HomeReportsBureau of Economic and Business Affairs2023 Investment Climate Statements…Togo

# 					2023 Investment Climate Statements: Togo			

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													EXECUTIVE SUMMARY											

                -  EXECUTIVE SUMMARY 
                -  1. Openness To, and Restrictions Upon, Foreign Investment                    -  Policies Towards Foreign Direct Investment 
                  -  Limits on Foreign Control and Right to Private Ownership and Establishment 
                  -  Other Investment Policy Reviews 
                  -  Business Facilitation 
                  -  Outward Investment 
                -  2. Bilateral Investment and Taxation Treaties 
                -  3. Legal Regime                    -  Transparency of the Regulatory System 
                  -  International Regulatory Considerations 
                  -  Legal System and Judicial Independence 
                  -  Laws and Regulations on Foreign Direct Investment 
                  -  Competition and Anti-Trust Laws 
                  -  Expropriation and Compensation 
                  -  Dispute Settlement                      -  ICSID Convention and New York Convention 
                    -  Investor-State Dispute Settlement 
                    -  International Commercial Arbitration and Foreign Courts 
                  -  Bankruptcy Regulations 
                -  4. Industrial Policies                    -  Investment Incentives 
                  -  Foreign Trade Zones/Free Ports/Trade Facilitation 
                  -  Performance and Data Localization Requirements 
                -  5. Protection of Property Rights                    -  Real Property 
                  -  Intellectual Property Rights 
                -  6. Financial Sector                    -  Capital Markets and Portfolio Investment 
                  -  Money and Banking System 
                  -  Foreign Exchange and Remittances                      -  Foreign Exchange 
                    -  Remittance Policies 
                  -  Sovereign Wealth Funds 
                -  7. State-Owned Enterprises                    -  Privatization Program 
                -  8. Responsible Business Conduct                    -  Climate Issues 
                -  9. Corruption                    -  Resources to Report Corruption 
                -  10. Political and Security Environment 
                -  11. Labor Policies and Practices 
                -  12. U.S. International Development Finance Corporation (DFC) and Other Investment Insurance Programs 
                -  13. Foreign Direct Investment and Foreign Portfolio Investment Statistics 
                -  14. Contact for More Information 

## EXECUTIVE SUMMARY

With an economically reform-minded government and modern transportation infrastructure, Togo’s steadily improving economic outlook offers opportunities for U.S. firms interested in doing business locally and in the sub-region. Even with a dip in growth due to the pandemic, Togo has sustained steady economic expansion since 2008 through reforms to encourage economic development and a better business environment. It ranked 97th on the Work Bank’s 2020 Doing Business report, an improvement of 59 places and the highest ranking in West Africa.

Current government policy is guided by the National Development Plan (PND) and an addendum policy roadmap for 2020-2025 that integrates business reforms and infrastructure projects designed to attract investment.

Togo launched its five-year PND in 2018, focusing on three axes. The plan’s first goal is to leverage the country’s geographic position by transforming Lome into a regional trading center and transport hub. Togo has already completed hundreds of kilometers of refurbished roadways, expanded and modernized the Port of Lome, and inaugurated in 2016 the new Lome international airport that conforms to international standards. The second goal is to increase agricultural production through agricultural centers (Agropoles) and increase manufacturing. The third goal is improving social development, including electrification of the country. The government seeks private sector investment to fulfill its PND goals and has had notable successes, including a new 2022 connection with the “Equiano” subsea cable owned by Google that will dramatically improve the quality of local broadband.

In January 2021, Prime Minister Victoire Tomégah-Dogbe presented a detailed developmental roadmap to extend, supplement and focus the goals of the PND for the remainder of the presidential term, which ends in 2025. The roadmap incorporates 42 specific projects, including universal access to identity documents and electricity; increased access to education, drinking water and sanitation; 20,000 new social housing units; a digital bank; construction of an industrial park around the port of Lome; and the extension of the road network.****After a decade of sustained GDP growth of roughly 5% in non-pandemic years, Togo aspires to achieve 7.5% GDP growth by 2025.

Togo has also initiated numerous legal and institutional reforms to create a more favorable business environment, including digitalizing public services and revising the labor and investment codes. The Ministry of Investment has been a key advocate for business facilitation and partnering with the private sector since its creation in 2020.

Nevertheless, Togo must tackle several challenges to maintain its momentum. Challenges include an opaque legal system, lack of clear land titles, and government interference in various sectors. Corruption remains a common problem in Togo, especially for businesses. Often “donations” or “gratuities” result in expedited registrations, permits, and licenses, thus resulting in an unfair advantage for companies that engage in such practices. Although Togo has government bodies charged with combatting corruption, corruption-related charges are rarely brought or prosecuted. The government has made efforts to professionalize key institutions such as the Public Procurement Regulatory Authority (ARCOP), the Chamber of Commerce (CCIT), and the National Employment Agency (ANPE) including with new anti-corruption, ethics, and transparency measures.

The war in Ukraine has created further difficulties by feeding inflation and food insecurity.

The conflict has aggravated an already fragile post-Covid socio-economic situation and has caused disruptions in the supply chain for agricultural products and fertilizers. The main consequences are the rise in the prices of staple food and agricultural inputs, especially fertilizers which saw a price increase of 30% in less than a year.

							1. Openness To, and Restrictions Upon, Foreign Investment					

### Policies Towards Foreign Direct Investment

Attracting more foreign direct investment (FDI) and generating more jobs in priority sectors is the main objective for the Togolese government. Togo has achieved real success, recording inward FDI of $130 million in 2021 (the most recent figures available) after a brief dip in 2020 due to the global pandemic (*UNCTAD, World Investment Report 2022*). The rapidly developing Adetikiopé industrial platform (PIA) has helped attract significant new investments in light industry to take advantage of Togo’s natural resources and skilled labor, with $25 million in new investment in 2022. CimMetal Group (Burkina Faso) in 2021 established a $125 million construction materials plant and Dangote (Nigeria) in 2020 invested in a $60 million cement plant.

