Beneficial Ownership in Côte d'Ivoire: The Register, the Annual Filing, and the Foreign Trust Exception

Legal basis — trusts, fiducies, and the 2026 filing layer

Note n°231 states expressly, in its own terms, that the 2024 reform "institue une obligation de déclaration des fiducies, trusts et autres constructions juridiques similaires créés à l'étranger, à la charge de leurs gestionnaires établis en Côte d'Ivoire" — a foreign trust or fiducie is not outside the Ivorian regime merely because it was constituted abroad, provided its manager (trustee, fiduciaire, or equivalent) is established in Côte d'Ivoire. Layered on top of this, Article 24 of the 2026 tax annex — in force since 5 January 2026 — amends Articles 36, 49 bis, 82, 82 bis and 101 bis of the Code général des Impôts and Article 169 of the Livre de Procédures Fiscales to require every concerned taxpayer to attach the beneficial-ownership identification form, kept up to date, to its annual financial statements; failure to do so is sanctioned, under the new Article 71-2° of the General Tax Code, by a fine of 1,000,000 francs increased by 100,000 francs per additional month or fraction of a month of delay.

Analysis — why the two tracks trip up compliant groups

The register obligation and the financial-statement filing obligation answer to different logics and different clocks, and a group that has diligently maintained its register under Note n°231 can still default on Article 24 simply by treating the two as one exercise completed once a year. The register is a standing document: it must be created when the qualifying facts first exist, kept current as ownership or control changes, and produced on demand to the DGI or, per the note's own terms, to judicial authorities. The Article 24 filing is an annual, deadline-bound act tied to the financial statements themselves, and it is this second obligation — not the register's mere existence — that now carries the specific, escalating monthly fine. A register that is accurate on the shelf but whose corresponding identification form is not physically annexed to the states filed with the DGI satisfies the first obligation and fails the second.

The trust and fiducie extension raises a distinct practical difficulty: many foreign trust structures used to hold African investments were not designed with an Ivorian filing obligation in mind, and the manager on whom Note n°231 places the burden — the Ivorian-based trustee, fiduciaire, or equivalent — is often a natural or legal person once removed from the underlying settlor and beneficiaries, with limited practical means to compel the disclosure the register requires. In our experience, the point most frequently missed is that the obligation attaches to where the manager is established, not to where the trust instrument was executed or where its assets are located — an Ivorian-resident trustee of a Jersey or Luxembourg trust is squarely within scope, however foreign the trust's own law and situs.

Practical procedure

For a company, the register (name, legal form, RCCM and NCC numbers, registered office, governing instruments, governing body, register of shareholders, principal activity, and the identification data on each beneficial owner) should be established and updated as a continuous exercise, with the identification form extracted from it at each financial year-end and physically annexed to the states financiers before filing — not reconstructed from scratch at deadline. For an Ivorian-based manager of a foreign trust or fiducie, the practical sequence is to identify the settlor, the trustee or fiduciaire, the protector where one exists, and the beneficiaries (or the class of beneficiaries, where individual beneficiaries are not yet determined) to the same 25% and control-based standard the note applies to corporate beneficial owners, and to hold that information in a register accessible on request, on the same footing as a locally incorporated entity's own register.

Recommendation

We recommend that clients treat the beneficial-ownership register and the Article 24 annual filing as two separate compliance checkpoints on two separate calendars, with the register reviewed at each change in ownership or governance and the identification form re-extracted and annexed at each financial year-end, and that any Ivorian-resident manager, trustee or fiduciaire of a foreign trust or similar arrangement confirm, specifically, whether that arrangement now falls within Note n°231's extension before assuming that its foreign governing law places it outside the Ivorian regime.

This analysis reflects our reading of Loi n°2024-362 du 11 juin 2024, Article 49 ter of the Livre de Procédures Fiscales, Note de service DGI n°231 du 20 janvier 2025 and Article 24 of the tax annex to Loi de Finances n°2025-987 du 19 décembre 2025, and does not constitute legal advice on any particular set of facts.