SENEGAL Law and Practice Contributed by: Khaled Abou El Houda and Malick Lo, Houda Law Firm
will be unenforceable against bona fide third parties; and • the company is bound by acts of its man - agement body, its officers and its board that are not within the company purpose, unless the company can prove that the third party was aware that the act was unrelated to that purpose or could not ignore this given the cir - cumstances – although the mere publication of the articles of association is not enough to prove it. SARL Management A SARL is managed by one or more managers ( gérants ), who must be natural persons. Man - agers may or may not be shareholders of the company. The managers are appointed by the shareholders in the articles of association or by a decision of the shareholders’ general meeting. In the absence of specific provisions in the articles of association, the manager(s) is (are) appointed for four years and are re-electable. There are no nationality or residence requirements for manag - ers. SA Management The articles of association must specify under which of the following management structures the SA will be managed: • a board of directors with a single chairperson and general manager ( président-directeur général ), who must be a director of the com - pany and a natural person; or • a board of directors with a chairperson of the board and a separate general manager ( direc- teur général ), who must be a natural person but does not have to be a director of the company and who may be assisted by one or more assistant general managers.
In both of these scenarios, directors may or may not be shareholders of the company, unless pro - vided for in the articles of association. The board must have at least three and no more than 12 directors. Companies having fewer than three sharehold - ers may choose not to form a board of direc - tors and instead to appoint a general manager ( administrateurgénéral , who may or may not be a shareholder of the company) who will be respon - sible for the administration and direction of the company. SAS Management An SAS is represented towards third parties by a president, who may be a natural or legal person and who may or may not be a shareholder of the company. The articles of association may provide for the conditions under which one or more individuals other than the president, with the title of general manager or deputy general manager, may exercise the powers entrusted to them by the articles of association. Restrictions on the powers of the president, general man - ager or deputy general manager, as detailed in the provisions of the articles of association and the decisions of legal representatives, are not enforceable against third parties. It is also possible for an SAS to set up a board of directors. 3.2 Decisions Made by Particular Bodies SARL Decision-Making In relation to the shareholders and in the absence of determination of the manager’s powers by the articles of association, the manager may carry out all acts of management in the interest of the company. Where there is more than one man - ager, they shall hold separately the powers pro - vided for in the articles of association, except
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