Bf Company Formation

---
name: bf-company-formation
description: "Burkina Faso company formation and entity choice workpaper for the 2026 intake. It separates SARL, ordinary SA and SAS rules, subscription from paid capital, incorporation from RCCM personality, and company accounts approval from tax filing. Use it to prepare articles, contribution evidence, capital payment schedules, the SARL audit threshold test, declaration of existence and beneficial owner tax records. The official OHADA company Act and selected 2026 CGI articles are the sources actually read. National SARL capital exceptions, current CEFORE registration steps, fees, processing times, sector licences and authenticated form boxes remain explicit gaps. It produces a source-cited preparation file, not registration or professional attestation."
license: "AGPL-3.0-or-later (code) / OpenAccountants Guide License v1.0 (content)"
metadata:
  source: openaccountants
  openaccountants_url: "https://www.openaccountants.com/skills/bf-company-formation"
  jurisdiction: "BF"
  tax_year: "2026"
  last_updated: "2026-11-01"
---

# Burkina Faso company formation and entity choice v1.1

> **General reference only.** This skill is general tax/accounting reference material for AI-assisted workflows. It has not been reviewed for any specific person's facts, documents, elections, deadlines, residency, filing status, or local procedures. Do not rely on it to file, pay, amend, or take a tax position without review by a qualified professional in the relevant jurisdiction.

## Who this applies to

This is a partial 2026 preparation workpaper for a Burkina Faso company. It does not register an entity, certify national SARL minimum capital, or extend the corporate Act to a sole trader. National and sector rules can change the document package.

Commercial companies with a seat in an OHADA member state are governed by the Act and non-conflicting national rules. A sole trader is not a company incorporated under this Act. [AUSCGIE 2014 arts. 1, 3–6](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

## Rates, bands and thresholds

| Item and conditions | Source |
|---|---|
| SARL art. 311 states a default XOF 1,000,000 minimum, expressly subject to contrary national rules, and XOF 5,000 minimum nominal parts. The Burkina national exception has not been read: neither figure is cleared as the current Burkina minimum. | [AUSCGIE 2014 art. 311](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |
| SARL shares must be fully subscribed; in-kind shares fully paid. Cash shares are at least half paid at subscription; balance within two years after RCCM registration under the articles. This does not settle the national capital-minimum hold. | [AUSCGIE 2014 art. 311-1](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |
| Ordinary SA minimum capital is XOF 10,000,000. Share nominal value is fixed freely in the articles as a whole number; the SARL XOF 5,000 nominal rule is not the SA rule. Special public-offer/sector branches are not cleared here. | [AUSCGIE 2014 art. 387](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |
| SA capital is fully subscribed before signature. Cash shares are at least one-quarter paid at subscription; the rest within three years of RCCM registration. Unpaid cash shares remain nominative. Until capital is fully paid, no capital increase except in-kind and no bond issue. SA shares cannot represent industry contributions. | [AUSCGIE 2014 arts. 388–389](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |
| SARL statutory-audit trigger is two of three strict excesses: balance sheet XOF 125m, annual turnover XOF 250m, permanent staff 50. Exit requires failure to meet two conditions for both periods preceding mandate expiry. Otherwise appointment is optional, with judicial request open to owners of at least one-tenth of capital. | [AUSCGIE 2014 art. 376](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |

## The base

SARL owners have liability limited to contributions; one natural or legal person or several can form it. Do not turn the liability description into a personal-guarantee opinion. [AUSCGIE 2014 art. 309](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

SARL articles describe and value every in-kind contribution and special advantage. An individual or aggregate in-kind value strictly over XOF 5,000,000 triggers a contribution auditor; special advantages require audit independently. Associates retain five-year third-party valuation liability where no auditor is used or a different value is adopted. [AUSCGIE 2014 art. 312](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

SA shareholders are liable to the extent of contributions; an SA can have a single shareholder. [AUSCGIE 2014 art. 385](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

