Djibouti keeps a national Registre du Commerce et des Sociétés (RCS) — the Trade and Companies Register. Djibouti is not an OHADA member: its company and registry law sits in a single national Code de commerce adopted in 2011, whose Book I chapter 3 governs the register and whose Book III contains company law.

The company registry in Djibouti

The register is not kept by a court registry. Article L.1300-3 of the Code de commerce states that the RCS is held by the Office Djiboutien de la Propriété industrielle et commerciale (ODPIC), a public industrial and commercial establishment under the Ministry of Commerce, created by Loi n°49/AN/08/6ème L and organised by Décret n°2009-0271/PR/MCI, which gives it the keeping of the central trade register and the alphabetical file.

The judiciary retains a supervisory role. The code still uses the vocabulary of greffe and greffier for the registrar function, the chronological and analytical registers must be initialled quarterly by a judge designated by the president of the court of first instance, and the public prosecutor supervises the register.

Incorporation runs through a guichet unique, a department of the national investment promotion agency where the registry, the tax administration, the social security fund and the police sit together. The official state procedure runs in seven steps: a certificat négatif for the name, the drafting of the statutes, the deposit of capital, registration of the statutes with the tax office, immatriculation in the RCS, the patente business licence, and social security registration.

Sole traders are registered in the same RCS, as a personne physique or entreprise individuelle.

Free zones are a separate world. The Djibouti Ports and Free Zones Authority is the sole administrative interface and registrar there: the annex to the Code de commerce provides that the Authority alone registers free-zone entities and issues their incorporation documents, and that it keeps its own Free Zone trade register, with a separate register for each company form. Anyone relying on the free-zone article numbers should note that the published code text carries a warning that its numbering corresponds to a 2010 draft, so those references are indicative rather than definitive.

Two caveats on the record. No separate free-standing company code and no post-2011 reform of company or registry law could be located on any official site; the investment agency signals a code overhaul through a menu item that points to an unfinished staging address, so reform is announced but not officially documented. And while the tax administration is described as carrying out the fiscal registration of companies, no official page describing the tax identification number for mainland companies could be found — the only official source naming it is the free-zone customs procedure.

Legal forms that can be registered in Djibouti

  • Entreprise individuelle — the sole trader, with no separate legal personality and full personal liability for business debts.
  • Société à responsabilité limitée (SARL) — the private limited company, liability limited to contributions, from one to a hundred partners. Capital is fixed freely in the statutes; the registry states expressly that the code sets no minimum capital.
  • Société anonyme (SA) — the public limited company, liability limited to contributions, requiring a minimum of seven shareholders. Capital must be fully subscribed and cash shares paid up at least half on subscription; no statutory minimum amount is set.
  • Société par actions simplifiée (SAS) — the simplified joint-stock company, one or more shareholders, liability limited to contributions, with wide freedom of internal organisation.
  • Société en nom collectif (SNC) — the general partnership; all partners are traders and are jointly and unlimitedly liable.
  • Société en commandite simple (SCS) and société en commandite par actions — the limited partnership and the partnership limited by shares, with unlimited general partners and limited partners liable to their contribution.
  • Société civile and société civile professionnelle — civil companies; the professional variant requires prior professional approval before registration.
  • Groupement d’intérêt économique (GIE) — the economic interest grouping, which may be formed without capital, whose members are liable on their own assets, and which acquires legal personality from registration.
  • Succursale de société étrangère — the branch of a foreign company, entered in the RCS on production of certified statutes, a register extract for the parent, the decision to open the branch and identity and criminal-record documents for the branch representative.

The société en participation has no legal personality and is not registered. Cooperatives are outside the RCS entirely: they are governed by Loi n°16/AN/13/7ème L, formed by at least seven persons, approved through the Ministry of the Interior together with the sector ministry and lodged at the prefecture.