The Ministry of Investment serves as an interface for potential investors, allowing them to target investment sectors and present priority projects. Government officials work hard to promote Togo internationally by making trips abroad, conducting consultations, and hosting trade roadshows. The state-owned corporation Togo Invest also actively seeks to recruit outside partners for strategic investments tied to national development goals. Two new laws were adopted in December 2021: the Law 2021-034 on Public-Private-Partnerships (PPP) aiming to facilitate private investments in new sectors and the Law 2021-033 on Public Procurement intended to enhance transparency and efficiency for investment credits.

Togo does not have any laws or practices that discriminate against foreign investors, and there have been no significant changes since last year. The Investment Code, adopted in June 2019, prescribes equal treatment for Togolese and foreign businesses and investors; free management and circulation of capital for foreign investors; respect of private property; protection of private investment against expropriation; and investment dispute resolution regulation. The code meets West African Economic and Monetary Union (WAEMU) standards.

### Limits on Foreign Control and Right to Private Ownership and Establishment

There is a right for foreign and domestic private entities to establish and own business enterprises and engage in all forms of remunerative activities. The foreign investor can also create a wholly owned subsidiary. It has no obligation to associate itself with a local investor. This right is contained in the Investment Code (which was adopted in 2019), and there are no general limits on foreign ownership or control. Section 3 of the Investment Code states that any company established in the Togolese Republic freely determines its production and marketing policy, in compliance with the laws and regulations in force in the Togolese Republic. Additionally, there are no formal investment approval mechanisms in place for inbound foreign investment nor rules, restrictions, limitations, or requirements applied to private investments.

### Other Investment Policy Reviews

Togo conducted an investment policy review through the World Trade Organization (WTO) in October 2017. A link to the report can be found at: https://www.wto.org/english/tratop_e/tpr_e/tp_rep_e.htm.

There have been no major recent reviews of investment policy by civil society.

### Business Facilitation

Togo has dramatically improved its business climate in recent years through the implementation of bold reforms. It now takes only seven hours to register a new company online with the “Centre de Formalité des Entreprises” (https://www.cfetogo.org/eentreprise), and Togo has continued to work simplify procedures and reduce costs for businesses, including digitizing and automating tax payments.

Reforms to public procurement in December 2022 harmonized regulations and provided a more favorable framework to potential foreign investors to participate in government infrastructure projects, improving the business climate.

The Agency for the Promotion of Investments and the Free Trade Zone (API-ZF) assists potential and actual foreign investors through the entire investment process. API-ZF maintains two web platforms to publicize key information for investors:

- investautogo.tg provides information on the business environment, promoting business opportunities and tax incentives, with information on the investment code and the Export Processing Zone (EPZ).
- apizf.tg presents all documentation on administrative procedures related to investment.

### Outward Investment

Togo does not promote outward investment, nor does it restrict domestic investors from investing abroad.

							2. Bilateral Investment and Taxation Treaties					

The United States and Togo signed the U.S. – Togo Treaty of Amity and Economic Relations in 1966, which entered into force a year later in 1967. This treaty provides for protections of U.S. and Togolese investors. Togo has signed many economic, commercial, cooperation, and cultural agreements with its foreign aid donor countries, including France, Germany, Canada, the Netherlands, Belgium, Switzerland, Japan, and more recently with China, India, Iran, Saudi Arabia, and Israel.

Togo does not have a bilateral investment or taxation treaty with the United States. Togo joined the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting in August 2021 as the 140th member as well as the October 2021 deal on the two-pillar solution to global tax challenges, including a global minimum corporate tax.

							3. Legal Regime					

### Transparency of the Regulatory System

In June 2019, the National Assembly adopted a new investment code, which is in line with the objectives of the National Development Plan and embraces the government’s desire to make the private sector the driver of economic growth.

The Investment Code seeks to make Togo an attractive place for international companies, supporting the development of logistics hubs by offering tax incentives. The incentives are proportional to the size of the investments made and the number of jobs created. At a time when Togo is committed to decentralization, the new investment code provides additional advantages to investments that create jobs outside of major urban centers. The code operationalizes the National Agency for the Promotion of Investments and the Free Zone (API-ZF) which simplifies formalities. The deadline for adjudicating files is now set at 30 days maximum.

As a member of West African Economic and Monetary Union (WAEMU), Togo participates in zone-wide plans to harmonize and rationalize regulations governing economic activity within the Organization for the Harmonization of Business Law in Africa (OHADA – Organisation pour L’Harmonisation en Afrique du Droit des Affaires). OHADA includes sixteen African countries, including Togo, and one of the principal goals is a common charter on investment. Togo directly implements WAEMU and OHADA regulations without requiring an internal ratification process by the National Assembly.

Togo’s Investment Code also specifies the provision of incentives to encourage investment. Incentives are to be proportional to the size of investment, with tax benefits conditional on job creation. Tax benefits include a lump sum tax reduction per job created and incentives to invest in rural areas, to consolidate social development and strengthen inclusion measures.

Although the government does not make draft bills and proposed regulations available for public comment, ministries and regulatory agencies in Togo generally give notice of and distribute the text of proposed regulations to relevant stakeholders. Ministries and regulatory agencies also generally request and receive comments on proposed regulations through targeted outreach to business associations and other stakeholders.

Togo is a member of UNCTAD’s international network of transparent investment procedures http://togo.eregulations.org. Foreign and national investors can find detailed information on administrative procedures applicable to investment and income generating operations including the number of steps, name and contact details of the entities, persons in charge of procedures, required documents and conditions, costs, processing time, and legal bases justifying the procedures. The site is generally up-to-date and useful.

