Niger

Regulatory body or bodies

The Regional Council for Public Saving and Financial Markets has the mission of protecting the Public Saving invested in securities, financial products negotiable on the Stock Exchange or any investment that seeks WEAMU's Public Saving.

It is therefore the only one authorised to:

• regulate and authorise market operations;
• formulate, if necessary, a veto on the introduction of companies in the quotation of the BRVM;
• authorise and control the whole market private companies, notably:
• the BRVM;
  • the DC / BR;
  • the commercial stakeholders including the brokerage firms - "SCI";
  • the Asset Management Companies - "SGP";
  • the advisors in Transferable securities;
  • the Business developers;
  • the Peddlers and Undertaking for Collective Investment in Transferable Securities (UCITS).

Principal legislation

Bourse Régionale des Valeurs Mobilières (BRVM) and the General Regulation of the Regional Council (CREPMF).

Takeover / merger regulations

Uniform act of OHADA relating to commercial companies and economic interest group.

Exchange

Bourse Régionale des Valeurs Mobilières SA (BRVM) = the Regional Securities Exchange SA. This is a regional stock exchange serving a number of West African countries including Niger.

Listing rules

To take part of the market, a security (share or bond) is registered in a compartment of the quotation of the BRVM. The stock exchange has three compartments for shares and a compartment for debenture loans.
Key requirements for the first compartment are that the company candidate should:

• have a lebal form of a Société Anonyme (S.A.);
• have a minimum share capital of CFAF 100 millions;
• have up to CFAF 500 millions market capitalisation;
• have a net profit on turnover of 3% in each of the last three years;
• present its certified accounts for the last 5 years;
• make a commitment to sign a contract of market animation;
• spread in the public at least 20% of its capital corresponding to a minimum of between 2 and 10 millions of shares, from the initial public offering; and
• make a commitment to publishing biannual estimations of turnovers and tendencies of results (in essence, non-mandatory requirement to publish balance sheet biannually).

Key requirements for the second compartment include the following:

• have a lebal form of a Société Anonyme (S.A.);
• have a minimum share capital of CFAF 100 millions;
• have up to CFAF 200 millions market capitalisation;
• 2 years of guaranteed accounts;
• an undertaking to sign a contract of market animation;
• an undertaking to spread in the public at least 20% of its capital corresponding to a minimum of between 2 and 10 millions of shares.

Key requirements for the third compartment, include the following:

• have  a legal form of a Société Anonyme (S.A.);
• have a minimum share capital of CFAF 10 millions;
• 2 years of guaranteed accounts;
• an undertaking to provide a Business Plan covering at least 3 years;
• an undertaking to provide a listing sponsor;
• an undertaking to spread in the public at least 10% of its capital corresponding to a minimum of 500.00 shares.

For debenture loans:

• the minimal number of titles to the emission is 25,000;
• minimal face value of the emission is of FCFA 500 millions.
• an undertaking to sign a contract of market animation;
• a mandatory requirement on dematerialization of titles;
• an undertaking to provide a finnacial rating (in the absence of a rating higher than investment grade, a financial guarantee will be require).

Corporate Governance code

Uniform Act relating to commercial companies and economic interest group. Click here to download it.

Current number of listed companies

37 listed companies in BRVM and there is only one listed company in Niger.

Public offers / disclosure regulations

N/A

Legislation

• Regulation No. 02/2002/CM/UEMOA which deals with anti-competitive practices within the WAEMU;
• Regulation No. 03/2002/CM/UEMOA which deals with procedures applicable to restrictions and the abuse of a dominant position within the WAEMU;
• Regulation No. 04/2002/CM/UEMOA which deals with state assistance inside the WAEMU and the conditions for the application of article 88 (c) of the UEMOA treaty;
• Directive No. 01/2002/CM/UEMOA which deals with issues related to the transparency of financial relations between the member states and public enterprises as well as member states and international or foreign organisations;
• Directive No. 02/2002/CM/UEMOA which deals with promotion and cooperation between the Commission and the national competition authorities of member states through the application of articles 88 and 90 of the UEMOA treaty ; and
• Law No. 2019-56 of 22 November 2019 on the organization of the competition in Niger.

