the structure differs due to regulatory oversight. Investors typically use takeover bids (OPA) or block trades followed by mandatory bids, governed by the rules of the BRVM (Regional Stock Exchange) and the AMF-UMOA (Financial Markets Authority of the West African Monetary Union), which impose requirements in terms of disclosure, pricing, and minority protection. Public transactions are slower, less flexible, and subject to regulatory oversight, while private transactions are largely freely negotiated.

Minority Investments

Minority investments are commonly executed through targeted share subscriptions or capital increases, rather than full acquisitions. These are usually paired with a detailed shareholders’ agreement addressing governance rights, reserved matters, information rights, dividend policy and exit mechanisms such as pre-emption, tag-along and drag-along rights. Investors must also comply with OHADA corporate formalities, local registration requirements and, where relevant, regional merger-control rules.

M&A transactions operate within a structured legal environment shaped by OHADA corporate law and national sector-specific regulations. Several regulatory considerations must be taken into account when structuring a domestic M&A transaction.

At the corporate level, the OHADA Uniform Act establishes the approvals required for share transfers, asset disposals, mergers and changes of control. Depending on the company type, these approvals may involve board decisions, shareholder resolutions or extraordinary general meetings. Legal formalities such as updating the company’s by-laws, filing documents at the Trade and Personal Property Credit Register (RCCM) and publishing notices may also be required to render the transaction enforceable against third parties.

In regulated sectors, obtaining prior approval from the competent authority is often mandatory in the event of a change in control. The mining sector requires approval or notification for transfer of shares or assets linked to mining titles. The banking sector subjects acquisitions of qualifying holdings in financial institutions to authorisation by the BCEAO. Telecommunications and energy operators may also need approval to transfer licences, concessions or operational rights. These requirements can significantly influence the structure and timeline of a transaction.

Other regulations that investors should keep in mind when considering this type of transaction are noted below.

Competition/Antitrust Review

• Mergers and acquisitions that may significantly reduce competition or create a dominant position are subject to review under the Competition Law enforced by the Autorité Nationale de Régulation des Marchés Publics et de la Concurrence (ANRMP-C).
• Notifications are typically required before closing, particularly for transactions exceeding turnover or asset thresholds, and the authority can impose conditions or block the transaction to protect market competition.

Securities Regulation

• If the target company is listed on the BRVM or if the acquisition triggers a mandatory tender offer (OPA) under AMF-UMOA rules, approvals and disclosures are required.
• This includes submission of offer documents, pricing justifications, and compliance with minority shareholder protection mechanisms.

Other Considerations

• Labour law compliance – transfer of employees may trigger obligations under employment laws.
• Environmental and social approvals – particularly for mining, industrial, and infrastructure assets, environmental permits or impact assessments may be required.
• Tax clearance – verification that corporate taxes and obligations are up to date may be required for certain filings.
• Foreign Exchange and Payment Regulation – cross-border payments, capital contributions, shareholder loans and repatriation of dividends must comply with declaration and documentation requirements.

Corporate governance in Côte d’Ivoire falls within the harmonised framework of OHADA law, governed by the Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE), adopted in 2014. This text is the main source of regulation applicable to the constitution, organisation and operation of commercial companies in the 17 OHADA member states, including Côte d’Ivoire.

The corporate governance framework aims to ensure transparency, executive accountability, shareholder protection and good corporate management. Company articles of association also play an essential role, specifying internal governance procedures in accordance with OHADA law.

In Côte d’Ivoire, the most commonly used legal forms are public companies and private companies.

For large companies or those intended to be listed, the “Société Anonyme” (SA) is the preferred form. It requires a minimum share capital of XOF10 million (CFA francs) (approximatively EUR15,244) (Article 387 of AUSCGIE) and a mandatory auditor. Its management can be organised either in the form of a board of directors or a general administrator (Article 414 of AUSCGIE). SA’s are subject to strict obligations of transparency, publication of accounts and internal controls.

For small and medium-sized enterprises, the limited liability company (SARL) is the most common form. It requires a minimum capital of XOF1 million (approximatively EUR1,524) (Article 311 of AUSCGIE) and offers simplified governance, provided by one or more managers. The transfer of shares is governed by an approval mechanism, ensuring control over the composition of the capital.

The more recent simplified joint-stock company (SAS) also attracts investors thanks to its contractual flexibility and flexibility in the organisation of management bodies. The economic interest group (GIE) completes this overview, facilitating co-operation between companies without creating a company as such.