The Public Procurement Regulatory Authority (ARCOP) ensures compliance and transparency with respect to government procurements. Each responsible ministry ensures compliance with its regulations which are developed in conformity with international standards and agreements such as WTO or WAEMU norms. Regulations are not reviewed based on scientific or data-driven assessments. In December 2021, the government adopted the Law 2021-033 on public procurement aimed at improving the legal framework and reducing the delays in procurement procedures through digitalization. In July 2022, a new decree was adopted to allow the former Public Procurement Regulatory Authority (ARMP) to also regulate Public-Private Partnerships (PPP). The newly renamed ARCOP will regulate PPP contracts entered into by the state or public entities, in addition to public contracts.

Togo joined the Development Center of OECD in June 2019, as an opportunity to share experiences and pool resources.

### International Regulatory Considerations

Togo is a member of the World Trade Organization (WTO). It is not known if the government notifies all draft technical regulations to the WTO Committee on Technical Barriers to Trade (TBT).

For the most part, in economic terms, the Togolese legal and administrative framework is aligned with the community texts of UEMOA, ECOWAS or larger groups.

On the financial side, Togo depends on sub-regional institutions, notably the Central Bank of West African States (BCEAO) whose head office is in Dakar. The Regional Council for Public Savings and Financial Markets (CREPMF), headquartered in Abidjan, regulates financial markets.

The Togolese insurance market is subject to the rules of the CIMA zone (Inter African Conference of Insurance Markets).

With regard to intellectual property, Togo relies on OAPI (African Intellectual Property Organization).

The main laws and directives of these different legal and administrative areas are available, among others, on the website www.droit-afrique.com under the heading Togo.

Togo is a member of the United Nations (UN), the World Trade Organization (WTO), and the International Renewable Energy Agency (IRENA).

At the African level, the country is also party to the Council of the Agreement, the Benin Electric Community (CEB), the African Peer Review Mechanism (APRM), the Alliance Zone and the Co-operation Zone for Prosperity (ZACOP), the African Union, and the African Continental Free Trade Area (AfCFTA).

### Legal System and Judicial Independence

Togo practices a code-based legal system inherited from the French system. The judiciary is recognized as the third power after the executive and the legislative (the press being the 4th) and thus remains independent of the executive branch. Togo, as a member of the OHADA, has a judicial process that is procedurally competent, fair, and reliable. Regulations or enforcement actions are appealable like any other civil actions and are adjudicated in the national court system.

A Court of Arbitration and Mediation (CATO) created in 2011 organizes and supervises conciliation and arbitration for the settlement of disputes. The Commercial Courts of Lome and Kara were created by decree in 2019 and settle disputes under the various uniform acts of OHADA.

### Laws and Regulations on Foreign Direct Investment

The Investment Code allows the resolution of investment disputes involving foreigners through: (a) bilateral agreements between Togo and the investor’s government; (b) arbitration procedures agreed to between the interested parties; or (c) through the offices of the Convention on the Settlement of Investment Disputes between States and Nationals of Other States. The OHADA also provides a forum and legal process for resolving legal disputes in 16 African countries.Investment disputes are managed by SEGUCE Togo (Societe d’Exploitation du Guichet Unique pour le Commerce Exterieur), and can be accessed at www.segucetogo.tg

Togo is a member of UNCTAD’s international network of transparent investment procedures http://togo.eregulations.org. Foreign and national investors can find detailed information on administrative procedures applicable to investment and income generating operations including the number of steps, name and contact details of the entities and persons in charge of procedures, required documents and conditions, costs, processing time, and legal bases justifying the procedures.

### Competition and Anti-Trust Laws

The Public Procurement Regulatory Authority (ARCOP) ensures compliance and transparency for competition-related concerns. The government regularly seeks to improve the framework for public procurement (including professionalizing the public procurement sector, moving procurement online, enacting legislative regulations, etc.). The Public Procurement Bill of December 2021 aims to increase transparency and efficiency in the consumption of investment credits. The legal framework for public procurement has been renovated and structured in two parts, in particular a regulation dedicated to public procurement, and another dedicated to public-private partnership (PPP) contracts.

### Expropriation and Compensation

The government can legally expropriate property through a Presidential decree submitted by the cabinet of ministers and signed by the President.

Only two major expropriations of property have taken place in Togo’s history. The first was the February 1974 nationalization of the then French-owned phosphate mines. The second was the November 2014 nationalization of the Hôtel du 2 Février after it had ceased operations for several years. Shortly after the nationalization of the hotel, Togo announced that it was establishing a commission to determine the fair market amount owed as compensation to the hotel’s Libyan owners/investors. The government designed the 2012 Investment Code to protect against government expropriations. Despite the case of the Hôtel du 2 Février, there is little evidence to suggest a trend towards expropriation. There are some claimants from lands expropriated for recent road construction, however, and the procedure to investigate and resolve those claims is slow. Land titles are very unclear with traditional and modern systems overlapping. The government has occasionally earmarked land for development that has raised complaints from local communities.

### Dispute Settlement

#### ICSID Convention and New York Convention

**Togo is not a party to the New York Convention of 1958 on the Recognition and Enforcement of Foreign Arbitral Awards. Togo is, however, a party to the Convention on the Settlement of Investment Disputes between States and Nationals of Other States (ICSID Convention – also known as the Washington Convention), which it ratified in 1967.

#### Investor-State Dispute Settlement

**Togo does not have Bilateral Investment Treaty (BIT) or Free Trade Agreement (FTA) with an investment chapter with the United States.

Togo does not have a history of extrajudicial action against foreign investors, notwithstanding the two historical examples above. There do not appear to be any investment disputes involving U.S. persons from the past ten years. Local courts recognize and enforce foreign arbitral awards issued against the government.

#### International Commercial Arbitration and Foreign Courts

**The dispute resolution alternative is the Court of Arbitration of Togo (CATO), which conforms to standards as established by the Investment Climate Facility for Africa (ICF). Local courts recognize and enforce foreign arbitral awards and there are no known State-Owned Enterprise investment disputes that have gone to the domestic court system.

