SENEGAL Law and Practice Contributed by: Khaled Abou El Houda and Malick Lo, Houda Law Firm
480, Section 2 of the AUSCGIE provides that the chairperson must ensure that the board of directors assumes control of the management of the company, which is entrusted to the general manager. Thus, the chairperson and the board of directors each have a role. 4.7 Responsibility/Accountability of Directors SARL Managers The managers will be liable – individually or jointly and severally – as the case may be, to the company or to third parties, either: • for infringements of the legal or regulatory provisions applicable to private limited com - panies; • for breaches of the articles of association; or • for faults committed in their management. If several managers have co-operated in the same acts, the competent court determines the contributory share of each of them in the remedy of the damage (Article 330 of the AUSCGIE). SA Directors The directors will be individually or jointly and severally liable to the company or to third parties, either for infringements of the legal or regulatory provisions applicable to an SA, or for violations of the provisions of the articles of association, or for faults committed under their management. Where several directors have co-operated in the same acts, the competent court will determine the contributory share of each of them in the remedy of the damage (Article 740 of the AUS - CGIE). In an SAS The rules governing the liability of the members of the board of directors of an SA are applicable
to the chairperson and the officers of an SAS (Article 853-10 of the AUSCGIE). 4.8 Consequences and Enforcement of Breach of Directors’ Duties Liability Actions Two types of actions are provided for by the AUSCGIE. Individual action Pursuant to Articles 161 et seq of the AUSCGIE, third parties or shareholders may take individual action to hold a corporate officer liable for mis - conduct in the performance of their duties, with - out prejudice to the company’s potential liability. If several corporate officers have participated in the same acts, they are jointly and severally liable to third parties. This individual action is an action for damages suffered by a third party or by a shareholder, where the latter suffers a loss distinct from the loss suffered by the company, as a result of a fault committed individually or collectively by the corporate officers or directors in the exercise of their duties. This action is brought by the person who suffers the damage. Corporate action (action sociale) – Articles 165 et seq of the AUSCGIE A corporate action is an action for compensation for the damage suffered by the company as a result of a fault committed by corporate officer(s) in the performance of their duties. The corpo - rate action filed against one or several corporate officers can be initiated either by the company itself (through the other officers who are not involved) or by one or several shareholders in the case of failure of the competent bodies. The cor - porate action is reserved only for the sharehold -
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