Creating an association or foundation in Benin: all you need to know about the new rules of the game

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The law n°2025-19, adopted by the National Assembly on July 9, 2025, now regulates the conditions for exercising the activities of associations, foundations, and organizations working for the general interest in Benin. It also applies to NGOs established in one form or another.

From the first lines, the text provides a valuable clarification of key terminologies including artistic associations, professional, foreign, networks, federations, foundations… A clear nomenclature that delineates the contours of the sector.

The law grants the freedom of association to any physical or legal person, Beninese or foreign, provided they comply with the laws in force. The registered office must be real, and the purpose lawful. Entities promoting hatred, violence, or terrorism are prohibited. A unique national registry is established, conditioning the legal recognition of structures and allowing administrative monitoring.

Governance rules and increased duties for associations

Associations are freely formed without prior authorization but must obtain a receipt after a maximum period of sixty days. They are apolitical and obligated to respect laws, whilst promoting peace and good governance.

The text imposes democratic governance and refers to deliberative organs, executive organs, accountability, and transparency are required. Any political, violent, or seditious drift exposes members to criminal sanctions.

In return, associations enjoy essential freedoms such as expression, demonstration, access to public information, as well as the right to go to court. They can be financially supported by the state, receive donations and legacies, and generate non-distributable incidental profits.

Foundations and recognition of public utility

Foundations, on the other hand, are defined as entities without members, created by acts of endowment to accomplish a work of general interest. Their resources come from donations, public subsidies, or income from activities. They are run by a board of directors and a management body.

Corporate foundations, also provided for, must be created for a defined period and aim to achieve public utility objectives. Their operating framework is aligned with the principles of transparency and non-profit making.

Public utility recognition entitles to tax exemptions and the signing of framework agreements with the State. This recognition, issued by ministerial decree, can be withdrawn in case of failure or default.

Creating an association or a foundation: the steps to follow

Here are the main practical steps to follow to create a legal structure in compliance with law 2025-19:

For an association:

1. Define a legal purpose and a real registered office (no P.O. box).
2. Write the association’s statutes (name, seat, purpose, internal organization).
3. Organize a founding assembly and write a meeting report.
4. Assemble the declaration file (statutes, meeting report, list of founding members, identity documents of the directors).
5. Submit the file to the competent administrative authority.
6. Obtain a receipt within a maximum of 60 days (acquisition of legal personality).
7. Keep accurate accounting and produce annual reports.

For a foundation:

1. Write an irrevocable foundation act (endowment in goods, rights or resources).
2. Write the statutes (purpose, duration, organization, management).
3. Create a board of directors and a management body.
4. Submit a declaration of existence to the administrative authority.
5. Get registered in the register of foundations.
6. Manage resources according to the principles of transparency and non-profitability.

These formalities allow associations and foundations to operate legally, benefit from funding, and fully contribute to the development of Benin.