The World Bank’s International Finance Corporation (IFC) worked with the Government of Togo to improve commercial justice through the strengthening of alternative dispute resolution mechanisms. The aim of the project was to increase the speed and efficiency of settlement of commercial disputes through the procedures used by the CATO.

As a result of the project, 30 new arbitrators and 100 magistrates and professionals received training in mediation/arbitration techniques. Further, the new CATO procedure manual is explicit that the time between filing and judgment shall be a maximum of six months as per article 36 of the ruling procedures.

In 2019, the CIAM of Lomé (International Center for Arbitration and Mediation) was created for the management and resolution of commercial disputes in the maritime and financial fields. The CIAM contributes to a secure business climate and offers economic operators in these sectors through the swift and efficient resolution of disputes, supplementing the regular judiciary and reducing opportunities for corruption.

### Bankruptcy Regulations

Togo uses the standards set forth under the Organization for the Harmonization of Business Law in Africa (OHADA). That law states that if bankruptcy occurs, the competent jurisdiction designates an expert that concludes an agreement with creditors and stakeholders (preventive arrangement). The Manager (or managers) can be put under “patrimonial sanctions,” meaning they can be personally liable for the debts of the company. The manager is then forbidden from managing, administering, or controlling an enterprise, and holding political or administrative office for three to ten years. Bankruptcy is criminalized, but generally as a last resort.

According to data collected by the World Bank, insolvency proceedings take three years on average and cost approximately 15 percent of the debtor’s estate, with the most likely outcome being that the company will be sold off in pieces. The average recovery rate is 27.9 cents on the dollar. The World Bank’s Doing Business 2020 places Togo at 88 of 190 for the “Resolving Insolvency” indicator, well above the Sub-Saharan Africa regional average.

							4. Industrial Policies					

### Investment Incentives

Investment incentives are available to foreign investors that invest more than $100,000. Incentives include exemption from VAT and Customs Duties on new imported plant and materials, reduced income taxes for up to five years, and depending on the number of permanent jobs created for nationals, reduction on salary taxes during an approved period of time.To encourage multinationals to set up in Togo, the special regime for parent companies and subsidiaries contained in the General Tax Code (GTC) provides for an exemption from tax withholdings on dividend distributions (IRCM) between parent companies and subsidiaries. Other incentives are also available in the Export Processing Zone (EPZ).

With the creation of the High Council of Togolese Abroad (HCTE), Togo wants to mobilize and attract investment from its diaspora. For this, the government has set up a diaspora office, appointed diaspora points of contact in strategic institutions like the Togolese Revenue Office (L’Office Togolais des Recettes – OTR) and the National Employment Agency (ANPE – Agence Nationale Pour l’Emploi) and inaugurated the Maison de la Diaspora in November 2021 to assist Togolese expatriates in realizing investment projects.

For clean energy investments, while some long-term Power Purchase Agreements and taxation incentives exist, these measures tend to favor firms with a government stake, rather than private investment. Imports of electric vehicles have been exempted from taxes since 2020.

### Foreign Trade Zones/Free Ports/Trade Facilitation

The 2011 law modifying the 1989 law creating the Export Processing Zone (EPZ) provides an advantageous taxation scheme for companies based in the EPZ with a reduced tax bill on their profits for their first 20 years of operation, including a five percent tax on profits for the first five years. The law also exempts companies from customs duties and VAT on imported equipment and inputs, as well as an exemption from VAT on goods and services purchased locally. It also provides EPZ companies the freedom to repatriate capital, including dividends and other income. The law also exempts companies within the EPZ from providing workers with many legal protections, including protection against anti-union discrimination with regard to hiring and firing.

The National Agency for the Promotion of Investments and the Free Zone (API-ZF) is a government agency designed to help accelerate the growth of investments in line with the government road map and boost national and international investments across all sectors. The new operating model of API-ZF is to attract investment, facilitate the installation of investors in Togo, and offer a post-investment service.

Togo has been eligible for African Growth and Opportunity Act (AGOA) trade preferences since 2008 and has benefited from the textile benefits since 2017, when it published its national strategy. Togo actively promotes the utilization of AGOA and boosting exports to the United States with products from the agricultural and garment sectors as part of its industrial development strategy, including working with firms on compliance requirements. An industrial sewing training center was inaugurated on October 31, 2022, at the Adetikiopé industrial platform (PIA), with the aim of laying the groundwork for eventual textile exports.

Togo hopes to leverage the African Continental Free Trade Area (AfCFTA / ZLECAF) to facilitate intra-African trade and eliminate customs duties for 90% of goods from other African countries. The trade accord also aims to reduce or eliminate non-tariff impediments such as corruption and border delays and encourage trade facilitation measures. Togo is actively considering how much to open up its service sector to other African countries with regard to the five priority service sectors identified for liberalization: finance, transport, tourism, communications, and business services.

### Performance and Data Localization Requirements

Firms are required by law to employ Togolese nationals on a priority basis, and after five years foreign workers cannot account for more than 20 percent of the total workforce or of any professional category. In practice, the Togolese government strongly encourages large foreign employers outside of the EPZ to hire as many Togolese nationals as practical. These encouragement schemes do not typically apply to senior management level employees.

There are reports that foreigners seeking to legalize their status for long-term work and residence purposes have encountered significant administrative obstacles and delays, although the steps for receiving residence permits are well defined. Issuance of such permits is the responsibility of the National Police.

There are no government-imposed conditions on permission to invest and there is no policy on “forced localization.” Foreign Information Technology providers are not required to turn over source code and/or provide access to encryption and there are no measures that prevent or unduly impede companies from freely transmitting customer or other business-related data outside the economy/country’s territory.

