SENEGAL Law and Practice Contributed by: Khaled Abou El Houda, Malick Lo, Chadi Safieddine and Mohamed Kamil, SCP Houda & Associés
The AUSCGIE also requires the mandatory presence of audit committees in companies issuing stock to the public to ensure better corporate governance. The audit committee must report regularly to the board of directors on the performance of its duties and must inform the board of directors without delay of any dif - ficulties encountered (Article 829-1 of the AUSCGIE). In addition, agreements entered into directly or through an intermediary between the company and one of its managers, directors or shareholders are the subject of a special report by the auditor at the general meeting. 5.3 Incorporation and Registration Commercial companies are required to make filings with the Companies Registry of the registered office for the following: • the appointment or termination of the functions of company executives (Article 124 of the AUSCGIE); • a draft merger or demerger (filed in the Trade and Personal Property Credit Register of the registered office of the companies concerned at least one month before the date of the first general meeting called to decide on the operation) (Article 194 of the AUSCGIE); • the dissolution of the company, by filing in the Trade and Personal Property Credit Register the deeds or minutes deciding upon or recording the dissolution and by amending the entry in the Trade and Personal Property Credit Register (Article 202 of the AUSCGIE); • liquidation of the company by the deposit of the final accounts drawn up by the liquidator, with either the decision of the meeting of shareholders ruling on these liquidation accounts, the discharge of the liquidator’s management and the discharge of their mandate or, failing this, the court deci - sion referred to in the preceding article in order to obtain the striking-off of the company from the Trade and Personal Property Credit Register (Arti - cles 219 and 220 of the AUSCGIE); • approval of the company’s accounts by filing the summary financial statements (ie, the balance sheet, the profit-and-loss account, the financial table of resources and uses and the annexed state - ment of the past financial year) within one month of
their approval by the competent body (Article 269 of the AUSCGIE); • transferable securities (for their enforceability against third parties); and • transfer of shares (for the enforcement of their rights against third parties) (Articles 319 and 763-1 of the AUSCGIE). The filings relating to the incorporation or the modi - fication of the company (merger, liquidation of a company), as well as the pledges or the collective procedure, are publicly available upon request to the company’s registry. However, specific documents such as financial statements are not available. Failure to make these filings entails the unenforceability of the modifications/actions carried out. 5.4 Global Anti-Money Laundering Anti-money laundering (AML) requirements in Senegal derive primarily from the regional framework applica - ble across the West African Economic and Monetary Union (WAEMU). Uniform Law No 2024-04 of 14 February 2024 on the fight against money laundering and the financing of terrorism and the proliferation of weapons of mass destruction transposes into Sen - egalese law the most recent WAEMU directive har - monised with the FATF standards. Reporting entities include financial institutions, desig - nated non-financial businesses and professions and – more broadly – any entity likely to be exposed to money-laundering or terrorism-financing risks. Key obligations include: • customer due diligence and beneficial owner iden - tification; • ongoing monitoring of business relationships; • internal policies, procedures and controls; • record-keeping obligations; and • reporting of suspicious transactions to the National Financial Intelligence Processing Unit ( Cellule Nationale de Traitement des Informations Finan- cières or CENTIF). Personal Liability of Directors Directors may incur civil, administrative and criminal liability for non-compliance with AML obligations. The applicable law provides for significant fines and
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