Transfer Pricing in Côte d'Ivoire

The DGI sits under the Ministère des Finances et du Budget and is also competent authority for treaty purposes. Its published organisation chart shows Brigade Nationale 5 – Prix de Transfert inside the Sous-direction des Vérifications générales of the Direction des Vérifications fiscales nationales, so transfer pricing is audited by specialists rather than generalist field offices.

The rewrite transposes ECOWAS Directive n° C/DIR.6/07/23 of 6 July 2023 and implements recommendations of the national Medium-Term Revenue Mobilisation Strategy and a March 2024 World Bank technical assistance mission. Article 38 now has six numbered paragraphs covering adjustment power, method and burden of proof, deduction caps, control, and haven definitions.

Article 38-2° requires enterprises and the administration to apply the method of determining the arm's length price they judge most appropriate, and article 36 ter-3° requires the local file to explain why prices were established conformément au principe de pleine concurrence; the exposé des motifs to article 25 lists the arm's length principle among the ECOWAS principles expressly transposed. Article 38-1° is the fallback: where the administration lacks precise evidence, taxable income is fixed by comparison with similar enterprises operated independently — which gives auditors latitude where the taxpayer's own evidence is thin.

Article 38-4°, new in 2026, also catches common control by the same persons. Critically, its final sub-paragraph disapplies the relationship condition altogether where the counterparty is in a non-cooperative or privileged-tax jurisdiction, so wholly unrelated transactions fall within the adjustment power, the method rule and the taxpayer burden of proof.

Article 38-3° also requires the debtor to prove the expenditure corresponds to real transactions and is neither abnormal nor exaggerated. The haven cap applies cumulatively with the double ceiling. A non-cooperative jurisdiction is one listed by Côte d'Ivoire or on the EU list and rated non-compliant on transparency; a privileged-tax jurisdiction is one taxing the relevant income at under half the Ivorian charge.

Neither articles 36, 36 bis, 36 ter nor 38 refer to the OECD Guidelines, and the 2026 rewrite removed the last OECD reference (to the OECD haven list). The OECD profile set covers 83 jurisdictions as at its 22 January 2026 update and Côte d'Ivoire is absent. In substance the documentation rules track BEPS Action 13 and the ECOWAS directive.

Article 38-2° binds both the enterprise and the administration to the method of determining the prix de pleine concurrence they judge most appropriate to the circumstances. Because the CGI names no methods, the practical reference points are the OECD method set and the ECOWAS directive — persuasive but not binding, which makes the reasoning in the local file the real battleground.

Reversal of the burden was an express object of the reform. Note a live drafting defect: article 38-2° says the burden is discharged by producing 'the statement provided for in article 36 bis', which is the country-by-country return; the intended reference is plainly article 36 (the ETII). Article 36 ter repeats the same slip. Read literally, only groups above the CbCR threshold would have a statutory discharge route.

Article 38-1° speaks only of comparison with similar independent enterprises. With no commercial database of Ivorian financial statements generally available, benchmarking is done on regional African or pan-European sets; the defence rests on the search-methodology and data-source disclosures article 36 ter-3° requires in the local file.

Neither article 38 nor article 36 ter mentions a range, a median or a point-adjustment convention. Statistical treatment of a set of results is negotiated with the auditor, so an interquartile result is not by itself a defence.

Article 36 ter-3° requires the local file to identify the tested party where relevant and explain the choice, and to state whether adjustments were made to the tested party, the comparables, or both. A foreign tested party is contemplated, but the taxpayer burden of proof and the certified-French-translation rule in LPF article 10 both push toward testing the Ivorian entity.

Article 36 CGI requires a general description of the group's legal and operational structure locating the associated enterprises, a presentation of the year's intragroup transactions with nature, amount and counterparties, and a description of the transfer pricing methods used. Scope is far wider than the master/local file duty because it turns on the relationship alone.

DGE and DME taxpayers must transmit financial statements exclusively through the e-impôts portal. Where the statutory meeting could not be held in time, minutes may follow by 31 July, or 31 October if validly postponed under the OHADA companies act. The corporate income tax result declaration runs to the same dates under CGI article 35-2°.

Introduced by article 12-1 of the 2023 fiscal annex. Scope is set by which DGI directorate manages the taxpayer rather than by a CGI threshold, and that allocation sits in administrative instruments rather than the tax code — confirm the taxpayer's directorate before advising it is out of scope.