Scope

• Protection of the consumers; and
• Fair competition between traders, manufacturers and service providers.

Corruption Perception Index rank worldwide for 2022

123

UNAC ratified?

Yes

Signatories to the African Union Convention on Preventing and Combating Corruption?

Yes

Ratified?

Yes

Corruption Perception Index score for 2022

32

Signatories to United Nations Convention Against Corruption (UNAC)?

No

Signatories to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions?

No

Structure of the court system

• High Court of Justice
• Court of State Sescurity
• Supreme Court
• Appeal Court
• First Instance Court
• Instance Courts

The High Court of Justice is competent to judge crimes against the state. The Court is also competent to judge members of the government in criminal cases.

There is only one Supreme Court in Niger sitting in Niamey, which is competent to rule on the legality of judgment given by the Appeal Court or at the First Instance Court.

There are two Appeal Courts in Niger: in Niamey and in Zinder.

The First Instance Court has a president, vice president, one or more examining judges and one or more magistrat du siège.

The Instance Courts are established in every district.

Arbitration

Niger is a state member of OHADA. The Uniform Act on Arbitration dated 11 March 1999 governs the arbitration law of countries who are members of OHADA and is applicable in Niger. It applies to any arbitration (irrespective of whether it is a local or international arbitration and irrespective of whether it is an adhoc arbitration or institutional arbitration). The Uniform Act on Arbitration does not limit arbitration to commercial and professional matters; individuals and corporate bodies alike may refer their dispute to arbitration.

Enforcement of foreign judgments

Foreign judgements are enforceable only by virtue of an exequatur. The exequatur is granted by decision of the President of the First instance court, where the execution should be allowed. As a signatory of the Cooperation Agreement relating to justice (signed with France on 24 April 1961), decisions made by the Courts in France or Niger concerning civil and commercial litigation are automatically enforceable subject to conditions stated in the agreement (see article 36 of the agreement).

Enforcement of arbitral awards

Arbitral awards may be enforceable by virtue of an exequatur. Foreign arbitral awards are enforceable on the basis of the New York Convention of 10 June 1958. Niger ratified the New York Convention on 14 October 1964.

Arbitral awards rendered pursuant to the provisions of the Arbitration Rules of the Cour Commune de Justice et d’Arbitrage have definitive authority of res judicata in Niger.

Judiciary

Magistrates are appointed by the Supreme Council of the magistrates (conseil supérieur de la magistrature) upon the proposal of the Minister of Justice and take oath before taking office.

There are two kinds of magistrates: the magistrat du parquet and the magistrat du siège.

Under the Electoral Code, magistrates cannot seek appointment to any elected office.

Perception of the local courts

The Nigerien Court is facing problems of a lack of staff and lack of financial and material resources.

In addition, In the absence of civil Courts, those in more rural areas (who are in the majority in Niger) often choose to bring their litigation before a "customary" judge. These judges apply Islamic law (Sharia) as a basis to settle disputes.

Effectiveness of the court system

The local courts are often slow acting. The time it takes for a case to be heard is dependent on the complexity of the case.

Foreign investment incentive

There is no specific legislation on foreign investment. However, the Law No. 2014-09 of 14 April 2014 on the Investment Code provides for some foreign investment incentives.

The Guichet Unique at the Chamber of Commerce welcomes investors and can inform them of laws and regulations that govern investment and enable them to fulfil the legal requirements for creating a business. Within the Chamber of Commerce, there is also a division called Centre de Promotion des Investissements (Centre for Investment Promotion) that welcomes, directs, advises and assists national and foreign entrepreneurs / investors with a view to promoting private investment in Niger.

Foreign investment rules

Listed companies - We currently lack specific data to determine the exact number of companies listed in Niger in 2023. However, it is evident that there has been a notable decrease in the number of listed companies since the recent change in government earlier this year. White it is clear that there were a significant number of foreign companies listed, the precise figure remains unavailable due to current limitations in accessing real-time data.

