Ml Company Formation

---
name: ml-company-formation
description: "Mali company formation and entity-choice research draft for 2026, built from the identified OHADA 2014 company Act, OHADA 2010 commercial Act, Mali's 2015 SARL capital law and official administrative guidance. Use it to prepare a conditional SARL or SA formation workpaper, distinguish an individual trader from an incorporated company, reconcile subscribed and paid capital, assemble registration evidence and plan annual accounts approval and auditor tests. It corrects the old confusion between total SARL capital and nominal share value. Two executable cases check capital funding and the audit-threshold boundary. Complete later national amendments, current fees, agency forms and authenticated filing remain unproved; this is not approval to incorporate or a 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/ml-company-formation"
  jurisdiction: "ML"
  tax_year: "2026"
  last_updated: "2026-11-01"
---

# Mali company formation and entity-choice source-reference draft v0.1

> **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.

**2026 research draft; complete operative law and procedure remain unproved.** This workpaper records the identified 2014/2010 OHADA texts, the enacted 2015 Mali capital rule and the actual official guidance read. It does not certify that no later national rule, sector requirement or administrative change applies. The missing enacted 2026 fiscal Annex U and tax amendment chain remain unresolved. Obtain the operative instruments and current filing requirements before acting. Current-year metadata identifies the research job, not legal continuity or a technical publication safeguard.

## Who this applies to

Use this job to compare an ordinary Mali **SARL** or **SA** and prepare formation records. The 2014 Act applies to companies with a seat in a participating state, alongside non-conflicting national law; it allows national exceptions where the Act expressly says so. It describes a SARL whose partners' debt responsibility is limited to their contributions, with one or several natural/legal persons, and an SA with contribution-limited shareholder responsibility that can have one shareholder. Neither statutory description eliminates separate guarantees or liabilities that require their own legal analysis. [AUSCGIE arts. 1–5, 309–311, 385–386](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

An individual trader's registration is a registration of the natural person, distinct from incorporation of a legal person. Do not present an individual trader as obtaining the SARL/SA contribution-limited status. Capacity, regulated activity, partnership alternatives, SAS, public offerings and foreign branches need their own requirements; this is not an exhaustive entity catalogue. [AUDCG arts. 1–3, 44–48, 59–60](https://biblio.ohada.org/doc_num.php?explnum_id=6); [AUSCGIE arts. 4–6, 97–101, 309, 385](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

## Rates, bands and thresholds

The table identifies source rules only. Later national amendments and the intended activity must be checked before reliance.

| Item | Identified source baseline | Official source |
|---|---|---|
| SARL capital in Mali | Partners freely set total capital in the articles; equal shares each have nominal value at least XOF 5,000. XOF 5,000 is not a separately enacted universal total-capital figure | [Loi 2015-014 arts. 1–3, gazette p. 1003](https://sgg-mali.ml/JO/2015/mali-jo-2015-26.pdf#page=3); [AUSCGIE art. 311 national-exception clause](https://biblio.ohada.org/doc_num.php?explnum_id=2032#page=76) |
| SARL subscription/payment | All shares subscribed; contributions in kind fully paid; cash shares at least one half paid at subscription, balance within two years of RCCM registration | [AUSCGIE art. 311-1](https://biblio.ohada.org/doc_num.php?explnum_id=2032#page=77) |
| SARL contribution valuation | Contribution auditor where an in-kind contribution or the aggregate exceeds XOF 5 million; special benefits require valuation control independently of that threshold | [AUSCGIE art. 312](https://biblio.ohada.org/doc_num.php?explnum_id=2032#page=77) |
| Ordinary SA capital | At least XOF 10 million; all capital subscribed before signing; cash shares at least one quarter paid at subscription, balance within three years of registration. Unpaid cash shares stay nominative; until capital is fully paid, capital increases are prohibited except in-kind contributions, and no bonds may be issued | [AUSCGIE arts. 387–389, PDF pp. 95–96](https://biblio.ohada.org/doc_num.php?explnum_id=2032#page=95) |
| Listed/public-offer SA | XOF 100 million minimum under the specified listing/public-placement scope; public-offer requirements need a separate job | [AUSCGIE arts. 823–824](https://biblio.ohada.org/doc_num.php?explnum_id=2032#page=194) |
| SARL statutory auditor | At closing, any two of: balance-sheet total greater than XOF 125 million; annual turnover greater than XOF 250 million; permanent headcount greater than 50 | [AUSCGIE art. 376](https://biblio.ohada.org/doc_num.php?explnum_id=2032#page=93) |
| SA statutory auditor | One or more commissaires aux comptes in each SA; selection/independence rules also apply | [AUSCGIE arts. 694 onwards](https://biblio.ohada.org/doc_num.php?explnum_id=2032#page=161) |
| Accounts approval | Ordinary annual meeting within six months after closing, subject to the applicable judicial-extension provisions | [AUSCGIE arts. 140, 348, 548](https://biblio.ohada.org/doc_num.php?explnum_id=2032#page=36) |
| RCCM accounts deposit | Within one month after approval; refusal of approval has its own deposit requirement | [AUSCGIE art. 269](https://biblio.ohada.org/doc_num.php?explnum_id=2032#page=65) |