For foreign investors, the choice of legal form has several strategic implications. The SARL and SAS offer considerable contractual freedom and are suitable for wholly-owned subsidiaries or joint ventures, while the SA is preferred for large-scale projects requiring public funding or enhanced institutional credibility. Governance and audit requirements are more stringent for SAs, but they reinforce the confidence of partners and authorities.

Côte d’Ivoire generally allows foreigners to hold 100% of the capital, subject to specific authorisations in certain regulated sectors (banking, mining, and telecommunications). The Investment Code offers significant guarantees:

• freedom to transfer capital and profits;
• equal treatment of domestic and foreign investors; and
• protection against expropriation.

In Côte d’Ivoire, the relationship between a company and its minority investors is governed primarily by the AUSCGIE, supplemented by national legislation, in particular the Investment Code and the AMF-UEMOA regulation for listed companies. This relationship is based on a balance between the majority power necessary for the effective management of the company and the protection of minority investors against abuse by the majority.

In SAs and SARLs, minority investors are recognised as partners with governance, financial, and informational rights. The fundamental principles are based on the right to dividends, the right to participate in meetings, the right to vote in proportion to the shares held, the right to information, and the right to appeal in the event of abuse of power. The AUSCGIE thus guarantees transparency and fairness in relations between the company and its minority investors.

In public (listed) companies, the protection of minority investors is reinforced by stock market regulations. The AMF-UEMOA imposes obligations of continuous disclosure, publication of financial statements, and compliance with governance rules. Minority investors benefit in particular from the right to fair treatment during takeover bids or exchanges, the right to regular financial information, and the right to withdraw in the event of a substantial change in control. The concept of transparency is central here, in order to prevent conflicts of interest and market manipulation.

In private companies, the protection of minority investors relies more on the articles of association and shareholder agreements (if any). These instruments may include pre-emption, tag-along, approval, or anti-dilution clauses to ensure that the interests of minority investors are protected in the event of a change in share ownership or a capital increase. The AUSCGIE also allows minority investors representing at least one-tenth of the share capital to request the convening of a general meeting, to add items to the agenda, or to appoint an expert to examine certain suspicious transactions.

In the event of abuse of majority power, for example, when a decision is taken in the exclusive interest of the majority shareholders to the detriment of the company or minority shareholders, the latter may bring an action for annulment or liability against the directors or majority shareholders. This mechanism is essential to maintain investor confidence and ensure a sustainable balance between the various interests involved.

The Investment Code establishes reporting obligations and procedures with national authorities (to obtain tax/customs benefits): a project declaration allows access to the incentive scheme and, for eligible projects, approvals or authorisations may be required. Thus, an investor who wishes to benefit from exemptions or special status must complete administrative procedures and provide financial supporting documents and a description of the project.

In Côte d’Ivoire, the FDI is subject to a declaration regime and a set of legal, economic, and social obligations. Any foreign investment involving the ownership of at least 10% of the capital of an Ivorian company must be declared to the Directorate General of the Treasury and Public Accounting in accordance with regional rules on capital movements. These declarations, which are required when creating, acquiring, or selling shareholdings, are intended to ensure the transparency and traceability of FDI flows.

The benefits of this regime are subject to several cumulative conditions. Investors must keep regular accounts in accordance with OHADA accounting law, whether they are companies or individuals engaged in commercial activities or not. They must also be subject to a real taxation regime, whether simplified or normal, and strictly comply with the environmental standards in force. Investments must also relate to new equipment suitable for the sustainable transformation of available resources, particularly in the context of responsible forest management.

Investors must comply with national laws and regulations, promote partnerships between national and foreign actors, use local suppliers and subcontractors, and contribute to capacity building for Ivorian personnel through training and technology transfer.

Beneficiaries of advantages must comply with applicable technical, social, health, and environmental standards, as well as international quality standards. They are required to promote human and labour rights in accordance with the principles of ISO 26000, to guarantee their employees’ safety conditions in accordance with local legislation, and to actively participate in social projects for the benefit of local communities.

Finally, investors must refrain from any act of corruption or money laundering. The funds used for investments must come from lawful sources, and any violation in this regard will result in the forfeiture of the benefits granted and the application of the penalties provided for by law.

Thus, the Ivorian system combines disclosure, compliance, and accountability, balancing investment attractiveness with requirements for transparency, good governance, and sustainable development.

Côte d’Ivoire has a developing and increasingly sophisticated capital markets sector, largely integrated within the WAEMU and regulated by the regional stock exchange (BRVM), which serves all WAEMU member states.