See below the links to download laws relating to:

Forestry

Rural code

Environment

Water

Urban planning

Value Added Tax

19% standard rate

Individuals and companies are subject to VAT on regular business sales and services transactions.

Registration

All companies must have a tax identification number that must appear on all invoices.

Non resident VAT payers are required to appoint a solvent resident representative to be jointly responsible for the VAT payment and the discharge of other VAT-related obligations.

Filling and payment

For large firms, VAT returns and payments are due on the 15th of the month following the month of the transaction. For small and medium-size businesses, filing and payment are due on the 15th of the trimester following the month in which the transaction took place.

Personal income tax

Taxable income:

• An individual whose tax domicile is in Niger is subject to income tax on his worldwide income.
• A non-resident individual is subject to income tax in Niger only on Niger-source income.
• All income earned by an individual is taxable (e.g. salaries, wages, allowances, sales, bonuses, etc).
• Individuals are not taxed on capital gains.
• Rates are progressive from 1% (XOF 0 to XOF 25,000) to 35% (above XOF 1 million):
  • Up to 25,000 CFA: 0%
  • Between 25,001 CFA and 50,000 CFA: 2.00%
  • Between 50,001 CFA and 100,000 CFA: 6.00%
  • Between 100,001 CFA and 150,000 CFA: 13.00%
  • Between 150,001 CFA and 300,000 CFA: 25.00%
  • Between 300,001 CFA and 400,000 CFA: 30.00%
  • Between 400,001 CFA and 700,000 CFA: 32.00%
  • Between 700,001 CFA and 1,000,000 CFA: 34.00%
  • 1,000,00 and above: 35.00%

Deductions and allowances:

• Deductions are allowed, depending on the family situation (number of children or dependents, etc).

Corporation Tax

• Resident companies – 30%
  • An entity generally is deemed to be a resident of Niger if its registered office, permanent establishment or centre of activities is located in Niger.
• Non-resident companies
  • For partnerships, limited liability companies and joint ventures, tax is levied on profits derived from activities carried out in Niger (subject to the provisions of an applicable tax treaty).

Payroll tax and social security

Payroll tax:

• 2% for nationals and 4% for expatriates

Social security:

• 16.9% paid by the employer to the National Fund for Social Security
• 5.25% paid by the employee

The tax base is limited to an annual amount of XOF 5,100,0000.

Thin Cap regulations

Niger does not have specific thin capitalisation rules, but interest deduction limits exist on interest paid to business partners. The maximum interest is the loan rate from the Central Bank of West African States (BCEAO), plus 1 point at the time the interest payment is due. Further, the loan may not exceed the amount of the share capital of the company and the capital must be paid up.

Transfer pricing

Payments for interest, royalties or services rendered by a resident company to another entity are deductible from the income tax base if the company can demonstrate that the payments are real, justified, and the price is set under normal business conditions. The burden is on the company that makes the payments to justify that the payments meet these requirements.

Exchange control

There is no limit on profit repatriation in Niger, although supporting documentation must be provided for outbound transfers of income in foreign currency. Residents are required to transfer any income in foreign currency to an approved intermediary.

Losses

Losses may be deducted from the corporate income tax base and may be carried forward for 3 years following the year in which the losses were incurred. The carry-back of losses is not permitted.

Real property tax

Subject to rates set by local authorities.

When the property belongs to a corporation:

• 1.5%

When the property belongs to an individual:

• 5% or 10%

Stamp duty

Stamp duty is levied on cash transactions based on the amount of the transaction.

Dividends

10% - On interest paid to a non-resident. Exemptions are available.

Interest

10% - On interest paid to a non-resident. Exemptions are available.

Royalties

10% Paid on royalties to a non-resident. Exemptions are available.

Capital Gains Tax

Individuals are not taxed on capital gains.

Technical service fees

16% Paid to a non-resident company.