SAS can have one or several associates with limited liability. Articles organise governance subject to mandatory law; a sole member uses SASU. Capital and nominal share value are fixed in the articles. SAS cannot make a public offering; SA minimum capital is excluded by art. 853-3. [AUSCGIE 2014 arts. 853-1–853-5](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

A company carrying on a regulated activity must comply with the specific rules applicable to it. The actual sector authorisation/licence package remains unverified. The seat needs a precise physical/geographical address, not only a PO box. [AUSCGIE 2014 arts. 21, 23–25](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

Newly created companies are exempt from MFP for their first operating period and from IS advances for the first period/first IS period; neither rule exempts actual profit from ordinary IS. Use the corporate Guide for figures and annual filing. [CGI 2026 arts. 90–91](https://dgi.bf/wp-content/uploads/2026/10/CGI-2026-v2.pdf).

Businesses operated in Burkina keep accounts there, in French and according to applicable OHADA accounting law; sector-specific frameworks remain separate. Route periodic tax/social jobs to the seven named Guides. [CGI 2026 arts. 554–556](https://dgi.bf/wp-content/uploads/2026/10/CGI-2026-v2.pdf).

## Deadlines and filing

SARL paid funds are deposited immediately in an account of the company in formation at a bank, authorised credit/microfinance institution, or with a notary; payment and deposit are recorded in the articles. [AUSCGIE 2014 art. 313](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

Prepare articles naming form, name, object, seat, duration, contributors and valuations, capital/securities, special advantages, result/reserve allocations and governance. Articles follow the art. 10 authenticity rule subject to national exceptions; national execution formalities are not confirmed. [AUSCGIE 2014 arts. 10–13](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

Except a participation company, register in the RCCM; legal personality starts at registration unless the Act provides otherwise. Signing articles is not proof registration occurred. [AUSCGIE 2014 arts. 97–98](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

In SA, SAS and where applicable SARL, send annual statements and management report to the auditor at least 45 days before the ordinary meeting; annual approval meeting must occur within six months after close. This is not the tax-return deadline. [AUSCGIE 2014 arts. 137–140](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

A person/company subject to profits tax makes a declaration of existence within 30 days of starting operations or opening an establishment; current application form and CEFORE integration are not verified. [CGI 2026 art. 557(1)](https://dgi.bf/wp-content/uploads/2026/10/CGI-2026-v2.pdf).

Within the art. 96-1 scope, legal persons, taxable or not, identify beneficial owners and maintain an updated register at the Burkina seat/establishment, showing identity, nature/mode/extent of control and entry/exit dates; make it available to the administration. [CGI 2026 arts. 96-1–96-2](https://dgi.bf/wp-content/uploads/2026/10/CGI-2026-v2.pdf).

Beneficial-owner tax declarations accompany existence declaration for art. 557 persons; other covered entities file within the month following constitution. Update annually with result/income return, or constitution anniversary for other entities, and within 15 days after actual/constructive knowledge of a change. This does not prove a CEFORE registration checkbox. [CGI 2026 art. 561-4](https://dgi.bf/wp-content/uploads/2026/10/CGI-2026-v2.pdf).

Company accounts ordinarily close on 31 December. New companies created by 30 June close that year; later ones may close at the next 31 December. Cessation/disposal and the actual first period require separate treatment. [CGI 2026 art. 49](https://dgi.bf/wp-content/uploads/2026/10/CGI-2026-v2.pdf).

## Penalties and interest

No current national company-registration or UBO penalty schedule has been read for this job. Refer a late or incorrect registration to local counsel; do not borrow a tax sanction from another obligation. Profit, VAT and payroll sanctions stay in their respective Guides.

## Cross-border points

Foreign ownership, immigration/work permissions, foreign-exchange controls, branch registration and sector authorisations are not cleared. Read the foreign-owner facts and route [controlled transactions](bf-transfer-pricing.md) and [non-resident service payments](bf-nonresident-services-withholding.md) separately. Forming a company does not settle those tax jobs.

