Corporate Law at Senegal
Here’s a detailed overview of Corporate Law in Senegal:
Corporate Law in Senegal
1. Legal Framework
Senegal’s corporate law is primarily governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (Uniform Act), as Senegal is a member of the Organisation pour l’Harmonisation en Afrique du Droit des Affaires (OHADA).
OHADA law harmonizes business laws across 17 West and Central African countries, including Senegal.
The OHADA Uniform Act provides a modern, standardized legal framework for company formation, governance, and operation.
2. Types of Business Entities
Under OHADA law, the main company types in Senegal include:
a. Société à Responsabilité Limitée (SARL) — Limited Liability Company
Most commonly used by small and medium enterprises.
Requires at least 1 to 50 shareholders.
Shareholders’ liability limited to their capital contributions.
Minimum capital: no fixed statutory minimum but usually at least CFA 1,000,000 (~€1,500) is recommended.
Managed by one or more managers (gérant).
b. Société Anonyme (SA) — Public Limited Company (Joint-Stock Company)
Suitable for larger businesses and public offerings.
Minimum shareholders: 7.
Minimum capital: CFA 10,000,000 (~€15,000).
Capital divided into shares, freely transferable unless restricted by articles.
Governed by a board of directors or a management board and supervisory board.
Subject to stricter disclosure and governance rules.
c. Other Company Forms
Société en Nom Collectif (General Partnership)
Société en Commandite Simple (Limited Partnership)
Société en Commandite par Actions (Partnership Limited by Shares)
Société Coopérative (Cooperative)
3. Company Formation Process
Draft articles of association and notarize them.
Deposit initial capital in a bank account.
Register the company with the Centre de Formalités des Entreprises (CFE) or the Commercial Court Registry.
Obtain a business identification number (NINEA).
Register with tax authorities and social security.
4. Corporate Governance
SARL governed by shareholders’ meetings and one or more managers.
SA governed by a board of directors or dual board system (management and supervisory boards).
OHADA law imposes fiduciary duties on directors and managers.
Annual general meetings are mandatory.
Financial statements must be prepared in accordance with OHADA accounting standards.
5. Capital and Shares
Share capital must be fully subscribed at incorporation.
Shares may be in cash or in-kind contributions.
Shares in SARL are not freely transferable without shareholder approval.
Shares in SA are more freely transferable.
6. Mergers, Acquisitions, and Restructuring
OHADA law regulates mergers, divisions, transformations, and liquidation.
Procedures are standardized across member states.
Minority shareholder protections are provided.
7. Taxation
Corporate tax rate in Senegal is around 30%.
Value Added Tax (VAT) is at 18%.
Senegal has several double taxation treaties.
Companies are subject to other taxes like business license tax, payroll tax, and social contributions.
8. Compliance and Reporting
Companies must maintain accounting records under OHADA accounting system.
Annual financial statements must be audited if thresholds are met.
Filing annual returns and reports with relevant authorities is mandatory.
Summary
| Feature | Details |
|---|---|
| Governing law | OHADA Uniform Act on Commercial Companies |
| Popular entity types | SARL (Limited Liability Company), SA (Joint-Stock Company) |
| Minimum capital (SARL) | Typically from CFA 1,000,000 (~€1,500) |
| Minimum capital (SA) | CFA 10,000,000 (~€15,000) |
| Liability | Limited to contributions |
| Registration authority | Commercial Court / Centre de Formalités des Entreprises (CFE) |
| Corporate tax rate | ~30% |
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