							5. Protection of Property Rights					

### Real Property

Property rights and interests are enforced, although nearly 80% of court cases are reported to involve land title disputes. Mortgages and liens exist but land titles are precarious and often subject to litigation. Most land does not have a clear title, especially outside of urban areas. The government is attempting to fix this issue through various commissions that will issue recommendations, but it will take years to resolve.

The average time to proceed with property transfer decreased from eight days in 2018 to five days in 2019.

All land-related operations are carried out via the government’s “One-Stop Shop” for property transactions (called the *Guichet Unique**Foncier*) at the Togolese Revenue Office (OTR). This “One-Stop Shop” within the OTR simplifies property transfer procedures, reduces administrative costs, and minimizes the risks in the process. The government has reduced the registration fee for property transfer to a 35,000 FCFA ($64) flat fee rather than the previous 4% of market value. The process of issuing a land title now takes only five hours, down from 48 hours in 2018.

An independent complaints mechanism exists in the Togolese Revenue Office (OTR). OTR has been set up to deal with land complaints. The office gives itself 48 hours to respond to requests.

Since December 10, 2019, all cadastral maps of greater Lomé (2,568 in total) were digitized and are made available in a database. This makes it possible to update the targeted plans and to carry out studies and validation of files at the “Guichet Unique Foncier” (GUF).

In Togo, only Togolese citizens, French citizens, foreign governments, and those granted citizenship by the judiciary are allowed to possess real property. Other foreigners must request permission from the Prime Minister, which is usually granted for investors who will develop the land. Land speculation is discouraged by the government. Property legally purchased that remains unoccupied will not be reverted to other owners under the law; however, in practice, unused land that is not protected will likely be occupied or used by others and potentially subject to lengthy court battles to prove ownership.

Since 2020, Togo has benefited from a Threshold Program with the Millennium Challenge Corporation (MCC), including promoting land reform to increase agricultural productivity. The objectives of this project are to expand access to formalized land by identifying and legitimizing customary land rights, move the legitimized rights into the formal system, improve the formal system so that it effectively protects legitimate land rights, and expand inclusive access to land by ensuring that recognition of women’s rights, already recognized in formal law, are fully incorporated into practice.

### Intellectual Property Rights

The regional African Intellectual Property Organization (OAPI) and National Institute for Industrial Property and Technology (INPIT) are the two agencies that protect Intellectual Property (IP) in Togo. On November 30, 2020, Togo ratified the Bangui Agreement, which governs intellectual property in the 17 OAPI member states. There are no official figures available on how the country tracks and reports on seizures of counterfeit goods. The country may prosecute Intellectual Property Rights (IPR) violations, but there are no known cases.

Togo is not listed in USTR’s Special 301 report or in the notorious market report. For additional information about national laws and points of contact at local IP offices, please see WIPO’s country profiles at http://www.wipo.int/directory/en.

							6. Financial Sector					

### Capital Markets and Portfolio Investment

Togo and the other West African Economic and Monetary Union (WAEMU) member countries are working toward greater regional integration with unified external tariffs. Togo relies on the WAEMU Regional Stock Exchange in Abidjan, Cote d’Ivoire to trade equities for Togolese public companies.WAEMU has established a common accounting system, periodic reviews of member countries’ macroeconomic policies based on convergence criteria, a regional stock exchange, and the legal and regulatory framework for a regional banking system. The government and central bank respect IMF Article VIII and refrain from restrictions on payments and transfers for current international transactions. Credit is generally allocated on market terms. With sufficient collateral, foreign investors are generally able to get credit on the local market. The private sector in general has access to a variety of credit instruments when and if collateral is available.

### Money and Banking System

The penetration of banking services in the country is low and generally only available in major cities.

The government and the banking sector have worked to restore Togo’s reputation as a regional banking center, which was weakened by political upheavals from 1991 to 2005, and several regional and sub-regional banks now operate in Togo, including Ecobank, Orabank, Banque Atlantique, Bank of Africa, NSIA Group, International Bank of Africa in Togo (BIA Togo), and Coris Bank. With 4.98 bank branches per 100,000 inhabitants, Togo has one of the highest ratios in WAEMU.

In October 2022, Simon Tiemtoré’s New York City-based investment banking holding Lilium Capital, owner of Vista Bank, acquired the pan-African banking group Oragroup, which has 188 Orabank branches in 12 African countries. The acquisition is in progress.

Additionally, Togo is home to the headquarters of the ECOWAS Bank for Investment and Development (EBID), the West African Development Bank (BOAD – the development bank of the West African Economic and Monetary Union), Oragroup, and Ecobank Transnational Inc. (ETI), the largest independent regional banking group in West Africa and Central Africa, with operations in 36 countries in Sub-Saharan Africa.

The banking sector is generally healthy, and the total assets of Togo’s largest banks are approximately $25-30 billion.Togo’s monetary policy and banking regulations are managed by the Central Bank of West African States (BCEAO). No known correspondent relationships were lost in the past four years. No known correspondent banking relationships are in jeopardy.

The national financial inclusion strategy aims to reduce regional disparities in access to financial services, and Togo has witnessed the rapid development of mobile money since 2017.

### Foreign Exchange and Remittances

#### Foreign Exchange

**There are no restrictions on the transfer of funds to other FCFA-zone countries or to France. The transfer of more than FCFA 500,000 (about $1,000) outside the FCFA-zone requires justification documents (e.g., a pro forma invoice) to be presented to bank authorities.

The exchange system is free of restrictions for payments and transfers for international transactions. Some American investors in Togo have reported long delays (30 – 40 days) in transferring funds from U.S. banks to banks located in Togo. This is reportedly because banks in Togo have limited contacts with U.S. banks to facilitate the transfer of funds.

Togo uses the CFA franc (FCFA), which is the common currency of the eight West African Economic and Monetary Union (WAEMU) countries. The currency is fixed to the Euro at a rate of 656 FCFA to 1 Euro.

