Corporate Governance Code

Uniform act of the Organisation for the Harmonisation of Business Law in Africa (OHADA) on Commercial Companies and Economic Interest Groups.

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Exchange

Regional Stock Exchange and Central Securities Depository (Bourse Régionale des Valeurs Mobilières) (BRVM)

The BRVM covers 8 countries jointly, namely Benin, Burkina Faso, Guinea-Bissau, Ivory Coast, Mali, Niger, Senegal and Togo

Current No. of listed companies

50 listed companies of which 35 are Ivorian companies

Principal legislation

General Regulation of the BRVM and General Regulation of the CREPMF

Regulatory body or bodies

The Regional Council for Public Saving and Financial Markets has the mission of protecting the Public Saving invested in securities, financial products negotiable on the Stock Exchange or any investment that seeks WAEMU's Public Saving.

It is therefore the only one authorised to:

• regulate and authorise market operations;
• formulate, if necessary, a veto on the introduction of companies in the quotation of the BRVM;
• authorise and control the whole market private companies, notably:
  • the BRVM;
  • the DC / BR;
  • the commercial stakeholders including the brokerage firms (SCI);
  • the Asset Management Companies (SGP);
  • the advisors in Transferable securities;
  • the Business developers;
  • the Peddlers and Undertaking for Collective Investment in Transferable Securities (UCITS).

Takeover / merger regulations

Former Uniform Act dated 17 April 1997 adopted by OHADA

Listing rules

To take part of the market, a security (share or bond) is registered in a compartment of the quotation of the BRVM. The stock exchange has two compartments for shares and a compartment for debenture loans.

Key requirements for the first compartment are that the company:

• have a legal form of a Société Anonyme (S.A.);
• have a minimum share capital of CFAF 100 millions;
• have up to CFAF 500 million market capitalisation;
• have a net profit on turnover of 3% in each of the last three years;
• present its certified accounts for the last 5 years;
• make a commitment to sign a contract of market animation;
• spread in the public at least 20% of its capital corresponding to a minimum of between 2 and 10 millions of shares, from the initial public offering; and
• make a commitment to publishing biannual estimations of turnovers and tendencies of results (in essence, non-mandatory requirement to publish balance sheet biannually).

Key requirements for the second compartment include the following:

• have a legal form of a Société Anonyme (S.A.);
• have a minimum share capital of CFAF 100 millions;
• have up to CFAF 200 million market capitalisation;
• 2 years of guaranteed accounts;
• an undertaking to sign a contract of market animation; and
• an undertaking to spread in the public at least 20% of its capital corresponding to a minimum of between 2 and 10 millions of shares.

Key requirements for the third compartment, include the following:

• have a legal form of a Société Anonyme (S.A.);
• have a minimum share capital of CFAF 10 millions;
• 2 years of guaranteed accounts;
• an undertaking to provide a Business Plan covering at least 3 years;
• an undertaking to provide a listing sponsor; and
• an undertaking to spread in the public at least 10% of its capital corresponding to a minimum of 500.000 shares.

For debenture loans:

• the minimum number of titles for admission is 25,000;
• the minimum face value of the admission is CFAF 500 million.
• an undertaking to sign a contract of market animation;
• a mandatory requirement on dematerialization of titles; and
• an undertaking to provide a financial rating (in the absence of a rating higher than investment grade, a financial guarantee will be required).

Legislation

Order No 2013-662 of 20 September 2013 relating to competition is the relevant legislation applicable in Ivory Coast. In addition, as a member of the West African Economic and Monetary Union Act (WAEMU Act), Regulation no. 02/2002/CM/UEMOA dated 23 May 2002 on anti-competitive business practices is in force in Ivory Coast. The Competition Commission (Commission) is the regulatory body which enforces the WAEMU Act. The main responsibilities of the Commission involve the supervision and regulation of procurement and prevention of anti-competitive practices (including illegal cartels, abuse of dominant position and excessive economic concentrations).

Scope

The provisions of the WAEMU Act cover the following points:

• freedom of price and trading;
• cartels and dominant position;
• information on price and sales conditions; and
• economic concentration.

The WAEMU Act defines the different types of behaviour that would constitute anti-competitive business practices.

Signatories to the African Union Convention on Preventing and Combating Corruption?

Yes

Corruption Perception Index score for 2017

37

Signatories to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions?

No

Signatories to United Nations Convention Against Corruption (UNAC)?

Yes

Corruption Perception Index rank worldwide for 2017

99

UNAC ratified?

Yes

Structure of the court system

The judiciary system in Ivory Coast consists of two main divisions:

• Non-permanent:
  • the High Justice Court which is competent to judge members of the government for crimes or offences committed during their time in office; and
  • the Court of Assize which is competent to judge the highest and most severe levels of crime. The judgment of the Court of Assize is final and cannot be subject to appeal or a cassation order.
• Permanent:
  • the Supreme Court, Court of Appeal and First Instance Court and their respective divisions.

There is only one Supreme Court in Ivory Coast which is located in Abidjan. Its main function is to verify the decisions of the court of a lower instance and ensure that they were made in accordance with the law. There are six Courts of Appeal which are located in Abidjan, Bouake, Abengourou, Daloa, Man and Korhogo. Each Court of Appeal is divided into several civil, correctional and social chambers. There are approximately nine First Instance Courts which are located in Abidjan, Yopougon, Bouake, Bouaflé, Daloa, Man, Abengourou, Korhogo and Gagnoa.

Enforcement of foreign judgements

A foreign judgement can be only enforceable if it is issued by virtue of an exequatur (legal document issued by a sovereign authority allowing a right to be enforced in the authority's domain of competence). An exequatur is granted by a decision of the President of a competent court where the defendant is domiciled, or where the execution should be carried out. An exequatur is granted in accordance with certain conditions provided by Article 347 of the Code of Civil and Administrative Procedure of Ivory Coast.

