SENEGAL Law and Practice Contributed by: Khaled Abou El Houda and Malick Lo, Houda Law Firm
The Rules of Non-Cumulation of the Roles of Legal Representatives (in an SA) For directors (in an SA with a board of directors) Subject to certain reservations, a natural person – either directly or as a permanent representative of a legal entity director ‒ may not simultane - ously belong to more than five boards of direc - tors of SA companies that have their registered office in the territory of the same state party. Any natural person who, upon taking up a new term of office, finds themselves in breach of this rule must resign from one of their terms of office within three months of their appointment. For the president and managing director No person may simultaneously hold more than three offices as president and managing direc - tor of an SA that has its registered office in the territory of the same party state. Likewise, the role of president and managing director may not be held concurrently with more than two roles as general director or general manager of an SA that has its registered office in the territory of the same contracting state. Any natural person who, upon taking up a new term of office, finds themselves in breach of this rule must resign from one of their terms of office within three months of their appointment. For the general director No person may simultaneously hold more than three offices as a general director of corporations that have their headquarters in the territory of the same state party. Similarly, the office of general director may not be held concurrently with more than two offices of president and general man - ager or general manager of an SA which has its registered office in the territory of the same contracting state. A director who, upon taking up a new term of office, is in violation of this rule
must, within three months of their appointment, resign from one of their offices. Procedure for Regulated Agreements (in an SARL, an SA and an SAS) According to Article 438 of the AUSCGIE, the following agreements must be subject to prior authorisation by the board of directors of an SA: • any agreement between the SA and one of its directors, general managers or assistant general managers; • any agreement between a company and a shareholder who holds 10% or more of the company’s capital; • any agreement in which a director, general manager, deputy general manager or share - holder with a holding of 10% or more of the company’s capital is indirectly interested or in which they deal with the company through an intermediary; and • any agreement between a company and a business or legal entity, if one of the directors, the general manager, the assistant general manager or a shareholder holding a stake equal to or greater than 10% of the com - pany’s capital is an owner of the business or an indefinitely liable shareholder, manager, director, general manager, assistant general manager, general manager, assistant general manager or other corporate officer of the contracting legal entity. Similar provisions are provided for the SARL and the SA; regulated agreements must be approved by the ordinary general meeting (Articles 350 and 853-14 of the AUSCGIE). 4.6 Legal Duties of Directors/Officers There are no specific provisions in the law regarding the principal legal duties of the direc - tors and officers of a company. However, Article
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