#### Remittance Policies

**The 2019 Investment Code provides for the free transfer of revenues derived from investments, including the liquidation of investments, by non-residents.

### Sovereign Wealth Funds

Togo does not maintain a Sovereign Wealth Fund (SWF) or other similar entity.

							7. State-Owned Enterprises					

The government published a list of 16 State-owned Enterprises (SOEs) and the shareholding of twenty-six (26) other semi-public companies in December 2019. These SOEs generally operate based on commercial consideration but may enjoy non-market-based advantages received from the host government, such as the government delaying private enterprise investment in infrastructure that could disadvantage the market share of the SOE. They do not compete internationally.

All SOEs have a Board of Directors and Supervisory Board, although the Togolese government has not specified how it exercises ownership in the form of an ownership policy or governance code. The SOEs also have auditors who certify their accounts. Once certified by these auditors, the accounts of these companies are sent to the Court of Auditors, Togo’s supreme audit institution, which verifies and passes judgment on these financial statements and reports to the National Assembly. The Court publishes the results of its audits annually, including at http://courdescomptestogo.org.

SOEs control or compete in the fuel, cotton, telecommunications, banking, utilities, phosphate, and grain-purchasing markets. The government wants to revitalize the phosphate sector and become a leading global player via the state-owned New Phosphate Company of Togo (SNPT).

In June 2020, the New Cotton Company of Togo (NSCT) which produces cotton domestically was sold to the Singaporean Company OLAM Group (51%) with a further 40% going to the Cotton Producers Consortium (FNGPC), while the Government of Togo maintained a 9% stake. Through this privatization, the Government hopes to further develop the textile industry. Before this privatization, NSCT was 60% state-controlled after the bankruptcy and dissolution of the 100% state-owned Togolese Cotton Company (SOTOCO) in 2009.

In September 2012, Togo sold the formerly state-owned Togolese Development Bank to Orabank Group, which has some U.S. investors. Likewise, in March 2013, Togo sold the formerly state-owned Banque Internationale pour l’Afrique au Togo to the Attijariwafa Bank Group of Morocco.

In November 2021, IB Holding, an investment holding controlled by the Burkinabe construction magnate Mahamadou Bonkoungou, bought the public bank Banque Togolaise pour le Commerce et l’Industrie (BTCI). IB Holding purchased a 90% stake in the bank versus 10% for the Togolese government. While the amount of the deal was not disclosed, it was approved by the Banking Commission of the West African Economic and Monetary Union (WAEMU) on September 20, 2021.

Togolese authorities are working in consultation with the IMF on further privatization to include state-owned Union Togolaise de Banque (UTB). UTB holds weak loan portfolios characterized by high exposure (about one-third of total bank credit) to the government, as well as to the cotton and phosphate industries.

In the telecommunications sector, the government combined in 2017 the two state-owned entities Togo Telecom and TogoCell into a holding company, TogoCom. In November 2019, Agou Holding consortium, made up of the Madagascan conglomerate Axian (majority) and the capital-investor Emerging Capital Partners (ECP) bought a 51% stake in TogoCom. The Togolese Government maintains a 49% stake. Agou Holding committed to invest $271 million in TogoCom over seven years to improve international connectivity and expand its high-speed fiber-optic and mobile networks.

The new entity stills directly competes with a private cell phone company, Moov Africa Togo. Atlantique Telecom, a subsidiary of Emirates Telecommunications Corporation (Etisalat), owns and controls Moov Togo. The Government of Togo has licensed Togocom and Moov for 4G. Private company CAFÉ Informatique also offers satellite-based internet access and other services, mainly to the business sector. Two new internet service providers – Teolis and Vivendi Africa Group (GVA-Togo) – entered the market in 2018, and the government is installing new fiber optic cable throughout the country.

Public utilities such as the Post Office, Lomé Port Authority, Togo Water, and the Togolese Electric Energy Company (CEET) hold monopolies in their sectors.

The National Agency for Food Security (ANSAT) is a government agency that purchases cereals on the market during the harvest for storage. When cereal prices increase during the dry season, it is ANSAT’s task to release cereals into the markets to maintain affordable cereal prices. When supplies permit, ANSAT also sells cereals on international markets, including Ghana, Niger, and Gabon.

The price of petroleum products is tightly controlled by the Togolese government. The CSFPPP (Petroleum Product Price Fluctuation Monitoring Committee) orders and sets the prices of petroleum products, launches calls for tenders, and monitors the execution of tender contracts. Togo imports 30 million liters of refined petroleum products per quarter.

Togo does not adhere to the OECD Guidelines on Corporate Governance for SOEs (link to guidelines at www.oecd.org/daf/ca/oecdguidelinesoncorporategovernanceofstate-ownedenterprises.htm

### Privatization Program

Previous privatization in Togo covered many sectors, such as hotels, banking, and mining. Foreign investors are encouraged to compete in new privatization programs via a public bidding process. The government publishes all notifications in the French language, but unfortunately, a relevant government website is not available.

							8. Responsible Business Conduct					

Responsible Business Conduct (RBC) is not officially addressed in Togo by the government, other than as it relates to corruption and criminal activity. RBC and its variants such as “Fair Trade” are known by independent NGOs and businesses which promote these practices and can do their work freely.

Some American-owned companies follow generally accepted RBC principles and participate in outreach programs to local villages where they supply, among other things, school buildings, water, electricity, and flood abatement resources. In accordance with a law passed in March 2011, new construction projects must now address environmental and social impacts.

Togo joined the Extractive Industries Transparency Initiative (EITI) in 2009 and has been officially recognized as EITI-compliant since 2013. Togo’s EITI Secretariat carries out a yearly verification of financial statements relating to the extractive industry. Togo is temporally suspended for missing a December 2022 deadline for publishing its report for 2020.

