SENEGAL Law and Practice Contributed by: Khaled Abou El Houda and Malick Lo, Houda Law Firm
• a right on the net assets of the company at the time of their distribution, at the time of dissolution, or at the time of a reduction of the company’s capital and intervention in the social affairs of the company; • an obligation to contribute to the losses in certain forms of company; and • the right to participate in the vote of share - holders’ collective decisions. The rights and obligations of the shareholders are proportional to their contribution. In addition, according to Article 54 of the AUS - CGIE, clauses that attribute to a shareholder all of the profit made by the company or exempt them from all of the losses – as well as clauses that exclude a shareholder entirely from the prof - it or make them responsible for all of the losses – are deemed unwritten. Disagreement between shareholders constitutes a cause for dissolution of commercial compa - nies within the meaning of Article 200 of the AUSCGIE. In limited liability companies, the shareholders are only liable for the company’s debts up to the amount of their contributions. The limited liability companies are: • the SARL; • the SAS; and • the SA. In the case of debts in such a company, the lia - bility of the shareholder is limited to the loss of the total amount of their contributions in share capital and their contributions in the sharehold - ers’ current account.
Shareholders who hold management positions within the company may also be liable – individu - ally or jointly ‒ to the company or third parties, either for breaches of the law or the articles of association (civil or criminal liability) or for faults committed in their management. 5.2 Role of Shareholders in Company Management The shareholders have a certain right of control over the management of the company, which differs according to the type of company. SARL Shareholders Any non-managing shareholder can, twice a year, ask the manager questions in writing about any fact that could jeopardise the continuity of the business. The manager must then provide answers within 15 days, in writing, to the ques - tions asked by the shareholder. Within the same time limit, they must send a copy of the ques - tions and their answers to the auditor, if there is one (Article 157 of the AUSCGIE). SA and SAS Shareholders Any shareholder who does not have managerial status may, twice a year, ask questions in writing of the chairperson of the board of directors, the CEO or the managing director (as the case may be) on any fact likely to jeopardise the continuity of the business. The chairperson of the board of directors or the CEO (as the case may be) must then reply, in writing, within 15 days, to the ques - tions asked by the shareholder. Within the same period, they must send a copy of the questions and their answers to the auditor (Article 158 of the AUSCGIE). The shareholder is also able to direct the actions of the corporate officers, thanks to:
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