## Two worked examples that recompute

**Cash SA funding.** An ordinary SA subscribes XOF 12,000,000 entirely in cash. The one-quarter subscription payment is XOF 3,000,000 and the remaining XOF 9,000,000 falls within the three-year RCCM clock. Shares remain nominative and the capital-increase/bond restrictions apply until fully paid. This is subscribed capital, not formation fees.

```oa-check
name: SA cash capital and unpaid amount
inputs:
  subscribed: 12000000
steps:
  initial: subscribed * 0.25
  unpaid: subscribed - initial
expected:
  initial: 3000000
  unpaid: 9000000
```

**SARL audit boundary.** At year end a SARL has balance sheet XOF 125,000,000, turnover XOF 250,000,001 and 51 permanent staff. The balance sheet equals its threshold, so only turnover and staff exceed theirs. Two strict excesses trigger the statutory appointment. With turnover exactly XOF 250,000,000 only staff exceeds and the numerical two-of-three trigger is not met; optional or judicial appointment remains possible. The executable flags below encode these comparisons rather than inventing a tax charge.

```oa-check
name: SARL two of three strict audit comparisons
inputs:
  balance_excess: 0
  turnover_excess: 1
  staff_excess: 1
steps:
  excess_count: balance_excess + turnover_excess + staff_excess
  boundary_count: balance_excess + 0 + staff_excess
expected:
  excess_count: 2
  boundary_count: 1
```

## Ask the client first

Obtain the proposed form, owners and ultimate controllers, activity/regulated permissions, physical seat, cash/in-kind/industry contributions and valuations, proposed capital and payment dates, start date, first close and projected turnover, balance sheet and permanent staff. Ask whether any pre-registration commitments exist; no ratification analysis is provided here.

## Sources

| Official source | Read on | What was actually read |
|---|---|---|
| [DGI, CGI 2026](https://dgi.bf/wp-content/uploads/2026/10/CGI-2026-v2.pdf) | 2026-11-01 | Selected articles 49, 89–91, 96-1–96-2, 554–557, 561-4 and neighbouring conditions. Not the whole volume. |
| [OHADA, signed AUSCGIE 2014](https://biblio.ohada.org/doc_num.php?explnum_id=2032) | 2026-11-01 | Physical pages 8–13, 28, 36, 76–78, 93, 95–96 and 207–208: the selected articles in the ledger. Both SA capital pages 95 and 96 visually inspected, including unpaid-share and financing restrictions. Not every provision of the Act. |

The [figure/rule ledger](../../evidence/ledgers/burkina-faso-legacy-jobs-20261101/bf-company-formation.md) records each rule, original-language quote and read scope. The [predecessor map](../../evidence/ledgers/burkina-faso-legacy-jobs-20261101/old-topics.md) records every original topic, including retained gaps.

Not yet confirmed: Burkina national SARL capital/nominal exceptions and current execution/deposit derogations; current CEFORE portal, forms, fees, notary budget, end-to-end processing time and registration workflow; UBO identity methodology under the referenced AML law and current declaration form/box IDs; CEFORE-specific UBO step; sole-trader registration, pre-registration commitments and ratification; registry accounts-deposit process and deadlines, licences and blanket annual business-registration renewal; formation/UBO penalties; sector/public-offering capital rules, foreign-owner/branch/immigration/exchange restrictions; authenticated eSINTAX filing and accountant attestation.

Written by OpenAccountants from the cited sources. Independent source review: conditional source corrections closed for this rewrite. Accountant attestation: none.

## Today's figures and who stands behind this skill

This file is an AI skill (tax rules your AI follows) from OpenAccountants, copied on 2026-11-01. Rates, thresholds and deadlines change. For the current version of this skill, its official sources and the named accountant (if any) who stands behind it, call `get_skill` with slug `bf-company-formation` on the OpenAccountants connector (https://www.openaccountants.com/connect), or read https://www.openaccountants.com/skills/bf-company-formation. If neither is available, confirm every figure against the official source pages cited above before relying on it.