TerraLex Cross-Border Guide to Cross-Border Guide to Business Investment in Africa

Under the OHADA (Organisation for the Harmonisation of Business Law in Africa) A foreign investor can set up several legal entities in Niger, depending on the nature of the targeted activities. The most common business forms are: - Sole Proprietorship which is an economic unit involving the use of human and material resources for production or distribution, based on a pre-established organization.

• The Public Limited Company (SA), is a company in which the shareholders are liable for the company's debts only up to the amount of their contributions, and whose shareholders' rights are represented by shares. The Public Limited Companies are generally used for large-scale projects. The mode of administration is determined by the articles of association, which choose between: Public Limited Company with Board of Directors and Public Limited Company with Managing Director.
• A Limited Liability Company (SARL) is a company in which the partners are only liable for the company's debts up to the amount of their contributions, and whose rights are represented by shares.
  A Simplified Joint-Stock Company, is a company set up by one or more partners, whose bylaws freely provide for the organization and operation of the company, subject to the mandatory rules of the Uniform Act on Commercial Companies and Economic Interest Groups (Uniform Act on Business Companies and General Interest Group (GIE). General Partnership is company in which all partners are merchants and are jointly and severally liable for the company's debts.
• A Limited Partnership is a company in which one or more partners who are jointly and severally liable for the company's debts, known as "associés en commandite", coexist with one or more partners liable for the company's debts up to the limit of their contributions, known as "limited partners" , and whose capital is divided into company shares.

It is however, for advisable for foreign investors to set up Public Limited Company or a Limited Liability Company

These forms of Company are governed by the Uniform Act pertaining to the Commercial Companies Act and Genega Interest Group of January 30, 2014, and the Uniform Act on General Commercial Law of December 15, 2010.

The process of registering a company under Niger law is governed by Niger. Niger companies are governed by the Code of Commercial Companies and Economic Interest Groups (CSC-GIE). The process for registering a company under Niger law may vary depending on the type of company you wish to set up. The most common types of company in Niger are as follows: A limited liability company (SARL), The public limited company (SA), General partnership (SNC), A limited partnership (SCS), Joint venture (SP) and Economic Interest Grouping (GIE). To register a company, you need to take the following steps:

• Obtain a negative certificate from the Centre des formalités des entreprises (CFE).
• Draw up the company's articles of association and have them signed by all the founders.
• File the articles of association with the CFE.
• Pay the registration fees and obtain a receipt.
• Publish a notice of incorporation in a legal gazette.

For the public limited company, the minimum share capital is 10,000,000 FCFA. For Limited Liability Companies, the minimum share capital is 1,000,000 FCFA. However, with the recent amendment, this minimum capital requirement for SARLs has been abolished. Henceforth, any interested party may set up his or her own company without the minimum share capital requirement.

For other companies, the law sets neither a minimum nor a maximum.

Exchange control rules are set out in regulation n°09/2002/ CM/WAEMU of September 26, 2022 relating to the freedom of capital transfers within WAEMU member states. This regulation sets out the conditions and procedures applicable to capital transfers between WAEMU member states and between these states and third countries.

Niger has no specific legal requirement for a certain number of locals (Niger nationals) to be directors of companies incorporated in Niger.

There is no legislation specifically obliging legal entities to comply with specific quotas based on demographic criteria such as gender, ethnic origin or disability.

Periodic statutory reports must be filed with the clerk of the Commercial Court in which the company is registered. The reports are as follows: - Annual financial statements

• Annual reports
• Tax returns
• Value-added tax (VAT) declarations
• Employee reports
• Commercial and customs declarations

• Law N° 2012-45 du 25 September 2012 (Labor Code of the Republic of Niger)
• The Collective Bargaining Agreement of May 08, 1973 of the Republic of Niger
• Law N° 16/009 OF JULY 15, 2016 FIXING THE RULES RELATING TO THE GENERAL SOCIAL SECURITY SYSTEM.

In Niger, the following types of work permit are issued to foreign workers and investors: Temporary work permit: This permit is issued to foreigners who wish to work in Niger for a limited period. Permanent work permits: This permit is issued to foreigners who wish to work in Niger on a permanent basis.