Inside the free zones the available forms are the Free Zone Company (FZCo) with multiple shareholders, the Free Zone Establishment (FZE) with a single shareholder, and the free-zone branch. All have limited liability and must have their seat inside a free zone. Unusually for Djibouti, these forms do carry stated minimum capital: USD 140,000 for an FZE and USD 70,000 for an FZCo, with a USD 10,000 deposit for a branch.

One term should be treated with care: a “Djibouti International Business Centre” registration regime is not confirmable on any official source; the name appears only as a real-estate project.

Public and restricted data in the Djiboutian register

The registry publishes an official online gazette. New immatriculations are published individually and are searchable, each entry showing the registration number, corporate name, registration date, directors, address and capital. Modifying acts are published as dated PDF bulletins. Registration and modifications must additionally be published in an authorised journal of legal notices.

What does not exist, as far as official sources show, is a true full company-search database. The e-government portal lists a company database pointing to a host that does not respond, and several official domains — the investment agency’s own site and the older guichet unique address among them — were unreachable when checked. In practice the gazette pages are the public window onto the register.

On beneficial ownership the position is that no beneficial ownership register is confirmable in Djibouti. Neither the RCS chapter of the Code de commerce, nor the registry, nor the e-government portal mentions bénéficiaires effectifs. The current anti-money-laundering statute is Loi n°106/AN/24/9ème L of 7 March 2024, but the official journal renders only a truncated text, so any beneficial-ownership obligation it may contain cannot be verified online.

Annual accounts must be approved and filed with the RCS according to the registry’s own guidance, but no official channel publishes them and no public access route is documented, so they should be treated as non-public.

Documents that can be obtained from the register

  • Extrait — the RCS extract, certifying legal existence and reproducing the data recorded in the register. It is valid for three months and is the document used in commercial transactions and litigation, for both sole traders and companies.
  • Récépissé d’immatriculation and its duplicata — the registration receipt issued at incorporation, evidencing registration; a récépissé modificatif evidences a recorded change.
  • Attestation d’enregistrement au RCS — confirming that the entity is entered in the register.
  • Attestation générale — attesting legal existence and commercial activity.
  • Attestation de non-faillite — confirming that the entity is not subject to collective insolvency proceedings, a routine requirement in tenders and financing.
  • Attestation de non-enregistrement au RCS — the negative certificate confirming that a person or name is not registered.
  • Certificat négatif and its duplicate — the name-availability and trade-name protection certificate obtained before incorporation.
  • Copies des statuts and of any document held by the registry — deposited statutes are kept in the company file annexed to the register.
  • Patente — the business licence issued by the tax administration on production of the registration receipt, the registered statutes and the lease; required before trading begins.

A general reliability note is warranted. Djibouti’s government web estate is partial: the registry and the official journal are current and authoritative, and the ports and free zones authority sites are current, but several ministry and agency domains did not respond during verification, and the finance ministry site, which hosts the Code de commerce text, is otherwise years out of date.

Frequently Asked Questions

Who keeps the trade register in Djibouti?

ODPIC, the Djiboutian industrial and commercial property office, under article L.1300-3 of the Code de commerce, with judicial supervision by the court and the public prosecutor.

Is Djibouti an OHADA member state?

No. Djibouti applies its own Code de commerce of 2011, which contains both the registry rules and company law.

Is there a minimum share capital in Djibouti?

Not for the SARL, where capital is fixed freely by the statutes and the registry confirms no minimum applies. Free-zone forms are the exception, with stated minimums for the FZE and FZCo.

Can Djiboutian companies be searched online?

Only partly. The registry publishes new registrations and modifying acts in an online gazette that can be consulted, but a complete public company-search database is not confirmable.

Does Djibouti have a beneficial ownership register?

None is confirmable. No official source mentions one, and the 2024 anti-money-laundering law is published only in truncated form, so its content cannot be verified online.

How are free-zone companies registered?

Through the Djibouti Ports and Free Zones Authority, which is the sole registrar for free zones and keeps a separate Free Zone trade register.

What proves that a Djiboutian company exists?

The RCS extract, valid three months, supported by the registration receipt and, where required, the certificate of no insolvency proceedings.

Sources

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