The BRVM provides companies with the ability to raise capital through equity issuance (shares) and bond offerings, although market liquidity remains relatively limited compared with more mature African markets. The regulatory framework for public offerings and investor protection is harmonised across WAEMU, providing transparency and predictability for investors.

Despite the existence of the BRVM, bank financing remains the dominant source of funding for most businesses, particularly for SMEs. Commercial banks provide loans, overdrafts, and structured financing, often secured by tangible assets. Private equity, venture capital, and development finance institutions also play a growing role, especially in sectors such as agribusiness, energy, and infrastructure.

For large corporations and state-backed projects, capital markets financing is increasingly used to complement traditional bank lending, particularly through corporate bonds and syndicated loans, while smaller enterprises primarily rely on bank loans and microfinance institutions. Overall, access to financing in Côte d’Ivoire is improving, but businesses often need to combine multiple funding sources to support expansion and investment plans.

The capital markets framework is governed by regional securities legislation and market regulation, notably the General Regulation of the Regional Financial Market of UEMOA, various AMF-UEMOA circulars and decisions, and the BRVM’s own rules and instructions for listing and disclosure.

Issuers seeking to offer securities to the public across the WAEMU region must prepare a prospectus approved by the Regional Council for Public Savings and Financial Markets, and are subject to ongoing disclosure requirements designed to enable investors to assess the issuer’s financial condition, rights attached to securities and the purpose of the offering.

Listing on the BRVM is subject to specific admission criteria that vary by market segment. For example, action issuers must meet minimum thresholds related to capitalisation, operating history and free float, and must adopt transparent financial reporting and governance practices, while issuers of bonds must satisfy nominal value and dematerialisation requirements.

For a foreign investor, exposure to applicable securities laws depends on the nature of the investment. A private acquisition of a non-listed company does not, by itself, trigger a requirement under securities laws to register or publicly disclose the investment with securities regulators.

However, if a transaction involves a public offering or listing of securities on the BRVM, or results in shareholdings that require disclosure under the market rules (for example, when thresholds are crossed by a listed issuer), then securities law obligations arise, including prospectus requirements, public disclosure and possible mandatory offer obligations under regional securities regulations.

In all cases involving public offers or trading on the BRVM, issuers must comply with ongoing reporting obligations, maintain adequate market governance, and ensure that investors receive timely and accurate information. Foreign investors purchasing securities on the BRVM typically do so through authorised intermediaries such as broker dealers or investment advisers and must comply with any applicable investor protection rules and holding disclosure requirements under the regional regime.

When Securities Law Obligations Arise for Foreign Investors

• Private acquisition of non-listed companies – minimal impact; standard corporate law applies.
• Investment in listed companies – notification required for shareholding thresholds (eg, 5%, 10%, or 25%); potential mandatory offer obligations, and ongoing disclosure.
• Public offerings of shares or bonds – prospectus approval by CREPMF required; full compliance with BRVM listing rules and ongoing reporting.
• Cross-border transactions – foreign investors must comply with local rules only if the investment involves public offerings or listed securities; use of authorised intermediaries is recommended.

To the authors’ knowledge, even if the FDI is made through investment funds, it is treated the same as otherwise. The same legal framework that applies to other foreign investors, mainly under the Investment Code, is applicable.

Mergers

In Côte d’Ivoire, all FDI and merger transactions are subject to a notification requirement.

The Investment Code provides for either an approval regime, applicable to projects exceeding certain investment thresholds (from 50 to 200 million CFA francs – approximatively EUR76,224 to EUR305,000 – for SMEs and large companies, and up to XOF30 billion – approximately EUR45,734,700 – for certain sectors), or the declaration regime for business start-ups with no minimum threshold. In both cases, applications are submitted to CEPICI, the competent authority for their issuance.

Mergers must be filed with the registry of the Commercial Court of Abidjan in accordance with Articles 194 and 198 of the AUSCGIE. Mergers involving credit institutions also require prior authorisation from the Ministry of Finance and Budget (Article 39 of the UEMOA Banking Law).

Finally, mergers reaching the community thresholds defined by ECOWAS (20 million UA (UA typically stands for Unit of Account as defined by institutions like the African Development Bank (AfDB) and the West African Economic and Monetary Union (UEMOA) framework. It is a notional currency used for reporting, budgeting, and regulatory thresholds.) in combined turnover or 5 million UA for at least two entities concerned) are subject to review by the ECOWAS Regional Competition Authority (ARCC).