The Ministry of Civil Service, Labor, Administrative Reform, and Social Protection sets workplace health and safety standards and is responsible for enforcement of all labor laws. There have been no high-profile, controversial instances of private sector impact on human rights or resolution of such cases in the recent past.

Togolese law provides workers, except security forces (including firefighters and police), the right to form and join unions and bargain collectively. There are supporting regulations that allow workers to form and join unions of their choosing. Workers have the right to strike, although striking healthcare workers may be ordered back to work as necessary for the security and well-being of the population. While no provisions in the law protect strikers against employer retaliation, the law requires employers to get a judgment from the labor inspectorate before they fire workers. If firms fire workers illegally, including for union activity, the companies must reinstate the employees and compensate them for lost salary.

The law recognizes the right to collective bargaining; representatives of the government, labor unions, and employers negotiate and endorse a nationwide agreement. This collective bargaining agreement sets nationwide wage standards for all formal sector workers. For sectors where the government is not an employer, the government participates in this process as a labor-management mediator. For sectors with a large government presence, including the state-owned companies, the government acts solely as an employer and does not mediate.

The government follows OHADA recommended rules and regulations on corporate governance, accounting, and executive compensation.

Private security companies are present in Togo, but the country is not a participant in the International Code of Conduct for Private Security Service Providers Association (ICoCA).

### Climate Issues

Togo seeks unconditional greenhouse gas emissions reductions of 21% below its business-as-usual (BAU) scenario by 2030. It has also made a conditional commitment to reduce emissions by an additional 30% by the same date, contingent upon international support and finance. For methane emissions, Togo’s National Plan for the Reduction of Air Pollution and Short-Lived Climate Pollutants projects a 56 percent reduction in methane emissions by 2040. Togo has not set a net-zero greenhouse gas emissions goal and is ranked 37/51 for Middle East/Africa by Climatescope. A draft decree adopted on March 15, 2023, sets rules for a carbon management mechanism, including the purchase of carbon credits, which are defined as the measurable, verifiable emission reductions from certified climate action projects.

Togo’s current National Electrification Strategy aims to provide universal access to electricity by 2030, while increasing the share of renewables to 50% by ambitiously rolling out new power plants and off-grid solutions. In 2021, Togo launched one solar and one thermal power plant and has plans for two additional solar plants and 550,000 solar kits. In 2023, the solar plant will expand its capacity from 50MW to 70 MW, and the project for the electrification of 317 localities by solar mini-grids has received funding for the preparatory phase.

Togo government has limited capacity to monitor natural capital. The National Agency of Environment Management (Agence Nationale de Gestion de l’Environnement, ANGE) under the Ministry of Environment and Forestry Resources (MERF) enforces environmental regulations, and there has been significant progress over the past two decades in promoting sustainability. Togo has a Forest Code and has adopted an ambitious strategy for reducing emissions from deforestation and forest degradation (REDD+) as part of the national development plan. While efforts are hampered by the continued usage of firewood and charcoal as the primary energy source for the vast majority of households, the National Electrification Strategy will serve to transform energy usage patterns in the long term. A national reforestation drive was launched in June 2022 with the objective of planting one billion trees by 2030. While still lacking personnel and equipment, agency technical capabilities are adequate for evaluating environment and social risks for major government projects.

Togo is also working to increase the legal weight of environmental standards. A revised public procurement law and new public-private partnership (PPP) both mandate consideration of environment and climate change impact, encouraging low carbon infrastructure projects and incorporation of climate adaption and mitigation measures.

							9. Corruption					

The Togolese government has established several important institutions designed in part to reduce corruption by eliminating opportunities for bribery and fraud: the Togolese Revenue Authority (OTR), the One-Stop Shop to create new businesses (CFE), and the Single Window for import/export formalities.

In 2015, the Togolese government created the High Authority for the Prevention and Fight against Corruption and Related Offenses (HAPLUCIA), which the government designed to be an independent institution dedicated to fighting corruption. The government appointed members in 2017. HAPLUCIA encourages private companies to establish internal codes of conduct that, among other things, prohibit bribery of public officials. HAPLUCIA presented on February 7, 2019, its strategic plan for the period 2019-2023; it set up a toll-free number, the “8277” to receive complaints and denunciations.

In October 2022, Togo adopted a national anti-corruption strategy with three axes: (1) strengthening the legal and institutional framework; (2) mobilization of all national actors; (3) strengthening the integrity, transparency, and quality of public administration.Anti-corruption laws extend to family members of officials, and to political parties and the government does not interfere in the work of anti-corruption NGOs.

In 2011, the government effectively implemented procurement reforms to increase transparency and reduce corruption. The government announces procurements weekly in a government publication. Once contracts are awarded, all bids and the winner are published in the weekly government procurement publication. A toll-free number (80 00 88 88) is available to denounce any act of corruption and fraudulent practices in public procurement.

Other measurable steps toward controlling corruption include joining the Extractive Industries Transparency Initiative (EITI) and establishing public finance control structures and a National Financial Information Processing Unit.

Togo signed the UN Anticorruption Convention in 2003 and ratified it on July 6, 2005.

### Resources to Report Corruption

**Contact at the government agency or agencies that are responsible for combating corruption:

Kimelabalou AbaPresident of HAPLUCIA, the High Authority for the Prevention and Fight against Corruption and Related OffensesTel. +228 93 10 84 84 / 96 61 12 12Email: haplucia@haplucia-togo.orgLomé, Togo

Directeur, Anti-CorruptionOffice Togolais des Recettes (OTR)41 Rue des Impôts02 BP 20823Lomé, Togo+228 – 22 53 14 00 otr@otr.tg

Contact at a “watchdog” organization:

Samuel KanindaRegional Coordinator, West AfricaTransparency InternationalAlt-Moabit 9610559 BerlinGermany+49 30 3438 20 773skaninda@transparency.org

							10. Political and Security Environment					

After a period of political instability and economic stagnation from 1990 to 2007, the government started the country along a gradual path to political reconciliation and democratic reform. Togo has held multiple presidential, legislative, and local elections that were deemed generally free and fair by international observers, though the most recent legislative elections were boycotted by the majority of the opposition. Political reconciliation has moved slowly. A political crisis erupted in 2017 regarding the failure of the government to implement political measures, such as presidential term limits. After international facilitation between the government and opposition parties, in May 2019 the government implemented non-retroactive term limits and a two-round election system. The government held local elections in 2019, the first since 1986. President Faure Gnassingbe was elected for a fourth term on February 22, 2020 in a peaceful election.