## The base

1. Establish founders, ownership, activity, seat and whether a separate company is intended. Choose the legal form from the Act rather than from a supposed tax-rate advantage. The articles identify form, name, business purpose, seat, duration, contributors and their cash/in-kind/industry contributions, capital and governance. The source's authenticity rule is expressly subject to national exceptions; no current Mali notarial exception is assumed. [AUSCGIE arts. 3–13](https://biblio.ohada.org/doc_num.php?explnum_id=2032).
2. Build the capital schedule: subscribed amount, equal nominal shares, shares allocated to each founder, cash payable now and later, and separately valued in-kind contributions. Apply the actual Mali SARL law before importing the OHADA default capital floor. For an SA, distinguish ordinary from listed/public-offer scope and do not substitute a paid-cash fraction for subscribed capital. [Loi 2015-014 art. 2](https://sgg-mali.ml/JO/2015/mali-jo-2015-26.pdf#page=3); [AUSCGIE arts. 311–314, 387–389, 823–824](https://biblio.ohada.org/doc_num.php?explnum_id=2032).
3. Keep contribution-auditor valuation and annual statutory audit separate. Under the source SARL rule, count the three closing-size tests using strict **greater than**, not greater-than-or-equal. Below the two-test trigger, appointment is optional but partners holding at least one tenth can ask the court to appoint. An existing mandate does not disappear after one small year: article 376 requires its stated two preceding exercises before the mandate expires for the appointment obligation to cease. [AUSCGIE arts. 312, 376–381](https://biblio.ohada.org/doc_num.php?explnum_id=2032).
4. Preserve deposit evidence. The source provides immediate deposit of SARL paid-in funds with the permitted bank/credit/microfinance institution or notary, receipt and capital/deposit mention in the articles. Funds are unavailable until registration, subject to the source's court-authorised withdrawal mechanism if registration does not occur. Do not spend subscribed-but-unpaid amounts as though they were cash. [AUSCGIE arts. 313–314](https://biblio.ohada.org/doc_num.php?explnum_id=2032#page=77).
5. Separate annual financial accounts, corporate-tax returns and employee registrations. Managers establish year-end financial statements and a management report under the source Act; accounts approval and RCCM deposit are distinct from the tax-return timetable in [corporate income tax](ml-corporate-income-tax.md), and hiring obligations belong to [payroll/social](ml-payroll-social.md). The detailed current SYSCOHADA accounting implementation is not rebuilt in this job. [AUSCGIE arts. 137–142, 269, 348, 548](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

## Deadlines and filing

The 2010 commercial Act requires a legal-person registration application within the month of constitution; a natural person whose registration is required applies within the first month of activity. For a company, constitution and legal personality are separate stages: the 2014 Act locates constitution at signing/adoption of the articles and personality at RCCM registration. [AUDCG arts. 44–47](https://biblio.ohada.org/doc_num.php?explnum_id=6#page=17); [AUSCGIE arts. 97–101](https://biblio.ohada.org/doc_num.php?explnum_id=2032#page=28).