Competition

In terms of competition, certain exemptions may be granted, either on the initiative of the ARCC or at the request of the companies concerned. These exemptions apply to any agreement or category of agreements between companies, decisions or concerted practices, in accordance with Article 35 of the implementing regulation on the ECOWAS Investigation and Notification Manual (INM).

According to this text, the transactions concerned must pursue one or more of the following objectives:

• contribute to improving the production or distribution of goods; or
• promote technical or economic progress, while ensuring that consumers receive a fair share of the resulting benefits.

For an exemption to be granted, the agreement must not contain restrictions that are disproportionate or unnecessary to the attainment of these objectives and must not eliminate competition for a substantial part of the products concerned.

Furthermore, in accordance with Article 46 of the INM regulation, exemptions may also be granted at the request of the undertakings concerned in the public interest or by decision of the ARCC on grounds of public interest.

Apart from mergers and investments subject to prior review by the competent authority, there is no mechanism to our knowledge for reviewing investments before their completion.

However, once the transactions have been completed, competition rules apply to all economic activities, including those carried out by legal entities governed by public law (Article 43 of the Order No 2013-662 of 20 September 2013 relating to the Competition Act (the “Competition Act”)).

Finally, it should be noted that, ex post control is carried out by various actors authorised to detect infringements of competition rules, in particular agents of the competition control directorate, judicial police officers and rapporteurs of the competition and anti-poverty commission (Article 30 of the Competition Law).

Given the existence of the ARCC, this mechanism aims to assess the compliance of investments with competition rules in order to avoid any overlap or consolidation that could distort healthy and effective competition.

Under the Competition Act, a merger is defined as:

• the merger of two or more previously independent undertakings;
• the acquisition of direct or indirect control by one or more persons or undertakings, whether through the acquisition of a shareholding, the purchase of assets, the conclusion of contracts or any other means, over all or part of one or more undertakings; and
• the creation of a joint venture performing, on a lasting basis, all the functions of an autonomous economic entity.

Thus, in accordance with Article 12 of the Competition Act, a concentration may be considered an abuse of a dominant position when the transactions create or strengthen a dominant position held by one or more undertakings, with the effect of significantly impeding effective competition in the market.

Furthermore, Article 7 of Act A/SA.1/12/08 on ECOWAS Competition Rules defines “merger” in a broad sense, as: “the acquisition of control or other business combinations, the taking of control, joint ventures or other acquisitions or groupings of undertakings, including interconnected directorships of a vertical, horizontal or conglomerate nature between or among undertakings”.

Accordingly, any merger or acquisition that is likely to constitute an economic concentration or create a position of strength that significantly reduces effective competition in the market is subject to prior control and authorisation by the competent authority, under penalty of nullity, in accordance with the aforementioned Article 7.

In principle, investments are unrestricted, in accordance with the fundamental principle set out in Article 1 of the Investment Code. However, certain commitments and obligations are imposed on investors.

With regard to mergers, Article 2(1)(a)(viii) of Regulation C/REG.23/12/21, provides that:

“The notification sent to the ARCC must be accompanied by the payment of a non-refundable fee, calculated at 0.1% of the combined annual turnover or the combined value of the assets of the companies concerned in the community, whichever is higher. Undertakings must also justify the economic or strategic rationale for the transaction and provide all the information required in the notification form”.

Apart from merger control, the Investment Code imposes general obligations on investors, including:

• contributing to the socio-economic development of the country;
• complying with all Ivorian legislation, including environmental standards;
• promoting the transfer of technology and skills; and
• giving preference to local labour and national companies for services and subcontracting, whenever local skills are available, in accordance with the law on local content.

To the authors’ knowledge, there has not been any blockage or challenge by the competent authority once an investor has obtained prior approval for the investment.

The authors are not aware of the existence within the jurisdiction of a foreign investment/national security review regime applicable to FDI.

This is not applicable in this jurisdiction.

Remedies and commitments are not applicable in this jurisdiction.

See 6. Antitrust/Competition.

Subject to the sectoral restrictions set out above (eg, the acquisition of mining titles) in terms of investment law, foreign investors enjoy the same treatment as nationals in Côte d’Ivoire. Certain activities may be excluded from tax benefits or subject to technical regulations, but these rules do not constitute discrimination based on nationality alone.

Disclaimer:The information provided in section 9 does not constitute tax advice. As the authors are not tax specialists, this information is provided for informational purposes only. Before taking any action, the authors strongly recommend that the reader consults a qualified tax adviser for tailored advice.