Group structure chart with operating entity locations; significant intragroup service agreements and cost-allocation policies; profit drivers; supply chain for the five main products plus any exceeding 5% of group turnover; principal markets; functional analysis by entity; restructurings, acquisitions and disposals; intangibles strategy, ownership and R&D locations; significant intangible agreements; intangible transfers; how the group is financed; identification of the central financing entities; the intragroup financing transfer pricing policy; consolidated accounts; unilateral APAs; and rulings on cross-country profit allocation. Counting bullet dashes in the official text gives fifteen because the financing-policy item was printed without its dash, but sixteen semicolon-delimited requirements are enacted, mirroring OECD Action 13 Annex I.

Management structure and organisation chart; activities, strategy and any restructuring or intangible transfer; material controlled transactions and their terms; intragroup amounts by category and by tax jurisdiction; counterparty identification; copies of all material agreements; comparability and functional analyses with year-on-year changes; the chosen method and reasons; tested party and assumptions; comparables list with search method and sources; adjustments made; financial data and reconciliation tables to the statutory accounts; and copies of any APAs or foreign rulings.

Article 36 ter-4° sets no retention period of its own — it requires French, paper and/or electronic form and production on any requisition during an audit, and confirms the files do not replace transaction-level supporting documents. The ten-year duty sits in LPF article 33, which article 12 of the 2026 annex extended to computerised accounting documentation and business databases. Article 19 of the 2026 annex completed LPF article 10 so that documents transmitted in a foreign language without a certified conforming French translation are inadmissible — a serious trap for group-level benchmarking studies prepared in English.

Article 36 bis catches Ivorian parents required to consolidate under OHADA that control foreign entities and are not themselves caught by an equivalent duty elsewhere. The threshold was cut from XOF 491,967,750,000 by the 2024 annex. There is no surrogate-parent or local-filing back-up. The return goes on an administrative form and electronically — and unusually, where the two differ, the paper version prevails. Non-filing costs XOF 5,000,000, with XOF 2,000,000 per error or omission.

The OECD signatory list updated 29 July 2026 does not include Côte d'Ivoire, though Benin, Burkina Faso, Cabo Verde, Cameroon and Botswana appear. Ivorian-filed reports therefore have no multilateral exchange channel, and the DGI cannot pull foreign CbC reports through the MCAA — which blunts the risk-assessment rationale the 2018 annex gave for the measure.

The sixteenth paragraph of CGI article 36 sanctions an incomplete statement exactly as it sanctions a missing one, and carries both the fine and the monthly uplift. The 2022 annex widened the disallowance trigger from sums paid to sums booked, so accrued but unpaid intragroup charges are caught; article 14-1 of the 2024 annex substituted XOF 5,000,000 for XOF 3,000,000 in that same paragraph, leaving the XOF 100,000 monthly uplift attached to the raised fine. Do not confuse it with the article 36 bis CbC penalties (XOF 5,000,000 for non-filing, XOF 2,000,000 per error or omission).

LPF article 66 ter bases the fine on transaction value, not tax at stake, so exposure scales with turnover whether or not an adjustment follows. Layered on top: LPF article 63 (XOF 2m per recorded refusal to communicate), article 64 (XOF 1m, rising to XOF 2m plus XOF 500,000 a month) and article 65 (XOF 100,000 per omission or inaccuracy).

LPF article 162 applies 30% where the duties recalled are up to a quarter of the duties actually due, 60% above that quarter, and 150% for manoeuvres frauduleuses; a transfer pricing adjustment falls in the ordinary profits tax band. LPF article 161 charges late interest of 10% plus 1% per month or fraction of a month of further delay. No fiscal annex from 2018 to 2026 amends articles 161 or 162, so these rates stand as at August 2026. Articles 164 and 165 add further surcharges for obstructing an audit and for abuse of law. A compliant master and local file avoids the article 66 ter fine but is no shield against article 162.

Article 38 operates only as a primary adjustment and says nothing about deemed distribution or repatriation. But CGI article 180-1 taxes sums made available to shareholders and not taken out of profits, and articles 183 bis and 193 bis increase the IRVM and the tax on income from claims by 25% where the sums go to a non-cooperative or privileged-tax jurisdiction, subject to treaty relief.

LPF article 84 also permits verification of losses and deferred depreciation carried into open years. Articles 90 and 91 add three years where fraudulent conduct has produced a criminal complaint or collected taxes were not remitted; article 87 sets a residual 10-year period from the fait générateur and article 93 governs interruption. The six-month extension of the notification and prescription periods where foreign administrative assistance is sought during an audit comes from LPF article 20-1°, on written notice — not from article 91 bis.

