SENEGAL Law and Practice Contributed by: Khaled Abou El Houda and Malick Lo, Houda Law Firm
SA with a managing director The managing director is responsible for the administration and general management of the company. They represent the company in its relations with third parties, and convene and chair the shareholders’ meetings. The manag - ing director is vested with the broadest pow - ers to act in all circumstances in the name of the company but must exercise them within the limits of the corporate purpose and subject to those powers expressly conferred on sharehold - ers’ meetings by the AUSCGIE and, where appli - cable, by the articles of association. Meetings in the SA Extraordinary general meeting The extraordinary general meeting is the only body empowered to modify the statutes in all their provisions. The extraordinary general meet - ing is also competent to: • authorise mergers, demergers, transforma - tions and partial contributions of assets; • transfer the registered office to any other city of the OHADA contracting state where it is located or to the territory of another state; and • dissolve the company early or extend its term (see 5.3 Shareholder Meetings ). Special meeting The special meeting brings together the holders of shares of a given category. The special meet - ing approves or disapproves the decisions of the general meetings when these decisions modify
for the right of each of them to object to any transaction before it is concluded. Opposition by one manager to the acts of another manager is without effect with regard to third parties, unless it is established that the third parties have knowl - edge of it. SA Decision-Making SA with a board of directors The board of directors determines the SA’s stra - tegic objectives and ensures their implementa - tion. Within the limits of the company’s purpose and subject to any decision-making powers expressly delegated to the shareholders’ meet - ings, the board of directors deals with any issue concerning the proper operation of the company and – through the board members’ deliberations – settles matters that concern the SA. The board of directors carries out any such con - trols and verifications as it deems appropriate. The board of directors may entrust one or more of its members with special mandates for one or more specific purposes. The chairperson of the board of directors chairs the meetings of the board of directors and the general meetingss. The chairperson must ensure that the board of directors assumes the control of the management of the company, which is entrusted to the general manager. At any time, the chairperson of the board of directors may carry out the verifications the chairperson deems appropriate and may obtain from the general manager – who is obliged to comply – all the documents the chairperson deems useful for the accomplishment of that purpose. The general manager is responsible for the gen - eral management of the company. They repre - sent the company in its relations with third par - ties.
the rights of its members. Ordinary general meeting
The ordinary general meeting takes all decisions other than those expressly reserved for extraor - dinary general meetings and those reserved for
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