Tax Regime for Corporate Income

Corporate Income Tax (CIT)

Resident companies are subject to a general CIT rate of 25%. A higher rate of 30% applies to companies in telecommunications, information technology, and communications (Article 64 of the General Tax Code (GTC)).

Value Added Tax (VAT)

The standard VAT rate is 18% on taxable supplies of goods and services (Article 359 of the GTC).

Real Estate Tax

• 9% of rental value for income-generating real estate;
• 0.5% of market value for non-income-generating built property held by companies (Article 158 of the GTC);
• 1% of market value of undeveloped land (Article 165 of the GTC); and
• 3% of rental value for income-generating properties, increased to 4% for properties owned by companies (excluding co-ownerships by civil real estate companies) (Article 156 of the GTC).

Business Licence Tax (Patent)

• A turnover-based contribution (0.5% of turnover within minimum and maximum limits).
• A tax of 18.5% of the rental value of business premises for companies under the normal regime (Articles 267 and 278 of the GTC).

Withholding Tax (WHT) on dividends

Standard WHT is 15% for resident and non-resident shareholders (Article 182 of the GTC). A reduced 10% rate applies for dividends paid by companies listed on the BRVM (Article 183 of the GTC).

See 9.1 Taxation of Business Activities.

While this is applicable in Côte d’Ivoire, the authors are not specialists on the topic and have, therefore, not provided details. It is recommended to seek specialist analysis.

Tax on sale or other dispositions of FDI is applicable in Côte d’Ivoire, however, the authors are not specialists on the topic and have, therefore, not provided details. It is recommended to seek specialist analysis.

Anti-evasion regimes are applicable in Côte d’Ivoire, however, the authors are not specialists on the topic and have, therefore, not provided details. It is recommended to seek specialist analysis.

General Legal Framework

Labour law in Côte d’Ivoire is primarily governed by Law No 2015-532 of 20 July 2015 establishing the Labour Code, as amended by Law No 2023-893 of 23 November 2023 (hereinafter referred to as the “Labour Code”).

The implementation of this law is complemented by several regulatory texts, including:

• Decree No 2022-31 of 12 January 2022 establishing the modalities for telework;
• Decree No 2022-986 revising the Guaranteed Interprofessional Minimum Wage (SMIG);
• Decree No 2024-898 of 16 October 2024 on working hours;
• Decree No 2024-900 of 16 October 2024 on trial periods;
• Decree No 2024-901 of 16 October 2024 on staff and trade union representatives;
• Decree No 2024-902 of 16 October 2024 on employers’ obligations;
• Decree No 2017-210 of 30 March 2017 on termination, retirement, and funeral allowances; and
• earlier decrees governing hygiene, safety, and paid leave (notably Decree Nos 98-38, 98-39, and 98-41 of 28 January 1998).

In addition, collective agreement plays a key role, in particular the Interprofessional Collective Agreement of 19 July 1977 and its annex of 20 July 1977, which governs the employment of casual workers (“journaliers” – “day labourers”).

The competent authority is the Ministry of Employment and Social Protection (Decree No 2022-604), supported by Regional Labour Directorates and the Labour Inspectorate.

Labour courts, established within courts of first instance, have jurisdiction over individual employment disputes.

Employment Relationships

Under Article 2 of the Labour Code, an employment contract is defined as an agreement whereby a natural person (the employee) undertakes to make his or her professional activity available to another (the employer), under the employer’s authority and direction, in exchange for remuneration.

The main types of employment contracts are:

• permanent contracts (CDI);
• fixed-term contracts (CDD); and
• apprenticeship and internship contracts, governed by specific rules.

All employment contracts must be in writing and must specify the employee’s duties, remuneration, duration, workplace, and working conditions.

Working Conditions

The Labour Code and its implementing decrees govern the main conditions of employment, including:

• working hours – 40 hours per week in the private sector (Article 21.2 and Decree No 2024-898 of 16 October 2024);
• Guaranteed Interprofessional Minimum Wage (SMIG) – established by Decree No 2022-986 in accordance with Article 31.8 of the Labour Code;
• paid leave – 2.2 working days per month of effective service, ie, approximately 26 working days per year (Article 25.1);
• weekly rest and public holidays (Article 24.2); and
• occupational health, safety, and hygiene, under the supervision of the Labour Inspectorate (Article 41.1 et seq of the Labour Code).

