SENEGAL Law and Practice Contributed by: Khaled Abou El Houda and Malick Lo, Houda Law Firm
1. Introductory 1.1 Forms of Corporate/Business Organisations
The shareholders of the SARL meet in a gen - eral meeting, either ordinary (each year for the approval of the accounts of the closed financial year) or extraordinary (for any modification of the articles of association). The SARL is a suitable corporate structure for greenfield projects, commercial activities and services. It is also suitable for young entrepre - neurs with few resources, due to its low forma - tion cost. SA The SA under the AUSCGIE may be held by a single shareholder. In terms of management and administration, the founder(s) must choose une - quivocally in the articles of association between: • an SA with a board of directors (one share - holder or more); or • an SA with a managing director (up to three shareholders). The minimum share capital of an SA is XOF10 million. It must be fully subscribed by the share - holders and at least one quarter of the total share capital must be paid up at the time of incorporation. The founders of an SA must appoint a statutory auditor and an alternative auditor, chosen from among experts who are members of the National Institute of Chartered Accountants of Senegal ( Ordre National des Experts Comptables et Comptables Agréés du Sénégal , or ONECCA). SA with a board of directors The board of directors is composed of a mini - mum of three persons and a maximum of 12 members, shareholders or not. The articles of association may require each director to own a number of shares of the company over which
Commercial companies are governed in Senegal by the Uniform Act on Commercial Companies and Economic Interest Groups ( Acte Uniforme révisé relatif au droit des Sociétés Commercial- es et du Groupement d’Intérêt Économique , or AUSCGIE), published on 30 January 2014. The most commonly used commercial forms are, in order, the société à responsabilité limitée (SARL), the société anonyme (SA) and the société par actions simplifiée (SAS). SARL The SARL the simplest of commercial compa - nies, in which the liability of the shareholders is limited to contributions. A SARL may be estab - lished by one natural or legal person or between two or more natural or legal persons. A SARL does not require any minimum share capital for its creation, and its capital is divided into shares. The SARL is often characterised by a fairly strong intuitu personae, which is why transfers of shares are often governed by specific authori - sation rules given by the non-transferring share - holder. The SARL is managed by one or more natural persons, associated or not. In addition, a SARL is not required to appoint an auditor unless it meets two of the following conditions at the end of the financial year: • a balance sheet total exceeding XOF125 mil - lion; • an annual turnover exceeding XOF250 million; and/or • a permanent staff of more than 50 persons.
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