Prepare the appropriate RCCM application and supporting documents: certified articles/founding instrument, regularity/conformity or subscription/payment declaration, authorised manager list, the required declaration regarding disqualifications and any activity authorisation. The source permits a declaration on honour supplemented by the criminal-record document within 75 days; an older Mali administrative page instead describes two months. Do not silently choose a deadline from the administrative summary over the Act; obtain the current applicable checklist and legal basis. [AUDCG arts. 45–47](https://biblio.ohada.org/doc_num.php?explnum_id=6#page=18); [Mali administrative guidance](https://demarchesadministratives.gouv.ml/comment-creer-une-entreprise-individuelle/).

The government page describes API-Mali's Guichet Unique route, validation of the submitted file, a deposit acknowledgement, fee payment with a receipt and collection of RCCM/NIMA documents. It is an individual-enterprise page and does not prove an identical company checklist. Its advertised processing time and fee figures are not a current promise and are not used for client planning here. The separate API website pages returned 404 during this research. [Official administrative procedure](https://demarchesadministratives.gouv.ml/comment-creer-une-entreprise-individuelle/).

DGI's NIF page describes a request to the responsible tax centre, existence declaration, identity/registration/domiciliation documents and articles where relevant; it says the NIF card can be collected at the tax centre or API guichet used for the application. Do not confuse NIF with the RCCM or the page's NIMA. For VAT-specific existence timing, use the statutory scope and warning in [VAT](ml-vat-gst.md), rather than generalising the dated NIF page's month-of-start statement. Current official forms, exact office checklist and authenticated online submission/payment have not been inspected. [DGI NIF guidance](https://www.dgi.gouv.ml/comment-obtenir-un-numero-didentification-fiscal-nif/); [LPF art. 112](https://www.dgi.gouv.ml/CGI/).

Before acting, reconcile the operative source set, capital/payment evidence and registration checklist, obtain the real prescribed forms, submit through the authorised route, and retain acknowledgements, RCCM extract, NIF and capital-release evidence. This is a conditional preparation sequence; it is not an instruction to complete a 2026 incorporation.

## Penalties and interest

The read texts make registration and authenticity substantive conditions, not merely presentation choices. Pre-registration existence is not opposable to third parties under article 101; lack of RCCM registration cannot be used to escape the attached obligations under AUDCG article 60. Invalid constitution, irregular auditor appointment, founder responsibility and late accounts deposit have different remedies. Mali criminal fines, current late-filing fees and interest were not verified; no amount is invented. Refer a defect, founder contract or missed filing before acting. [AUSCGIE arts. 101, 315–316, 269, 380](https://biblio.ohada.org/doc_num.php?explnum_id=2032); [AUDCG art. 60](https://biblio.ohada.org/doc_num.php?explnum_id=6#page=24).

## Cross-border points

The source lets persons of any nationality choose an allowed company form for an intended commercial activity in a participating state, but it does not establish sector licensing, immigration permission, tax residence or treaty entitlement. A foreign establishment has separate registration provisions. Do not choose a branch solely to assume a tax exemption. Current foreign-investment, branch, beneficial-owner and treaty procedures remain outside this limited draft. [AUSCGIE arts. 1–3](https://biblio.ohada.org/doc_num.php?explnum_id=2032); [AUDCG art. 48](https://biblio.ohada.org/doc_num.php?explnum_id=6#page=20).

## Two worked examples that recompute

Both cases test the identified older law only. Assume no later applicable amendment, no special sector condition and a valid all-cash SARL; they do not authorise a client incorporation.

**Nominal shares and paid capital are different amounts.** Founders choose XOF 1.2 million total capital, divided into XOF 5,000 shares. There are 240 equal shares. A 60% founder receives 144 shares and the other 96; all are subscribed. The source minimum cash paid at subscription is XOF 600,000, leaving XOF 600,000 within the source two-year balance period. A plan showing XOF 5,000 as the company's entire capital merely because it is the share floor would not reproduce these agreed articles.

```oa-check
name: Mali SARL source test, shares and cash funding
inputs:
  agreed_capital: 1200000
  nominal_share: 5000
steps:
  total_shares: agreed_capital / nominal_share
  first_founder_shares: total_shares * 0.60
  other_founder_shares: total_shares - first_founder_shares
  cash_at_subscription: agreed_capital * 0.50
  cash_balance: agreed_capital - cash_at_subscription
expected:
  total_shares: 240
  first_founder_shares: 144
  other_founder_shares: 96
  cash_at_subscription: 600000
  cash_balance: 600000
```