Social Protection and Employment Policies

Employees are mandatorily affiliated with the National Social Insurance Fund (Caisse Nationale de Prévoyance Sociale – CNPS), which administers:

• employer and employee social contributions; and
• benefits such as family allowances, pensions, and work-related injury compensation.

In addition, the state implements employment promotion policies through the Youth Employment Agency (Agence Emploi Jeunes – AEJ) and other professional insertion programmes.

Termination of Employment

Employment contracts may be terminated:

• by the employer (dismissal for personal or economic reasons);
• by the employee (resignation); or
• by mutual agreement or upon expiry of a fixed-term contract.

Dismissal must be justified, notified in writing, and preceded by a preliminary interview. The employer must comply with the applicable notice periods, severance pay, and, where applicable, reinstatement provisions in the event of unfair dismissal. Disputes arising from termination fall within the jurisdiction of the labour courts.

The employer–employee relationship is the legal bond whereby one person (the employee) undertakes to work on behalf of and under the authority of another person or entity (the employer), in return for remuneration.

In this sense, in the absence of a specific legal framework governing the method of employee remuneration (eg, cash, shares, etc), the common practice remains the payment of remuneration in cash.

That said, there is no legal provision prohibiting employers from offering alternative or mixed compensation structures, which may include, in particular, shares, a cash component, and/or any other legally permissible benefits, subject to compliance with the applicable provisions of labour law and social regulations in force.

With regards to the impact of remuneration mechanisms in the event of a change of control, these aspects are generally dealt with at the contractual level in the transaction documentation (sale agreements, shareholder agreements, employment contracts, or amendments).

In the authors’ experience, acquisitions are most often carried out with the retention of jobs and, correspondingly, the renewal of the compensation structures in place prior to the transaction, unless otherwise negotiated between the parties.

However, it should be noted that any substantial change in working conditions or compensation, such as a reduction in salary, the elimination of benefits, or a significant reassignment, following an acquisition or change of control, requires the prior and express consent of the employee concerned.

In the absence of such consent, the employer cannot unilaterally impose these changes and, where applicable, only has the option of proceeding with dismissal, in strict compliance with the applicable legal procedures and subject to the payment of severance pay as provided for by the regulations in force.

The Ivorian Labour Code seeks to ensure the continuity of employment relationships and the protection of employees’ acquired rights, while preserving sufficient flexibility to allow economic and corporate transactions to be carried out efficiently.

Pursuant to Article 11.8 of the Labour Code, any change in the legal status of the employer or transfer of ownership, whether by way of merger, sale, conversion, or succession, does not affect existing employment contracts. As a result, such contracts are automatically transferred to the new employer and continue in force under the same terms and conditions, without requiring termination or re-execution.

To the authors’ knowledge, the Investment Code and international agreements ratified by Côte d’Ivoire (notably the Bangui Agreement and its annexes on intellectual property) do not make intellectual property a criterion for authorising foreign direct investment in Côte d’Ivoire.

From a regulatory standpoint, Côte d’Ivoire, as a member country of the African Intellectual Property Organization (OAPI) and bound by most relevant international legal instruments such as the Berne Convention for the Protection of Literary and Artistic Works, the Paris Convention for the Protection of Intellectual Property, and the Patent Cooperation Treaty, offers strong protection for key intellectual property rights.

It should be noted that titles registered with OAPI automatically take effect in Côte d’Ivoire.

Finally, to date, works generated by AI are not covered by the current legal framework and, to the authors’ knowledge, are not subject to intellectual property protection.

Since 2013, there has been a specific legal framework for the protection and confidentiality of personal data in Côte d’Ivoire. The first regulation of the country devoted to the protection of personal data is Law No 2013-450 of 19 June 2013 on the protection of personal data.

This was supplemented by Decree No 2014-451 of 9 July 2014 setting out the implementing rules, and Decree No 2015-79 of 4 February 2015 setting out the procedures for declarations and submission of applications, granting and withdrawing authorisation for the processing of personal data.

As a member state of the African Union, Côte d’Ivoire also applies the African Union Convention on Cybersecurity and Personal Data Protection which it ratified in 2023.

To the authors’ knowledge, the national law and its implementing decree have no extraterritorial scope. However, the law requires prior authorisation for the transfer of personal data to a third country ensuring a higher or equivalent level of protection of privacy, fundamental rights and freedoms of individuals with regard to the processing of such data.

The request must be submitted by an Ivorian natural person or a legal entity under Ivorian law with guarantees of protection, conservation and confidentiality of said data.