Enforcement of arbitral awards

The arbitral awards may be enforceable by virtue of an exequatur. Also, as a signatory to the New York Convention in 2 May 1991 (Convention), Ivory Coast applies the Convention for the recognition and enforcement of awards made in the territory of another contracting state. In addition, as Ivory Coast is a member of OHADA, decisions of the Common Justice and Arbitrage Court (CCJA) are enforceable without resorting to the exequatur procedure. The CCJA is located Abidjan.

Arbitration

As a member of OHADA, Ivory Coast adopted the Uniform Act of Arbitration dated 11 March 1999 (Act) which governs the laws of arbitration in Ivory Coast. The Act contains provisions in relation to the internal and international arbitration laws, whether it concerns an ad hoc or institutional arbitration. The Act does not limit arbitration to commercial and professional matters; individuals and corporate bodies alike may refer their dispute to arbitration.

Judiciary

There are two types of Magistrates in Ivory Coast:

• Magistrates of the seat who are granted with the principle of immovability; and
• Magistrates of public ministry who are subject to the will of the Ministry of Justice.

Effectiveness of the court system

The time it takes for a case to be heard depends on the complexity of the case.

Foreign investment incentives

The Centre for Promotion of Investments in Ivory Coast (Centre de Promotion des Investissements en Côte d'Ivoire) (CEPICI) was created in order to welcome, advise and assist national and foreign entrepreneurs/investors with a view to promoting private investment in the Ivory Coast. In addition, the Ivorian Investment Code (Investment Code) provides many investment incentives regardless of the nationality of the investors. The Investment Code introduced two main benefit packages: the first - for all companies, and the second - for small and medium enterprises with the latter including certain tax benefits such as 40-60% reduction in customs duties on equipment installation and full exemption of Value Added Tax on customs duties on such equipment. The CEPICI is able to grant investors with incentives provided in the Investment Code.

Tobacco

• Law No. 2019-676 of 23 July 2019 pertaining to tobacco control in Ivory Coast;
• Decree No. 2012-980 of 10 October 2012 prohibiting smoking in public areas and public transport; and
• Order No. 47 MC / MS / CAB of 26 June 1998 amending the Decree of 19 January 1998 mentioning a warning concerning the dangers of excessive use of tobacco on tobacco product packaging.

Advertising

Advertising Code 1988 and its enforcing Decree No. 93-317 of 11 March 1993

Press

Law No. 2017-867 of 27 December 2017 on the legal regime of the press

Audio-visual communication

Law No. 2017-868 of 27 December 2017 on the legal regime of the audiovisual communication and Law No. 2022-979 of 20 December 2022 amending Law No. 2017-868.

Telecommunications

Ordinance No 2012-293 of 21 March 2012 relating to telecommunications and information and communication technologies

Food

Decree No. 92-487 of 26 August 1992 on labelling and presentation of food items

Personal income tax

Individuals domiciled in Ivory Coast are subject to proportional tax on worldwide-employment and on self-employment income. Residents are subject to general income tax on worldwide-income. Non-residents are taxed on income derived from Ivory Coast only.

To be classed as a "resident", a person must:

• live in Ivory Coast, either as an owner or a tenant with a lease of at least one year;
• have his or her principal place of residence in Ivory Coast;
• have transferred his or her place of residence to Ivory Coast during the year; or
• be employed by an employer within Ivory Coast and, during periods of absence from Ivory Coast, continue to receive a salary paid by that employer.

Payroll tax and social security

Employers must pay 12% of the gross payroll tax for expatriate staff and 2.8% of the gross payroll tax for local staff. Under the local Social Security Code, social security contribution is 14%, and it consists of 55% contributed by the employer and 45% contributed by the employee. The social security system covers all people employed in the Ivory Coast. Employers with employees performing services in the Ivory Coast must register with the Ivory Coast Social Security Organisation.

Interest

Residents and non-residents are subject to a payment of interest. The rate of interest from loans is 50% of the net amount earned by the company (after 18% withholding tax).

Corporation tax

25% for local and foreign companies, residents and those registered in Ivory Coast, regardless of the nationality of shareholders or the location of the management/control of the company. Companies which continue to trade or operate a business outside of Ivory Coast are not taxed in Ivory Coast.

Capital gains tax

Capital gains are taxed at the regular corporate tax rate. Capital gains derived by holding companies are exempt or are taxed at a rate of 12% if certain conditions are satisfied. Subject to certain conditions, capital gains arising from a merger or partial business transfer are exempt.

Dividends

10% tax on dividends distributed by a listed company to a resident or a non-resident. 12% tax on dividends paid by other companies out of profits taxed at 25% (corporate tax rate). 18% tax on distributions that are exempt from tax on industrial and commercial profits.

Thin cap regulations

Ivory Coast does not have specific laws governing thin capitalisation, but interest expense may be disallowed where it arises on shareholder loans in excess of fixed capital.

Exchange control

Transfers within the Colonies Francaises d'Afrique (CFA) zone are not restricted. Dividends out of revenue and capital on disinvestment may be remitted.

Value added tax

18% is the standard rate. 10% Value Added Tax is charged on fees and commission charged by financial institutions (interest is exempt).

Real property tax

3% is charged on the actual or potential rental income of landlords and 4% is charged on the ownership interests of the landlords.

Losses

Generally, losses may be carried forward for 5 years; carry-back of losses is not permitted.

Transfer pricing

Profits can be transferred between resident corporations and non-resident affiliates.

Royalties

20% tax is paid on royalties to both resident and non-resident companies.

Stamp duty

Stamp duty is set at 1%.

Technical service fees

N/A

Export processing zone

N/A