Businesses in Burkina Faso may be established under the following types of business entities:

Company (Limited Liability and Public Limited); and
Foreign Business (Subsidiary, Branch Office).

Company

Companies can be formed either as Limited Liability Companies (SARL) or as Public Limited Companies (SA).

Key aspects of Limited Liability Company (SARL) include:

Minimum capital requirement is USD 2,000;
Can be formed by a minimum of 1 shareholder and 1 director of any nationality;
Shareholder and director can be an individual or company;
Liability of the shareholders is limited to their capital contribution;
Appointment of an auditor is mandatory; and
Maintaining books of accounts in French at the registered office as per OHADA laws.

Key aspects of Public Limited Company (SA) include:

Minimum paid-up capital requirement is USD 20,000;
Can be formed by a minimum of 1 shareholder and 3 directors of any nationality;
Shareholder & director can be an individual or company;
Appointment of an approved auditor is mandatory;
Shares can be offered to the public; and
Maintaining books of accounts in French at the registered office as per OHADA laws.

Effective 1 January 2023, resident and non-resident companies are required to appoint a resident tax representative accredited with the tax authorities to meet all corporate tax obligations. This requirement is an extension of the existing requirement of appointing a resident tax representative for VAT reporting and payment purposes.

Foreign Business (Subsidiary, Branch)

Foreign companies can set up a subsidiary or a branch office in Burkina Faso. The subsidiary can be formed as PLC or LLC with a 100% foreign holding. The operations of the branch office are pre-determined by the parent company. A branch must have a registered office and a resident agent who will represent the foreign parent entity in the country.

Pursuant to the revised OHADA rules, the branch must be converted into a subsidiary within 2 years of operations. The conversion obligation may be postponed by ministerial authorization for a similar period of 2 years but only once and only for companies subject to a “special regime”. Prior to the 2014 revision of the OHADA rules, the conversion obligation could be postponed by ministerial authorization multiple times and without the limitation to those entities benefitting from a “special regime”.

Further information on the general investment, tax and regulatory regime of the country is available at the following external references:

“Doing Business” report from World Bank – click here
Reports and publications from OECD – click here
Reports and publications from IMF - click here
Reports and news from Tax Justice Network – click here
Ministry of Economy, Finance and Development - click here

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