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In general, the openning of a company is preceded by the creation of a representative office (or a liaison office) in order to collect informations on the market.

So, representative offices are created to make preparatories and auxiliaries activities.

The concept of representative office was not recognized in the former OHADA Uniform Act. The revised OHADA Uniform Act on commercial companies refers, now, to representative office through its articles 120-1 to 120-41.

The former law

Although the concept of representative office was frequently used by companies, there was no legal basis in the former OHADA Uniform Act.

So, some OHADA countries, especially Cote d’Ivoire, decided to make adjustments with their internal tax regulations.

In practise, foreign companies desiring to perform activities in Côte d’Ivoire had no other choice except to exist as branch offices2.

II- The revised Law : legalization of the representative office

a- Legal Basis

From now this concept is legalized..

According to the definition mentionned in the article 201-1 of OHADA Uniform Act « the representative or liaison office is a company belonging to another, created to serve as a link between the head office and the local market. It doens’t have any management autonomy and only makes a preparatory and auxiliary activity ».

From the above definition, we must retain that :

  • - Representative office doesn’t have any legal personnality;
  • - Representative office doesn’t have any management autonomy ;
  • - Representative office is created only to make preparatory and auxiliary activity.

b- Trade Registration

Like other types of companies, representative offices must be registered at the trade register.

However, when representative offices make commercial activities, the law required them to be registered as a branch office.

The registration, previously done, shall be modified otherwise the representative office may be removed from trade register

NB: Contrary to branch offices, representative offices can exist indefinitely (at the condition that they don’t perform any commercial activities).