Work permit for investors: This permit is issued to foreigners who wish to invest and work in Niger.

Foreigners wishing to acquire land in Niger may encounter land law problems. Niger land laws are complex and can be difficult for foreigners to understand. Foreigners cannot buy land in rural areas, but they can lease land for up to 50 years. Foreigners can buy land in urban areas, but must obtain authorization from the Ministry of Urban Planning and Housing. Foreigners may also encounter land ownership problems due to corruption and land fraud.

• Economic Partnership Agreement (EPA) between the European Union and West Africa (Niger)
• African Continental Free Trade Agreement
• United Nations Convention on the International Sale of Goods.
• Economic Community of West African States (ECOWAS) Trade Liberalization Scheme (ETLS) - the ETLS is a regional trade agreement designed to promote intra-regional trade and investment between ECOWAS member countries.
• World Trade Organization (WTO) agreements - Niger is a member of the WTO and is party to various agreements that promote international trade.
• Niger is part of various agreements that promote international trade and investment.

To encourage investment in Niger, the government has introduced incentives to attract foreign investors. These measures include tax reform, the digitization of tax revenues, the creation of a one-stop shop for foreign trade, the possibility of transferring capital income to Niger, free access to public procurement, transparency in contract award procedures and the possibility of appeal to the Conseil des Marchés.

The High Council for Investment in Niger (HCIN) is a structure created and placed under the direct authority of the President of the Republic. Its role is to act as a platform for public-private dialogue, with a view to driving forward actions to promote and improve the business environment, and to define the priorities of the private sector.

The tax implications of opening and managing legal entities in Burkina Faso are governed by the General Tax Code (CGI) and the Investment Code. Legal entities are subject to corporate income tax (IS) and value-added tax (VAT). Companies are required to file an annual tax return and pay corporate income tax on their profits. Tax rates vary according to company type, sales and location.

As far as VAT is concerned, companies must register with the Direction Nationale des Impôts (DNI) and collect VAT on sales. VAT rates vary according to the type of product or service sold

LAW N°2019-56 of November 22, 2019 pertaining to the organization of competition in Niger. This law defines the provisions governing price freedom and free competition. It lays down the obligations of producers, industrialists, traders, service providers and other intermediaries.

Niger recognizes alternative dispute resolution mechanisms. The country is a signatory to the New York Convention of June 10, 1958 on the Recognition and Enforcement of Foreign Arbitral Awards. This means that foreign arbitral awards can be recognized and enforced by Niger courts.

Niger promulgated LAW N°2014-09 of Avril 16, 2014 pertaining to the Investment Code, in Niger. This law stipulates that whatever their nationality, investors receive the same treatment with regard to the rights and obligations arising from Niger legislation and relating to the exercise of their activities. In this respect, foreign individuals or legal entities receive treatment identical to that of individuals or legal entities of Niger nationality, subject to reciprocity and without prejudice to measures that may concern all foreign nationals or result from the provisions of treaties and agreements to which the Republic of Niger is a party.

In Niger, the investment climate is very attractive, with the creation of the Maison de l'Entreprise, the reduction of formalities and the time required to set up a business to just four procedures and no more than three days. Niger has also set up the Conseil des Investisseurs Privés (Private Investors Board and adopted the Charte des petites et moyennes entreprises (Charter for small and medium-sized enterprises). The flexible Labor Code allows free hiring and facilitates the granting of work visas for foreigners. In addition, the Investment Code offers tax benefits for the implementation and operation of investments.

Niger has taken steps to improve the business climate and boost investment in the country's private sector, and reforms have also been launched to make the economy more competitive. Here are a few promising sectors that offer the greatest chances of profitability for foreign investors in Niger:

• Energy
• Agriculture
• Industry
• Infrastructure
• Mining
• Oil and gas
• Financial services

In recent years, Niger has made significant progress in the field of infrastructure, more specifically in the road sector will large margin of other sectors of investment.

The risks associated with investing in Niger include economic vulnerability, low business diversity, underdeveloped infrastructure, political and security concerns, and regulatory challenges. To mitigate these risks, investors need to exercise due diligence, seek out local partners with a good track record, understand the business culture, obtain legal advice.