Subsidiary
A locally incorporated company can provide a separate legal platform for contracting, hiring and operations, subject to its ownership, governance and regulatory obligations.
Branch
A branch links local activity more directly to the foreign parent. Liability, registration, tax and reporting consequences require professional review.
Representative or liaison arrangement
A liaison model can support meetings and follow-up without automatically granting power to bind the foreign company. Habitual negotiation or signing authority can change the legal and tax analysis.
Decision criteria
Compare permanence, revenue generation, staffing, permits, tax, liability, banking, customer expectations and exit options.
High-level structure comparison
| Criterion | Subsidiary | Branch | Representative / liaison arrangement |
|---|---|---|---|
| Legal platform | Locally incorporated entity | Extension of the foreign company | Contractual mandate; not automatically a separate entity |
| Commercial activity | Can be designed for local contracting and operations | May support local business subject to registration and tax analysis | Usually limited to liaison unless authority and structure are expressly reviewed |
| Liability | Generally separated through the local entity, subject to law and guarantees | More directly connected to the foreign parent | Depends on acts, authority and contract |
| Employment and payroll | Can employ through the local platform when compliant | May employ subject to local obligations | Requires a lawful employer solution |
| Best fit | Durable operations and stronger local platform | Direct extension of an established foreign business | Early coordination, meetings and controlled representation |
Authority changes the analysis
Titles such as local partner, business representative or country representative in Togo do not define the legal result. What matters includes habitual conduct, negotiation, signature, revenue, premises, staff and how third parties understand the mandate.
Information required for professional review
Before selecting a structure, provide a transaction map rather than only a preferred name.
- Products or services and contracting entity
- Customer, payment and invoicing flows
- Expected permanence, premises and headcount
- Signing, negotiation and procurement powers
- Licences, tax exposure and exit horizon
Decision risks
Avoid a paper-only comparison.
- Calling commercial activity ‘representation’ without analysing substance
- Assuming the cheapest setup has the lowest total cost
- Leaving parent guarantees and liabilities unexamined
- Hiring or leasing before the approved structure is ready
Project checklist
- Activity and revenue flows mapped
- Authority limits drafted
- Liability and tax reviewed
- Employment model confirmed
- Banking and licences tested
- Exit or conversion path considered
Request a tailored Togo market-entry roadmap covering the decisions, risks and dependencies specific to your project.
TCG will turn the initial assessment into clear priorities and next actions.Frequently asked questions
Can a liaison representative conclude contracts?+
Not under TCG’s standard liaison model. Any negotiation or signing authority requires a specific mandate and legal and tax review.
Which model is cheapest?+
The lowest initial fee is not necessarily the lowest-risk structure. Compare total compliance, tax, operating and control costs.
What TCG verifies before execution
- Applicable official procedure and filing channel
- Current documentation, fees and sector-specific approvals
- Project-specific legal, tax, banking and operating dependencies