Political protests still occur on occasion and can often lead to tire burning, stone throwing, and government responses include the use of tear gas and other crowd control techniques. There are no known examples over the past ten years of damage to projects and/or installations pertaining to foreign investment due to political violence.

							11. Labor Policies and Practices					

The labor market is predominately unskilled, and there is a shortage of skilled labor and English-speaking employees. Some migrant farm workers arrive from Ghana and Benin based on familial ties. Widespread underemployment exists, and an estimated 3 million workers participate in the informal economy, which functions as the motor for the economy.

In general, government labor policy favors employment of nationals.

Regulations require that firms hire workers with time specific contracts that include severance requirements. The labor code, and regulations called the “Convention Collective” differentiate between layoffs and firings, but both require severance payments. Free Trade zones offer different labor law provisions to encourage investment.

Public employee unions (teacher, judicial clerks, etc.) use collective bargaining and non-violent protest to raise the profile of their demands. Labor disputes are often resolved on an ad-hoc basis, usually with the intervention of parliamentarians.

Togo adopted a new Labor Code on June 18, 2021, replacing the 2006 code. This code, promoted as pro-investment, includes innovations in line with the conventions of the International Labor Organization (ILO) and with the Uniform Act Project relating to OHADA Labor Law, creating a favorable framework for the creation of jobs. The new code also increases social protection measures, requires employers to register employees with the National Social Security Fund (CNSS), and introduces severance pay and precarious work premiums. At the same time, it provides greater flexibility in the labor market by allowing for a variety of contract types depending on a company’s activities (e.g. seasonal labor, project-based contracts, telework). Finally, the new code allows the government to favor disadvantaged geographic areas and social groups.

							12. U.S. International Development Finance Corporation (DFC) and Other Investment Insurance Programs					

The U.S. and Togo have an investment guaranty agreement in place, which requires host government approval prior to the issuance of U.S. government guaranties to any proposed project. The “Guaranty of Private Investments – Agreement Between the United States of America and Togo” was signed on Marcy 20, 1962 and is the basis for requesting pre-approval through the Ministry of Foreign Affairs for U.S. government investment support for a proposed project. In 2021, DFC received approval from the government of Togo to provide debt securities and political risk insurance to two enterprises and both are currently pending final approval with DFC. The DFC’s predecessor Overseas Private Investment Corporation (OPIC) provided political risk insurance and financing for ContourGlobal’s 100-megawatt power plant in Togo. The plant began operation in the fall of 2010 providing base-load electricity for the country. French government agency COFACE provides investment insurance in Togo under programs similar to those offered by DFC. Investment insurance is also available through the Multilateral Investment Guarantee Agency (MIGA).

							13. Foreign Direct Investment and Foreign Portfolio Investment Statistics					

**Table 3: Sources and Destination of FDI***Coordinated Direct Investment Survey – Data by Economy – IMF Data*** Note: U.S. based ContourGlobal built a 100-megawatt power plant in Togo in 2010. This FDI is not recorded in official U.S. government statistics.

							14. Contact for More Information					

Political-Economic SectionU.S. Embassy, Lomé4332 Blvd Eyadéma – BP 852, Lomé, Togo+228 2261 5470, ext. 4466togocommercial@state.gov

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### On This Page

                    -  EXECUTIVE SUMMARY 
                    -  1. Openness To, and Restrictions Upon, Foreign Investment                        -  Policies Towards Foreign Direct Investment 
                      -  Limits on Foreign Control and Right to Private Ownership and Establishment 
                      -  Other Investment Policy Reviews 
                      -  Business Facilitation 
                      -  Outward Investment 
                    -  2. Bilateral Investment and Taxation Treaties 
                    -  3. Legal Regime                        -  Transparency of the Regulatory System 
                      -  International Regulatory Considerations 
                      -  Legal System and Judicial Independence 
                      -  Laws and Regulations on Foreign Direct Investment 
                      -  Competition and Anti-Trust Laws 
                      -  Expropriation and Compensation 
                      -  Dispute Settlement                          -  ICSID Convention and New York Convention 
                        -  Investor-State Dispute Settlement 
                        -  International Commercial Arbitration and Foreign Courts 
                      -  Bankruptcy Regulations 
                    -  4. Industrial Policies                        -  Investment Incentives 
                      -  Foreign Trade Zones/Free Ports/Trade Facilitation 
                      -  Performance and Data Localization Requirements 
                    -  5. Protection of Property Rights                        -  Real Property 
                      -  Intellectual Property Rights 
                    -  6. Financial Sector                        -  Capital Markets and Portfolio Investment 
                      -  Money and Banking System 
                      -  Foreign Exchange and Remittances                          -  Foreign Exchange 
                        -  Remittance Policies 
                      -  Sovereign Wealth Funds 
                    -  7. State-Owned Enterprises                        -  Privatization Program 
                    -  8. Responsible Business Conduct                        -  Climate Issues 
                    -  9. Corruption                        -  Resources to Report Corruption 
                    -  10. Political and Security Environment 
                    -  11. Labor Policies and Practices 
                    -  12. U.S. International Development Finance Corporation (DFC) and Other Investment Insurance Programs 
                    -  13. Foreign Direct Investment and Foreign Portfolio Investment Statistics 
                    -  14. Contact for More Information 

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