**Does equality trigger the statutory auditor test?** Case A closes with balance sheet exactly XOF 125 million, turnover exactly XOF 250 million and 51 permanent staff. Only headcount exceeds its threshold: one test, so the size-triggered obligation does not arise, subject to an existing mandate and the shareholder/court route. Case B differs only by one additional XOF of balance-sheet total: two tests exceed their thresholds and appointment is required under the read article. The arithmetic encodes the test indicators as zero/one for these whole-franc inputs, not an optional election.

```oa-check
name: OHADA SARL source test, strict audit boundaries
inputs:
  assets_a: 125000000
  assets_b: 125000001
  turnover: 250000000
  permanent_staff: 51
steps:
  asset_test_a: min(max(assets_a - 125000000, 0), 1)
  asset_test_b: min(max(assets_b - 125000000, 0), 1)
  turnover_test: min(max(turnover - 250000000, 0), 1)
  staff_test: min(max(permanent_staff - 50, 0), 1)
  tests_a: asset_test_a + turnover_test + staff_test
  tests_b: asset_test_b + turnover_test + staff_test
expected:
  tests_a: 1
  tests_b: 2
```

## Ask the client first

- What activity, sector authorisations, seat and individual-versus-company objective apply?
- Who are the founders and proposed managers, with what nationality, capacity and ownership?
- What subscribed cash/in-kind contributions, nominal shares, payment evidence and special benefits are proposed?
- Is an ordinary private company intended, or a foreign branch/listed/public-offer structure?
- What closing assets, turnover, permanent headcount and existing auditor mandate affect annual audit obligations?
- Have later applicable law, current forms, office checklist, fees and filing route been obtained?

## Sources

| Official source | Actual read scope | Read on |
|---|---|---|
| [OHADA, signed AUSCGIE in the 4 February 2014 official gazette](https://biblio.ohada.org/doc_num.php?explnum_id=2032) | Arts. 1–13, 97–104, 137–142, 269, 309–316, 348–350, 376–389, 548, 694–696, 823–824 with neighbours; selected rendered/OCR pages, not the whole journal | 2026-11-01 |
| [SGG, Loi 2015-014, 30 May 2015](https://sgg-mali.ml/JO/2015/mali-jo-2015-26.pdf#page=3) | Complete arts. 1–3 on gazette p. 1003, PDF p. 3, visually checked; no later capital-law chain claimed | 2026-11-01 |
| [OHADA, AUDCG adopted 15 December 2010](https://biblio.ohada.org/doc_num.php?explnum_id=6) | Arts. 1–3, 44–49, 59–60 and neighbours in OCR of PDF pp. 1–26; not the whole Act | 2026-11-01 |
| [Mali administration, individual-enterprise procedure](https://demarchesadministratives.gouv.ml/comment-creer-une-entreprise-individuelle/) | Complete procedure, document list and cited references read; not treated as a current company checklist, fee or turnaround guarantee | 2026-11-01 |
| [DGI, NIF application guidance](https://www.dgi.gouv.ml/comment-obtenir-un-numero-didentification-fiscal-nif/) | Full procedure for request, existence declaration and collection; dated guidance, not an authenticated submission or statutory VAT deadline | 2026-11-01 |
| [DGI older CGI/LPF consolidation](https://www.dgi.gouv.ml/CGI/) | LPF art. 112 and surrounding VAT-specific registration text reread; complete later tax chain remains unproved | 2026-11-01 |

Not yet confirmed: complete operative national/OHADA amendment and exception chain; enacted 2026 fiscal Annex U; current sector, beneficial-owner and foreign-branch requirements; actual registration/forms/boxes/authentication, fees and processing times; current accounting implementation and national criminal/late-filing sanctions. The cited 2015 capital law is not proof that no later Mali rule changed it. No operative 2026 or accountant approval is given.

## 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 `ml-company-formation` on the OpenAccountants connector (https://www.openaccountants.com/connect), or read https://www.openaccountants.com/skills/ml-company-formation. If neither is available, confirm every figure against the official source pages cited above before relying on it.