SENEGAL Law and Practice Contributed by: Khaled Abou El Houda, Malick Lo, Chadi Safieddine and Mohamed Kamil, SCP Houda & Associés
5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements Pursuant to Article 137 of the AUSCGIE, at the close of each fiscal year, the manager, the board of direc - tors or the managing director (as the case may be) must prepare and close the financial statements in accordance with the provisions of the Uniform Act on the Organisation and Harmonisation of Companies’ Accounting. As required by the revised Article 140 of the AUSCGIE, for an SA, an SAS and,where applicable, a SARL, the annual summary financial statements and the man - agement report are sent to the auditors at least 45 days before the date of the ordinary general meet - ing. These documents are presented to the general meeting of the company approving the financial state - ments, which must be held within six months of the end of the financial year. 5.2 Corporate Governance Arrangement Disclosure Pursuant to Article 138 of the AUSCGIE, the manager, the board of directors or the managing director (as the case may be) draws up a management report in which they describe the situation of the company dur - ing the past financial year, its foreseeable evolution, the important events that occurred between the clos - ing date of the financial year and the date on which it is drawn up and, in particular, the prospects for the continuation of the activity, the evolution of the cash- flow situation and the financing plan. This report is therefore financial, but the AUSCGIE allows the creation of committees, composed of direc - tors on the board and under the direction of a director, to deal with particular aspects of the company’s oper - ations (Article 437 of the AUSCGIE). Thus, according to Article 437 Section 2: “[The board of directors] may decide to create committees composed of directors to study the questions that it or its chair[person] submits to them for advice. It shall determine the composition and powers of the committees, which shall carry out their activities under its responsibility.”
• against the company – the shareholders do not have a liability claim against the company; and • against the directors – see 4.2 Role of Sharehold- ers in Company Management (social action, individual action, alert procedure). 4.5 Shareholders in Publicly Traded Companies As far as is known, there are no disclosure or other obligations on shareholders in publicly traded com - panies. However, the Ministerial Order of 2 September 2022 specifying the modalities of identification, declaration, conservation and control of information on beneficial owners imposes on legal persons and legal arrange - ments (ie, trusts and fiduciaries): • an obligation to identify beneficial owners and to keep a register of beneficial owners; and • an obligation to declare to the tax authorities infor - mation on beneficial owners. This dispositive has been reinforced by Decree No 2025-1354 of 27 August 2025, which has modified Decree No 2020-791 of 19 March 2020 relating to the Register of Beneficial Owners. This reform conse - crates public access to certain key data on beneficial owners, in line with the EITI Standard 2023 and inter - national transparency standards. It is mandatory to file declarations with the tax authori - ties: • on the creation of the taxable person; • on the anniversary of its incorporation (for those not subject to income tax); and • within 15 days of an event making it necessary to modify the information on the beneficial owners (eg, death, transfer of shares). Any failure to comply with the above-mentioned provi - sions is subject to a fine of XOF1 million, payable as many times as there are documents or information that are either requested and not produced or omitted, incomplete or inaccurate.
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