SENEGAL Law and Practice Contributed by: Claudy Monja and Mampionona Razafimamonjy, John W Ffooks & Co
1. Aircraft and Engine Purchase and Sale 1.1 Sales Agreements 1.1.1 Taxes/Duties Payable Upon Execution of the Sales Agreement The execution of an aircraft or engine sale agreement could potentially be subject to the payment of VAT (rate 18%) and registration fees. 1.1.2 Enforceability Against Domestic Parties Under Senegalese law, a lease agreement or other type of agreement is subject to the prior approval of the director of the Agence Nationale de l’Aviation Civ- ile et de la Météorologie or ANACIM (National Agency of Civil Aviation and Meteorology, ie, the authority responsible for civil aviation in Senegal), before being signed by the parties concerned. As the official lan - guage in Senegal is French, it would be advisable for a sale agreement to be translated into French, then cer - tified, notarised or legalised to be enforceable against a domestic party. It should be noted that the ANACIM may accept the submission of documents in English. 1.2 Transfer of Ownership 1.2.1 Transferring Title The transfer of title is constituted by a sale agreement (ie, it must be evidenced in writing) and is only effec - tive against third parties that are registered in the Air - craft Register ( registre d’immatriculation ). It is under - stood that title does not extend to include installed parts, such as an auxiliary power unit (APU), unless expressly agreed between the parties. In general, the sale of the ownership interest in an entity that owns an aircraft or engine does not itself constitute a sale of the aircraft or engine, since this does not change the direct ownership of the aircraft; that is, the registered owner of the aircraft remains unchanged. 1.2.2 Sales Governed by English or New York Law The bill of sale may be governed by a foreign law (eg, English or New York law).
Without being exhaustive, the bill of sale must include information about the aircraft, and the name and sig - nature of the parties, accompanied by a filed SN-SEC- AIR-FORM-46 form. 1.2.3 Enforceability Against Domestic Parties As the official language of Senegal is French, it would be advisable for the bill of sale to be translated into French. The bill of sale should also be notarised or legalised in order to be enforceable against a domestic party. 1.2.4 Registration, Filing and/or Consent From Government Entities The letter of the law is not entirely clear. However, the understanding is that registration with the ANACIM is required. As this is a commercial act, the bill of sale is subject to the payment of VAT and the contract must also be registered with the tax authorities. 1.2.5 Taxes/Duties Payable Upon Execution of a Bill of Sale The registration of the bill of sale with the tax authori - ties is subject to the payment of registration fees. Operating/wet/finance leases and leases concern - ing only engines or parts are permissible. Senegal adheres to the Cape Town Convention and Protocol (see 2.10.1 Conventions in Force ) and to international good practice. 2.1.2 Application of Foreign Laws A lease involving either a domestic party or an asset situated in Senegal may be governed by foreign law. In matters of contract, it is the law of the parties that governs, subject to compliance with the mandatory rules laid down by the local laws in force. 2. Aircraft and Engine Leasing 2.1 Overview 2.1.1 Non-Permissible Leases
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