LPF article 20-1° makes the ordinary six-month cap a nullity point, but a transfer pricing audit gets twelve, plus an equivalent further extension where foreign assistance is requested. The DGI then has ten months to issue the provisional reassessment notice and a maximum three months from the taxpayer's observations to issue the final one.

Open to enterprises within the article 38 control test, on prospective transactions with foreign associated enterprises. The application goes to the Director General of Taxes and, on pain of inadmissibility, must include a proposed method benchmarked to what independent enterprises would have agreed. Bilateral and multilateral agreements with other administrations are contemplated. No threshold and no fee are stated; implementing procedures under paragraph 10 were unpublished as at August 2026.

The enacted text caps validity at three years, but the exposé des motifs to the same article — and the DGI presentation note, and much secondary commentary — say 'three to five years, renewable'. The enacted text governs. Rollback is available only by express agreement and reaches no further back than the start of the year in which the request was filed.

Compliance with the agreement bars reassessment of the covered transactions on a different basis (article 21 bis-4°). The DGI may revise by mutual agreement, revoke prospectively where a critical assumption fails or a fundamental obligation is breached, and annul retroactively for erroneous facts, negligent omissions or repeated default. Missing the annual report, uncured within 30 days of a demand, triggers revocation from that year. Silence on a renewal request is a rejection.

The three-year window sits in article 38 of the Règlement itself, not in an implementing regulation, and routes the case to the competent authority of the member State of the taxpayer's nationality rather than residence. Corresponding adjustments sit in article 10-2, which requires the States to transmit the outcome of their consultations to the Commission within three months of agreement; the instrument sets no six-month reply deadline, no expert team and no twelve-month adjustment deadline, and article 41 merely empowers the Commission to adopt implementing regulations. Outside WAEMU, MAP depends on bilateral treaties: the OECD published only a simplified BEPS Action 14 peer review on 26 June 2025, reserved for jurisdictions with no meaningful MAP experience, and no 2024 statistics were submitted. Assume long timelines and no arbitration.

LPF article 94 allows either side to refer the dispute within 30 days of the final notice to a commission mixte paritaire chaired by a magistrate — questions of fact only, expressly not law. Claims go by amount (Director General above XOF 500m), decided in 45 or 30 days. LPF article 186 bis lets the court exclude documents produced for the first time in litigation that were withheld from the auditor without valid reason — a decisive reason to put the whole comparability file in during the audit.

Article 25 rewrote article 38 CGI; article 23 created the APA regime; article 19 completed LPF article 10 with a certified French translation duty on pain of inadmissibility; article 12 amended LPF article 2 to guarantee the on-site auditor immediate access to database backups, added a rectification d'office ground in LPF article 30 and extended the ten-year LPF article 33 retention duty to computerised accounting documentation and business databases; article 24 requires an up-to-date beneficial owner form with the financial statements, on penalty of XOF 1,000,000 plus XOF 100,000 a month under LPF article 169. Article 18 is unrelated — technical corrections only.

Côte d'Ivoire is an Inclusive Framework member (listed at number 37 in the composition updated 5 December 2025), so it has endorsed the two-pillar solution politically without transposing it. The domestic impôt minimum forfaitaire is unrelated to the GloBE rules and should not be described to a group as a minimum top-up tax.

Other Inclusive Framework members commit, subject to domestic law and practice, to respect the simplified and streamlined approach where Côte d'Ivoire applies it. Côte d'Ivoire has not applied it: no fiscal annex refers to Amount B, and article 38-2° instead runs an open most-appropriate-method rule. Amount B pricing cannot presently be invoked as an Ivorian safe harbour.

Article 13 of the 2024 annex added paragraphs to LPF article 106 letting public accountants recover foreign tax claims for treaty partners, subject to reciprocity. There is no domestic joint-audit power: LPF article 2 is the ordinary accounting-verification provision, amended by article 11 of the 2024 annex on dematerialised accounting entry files and by article 12 of the 2026 annex on database backups, and no fiscal annex from 2018 to 2026 provides for joint or simultaneous audits — simultaneous examinations become available under the MAAC once it is in force, as a treaty power. No decision on article 38 is available in open sources as at August 2026: practice is administratively rather than judicially developed, so do not build a position on domestic precedent.