SENEGAL Law and Practice Contributed by: Khaled Abou El Houda and Malick Lo, Houda Law Firm
• the holding of ordinary general meetings, during which the corporate documents are controlled and approved (summary financial statements, management reports, inventories, draft resolutions, the auditor’s report, and the auditor’s special report on regulated agree - ments (if any); • individual action (see 4.8 Consequences and Enforcement of Breach of Directors’ Duties ); and • corporate action (see 4.8 Consequences and Enforcement of Breach of Directors’ Duties ). 5.3 Shareholder Meetings All shareholders have the right to participate in the voting of collective decisions (Article 125 of the AUSCGIE). There are two kinds of collective decisions: ordinary decisions and extraordinary decisions (Article 132 of the AUSCGIE). These decisions can be taken within the framework of general meetings or by written consultation (Arti - cle 133 of the AUSCGIE). All the deliberations of the shareholders are noted by a minute (Article 134 of the AUSCGIE). The manager is in charge of convening the gen - eral meeting. In the event of their failure to do so, the auditor may substitute for the manager. Failing this, the shareholders may request the convening of the meeting in court. The methods of convening the meeting are set out in the articles of association. The ordinary general meeting congregates at least once a year (within six months of the end of the finan - cial year). An extension of the deadline may be requested from the president of the competent court ruling on a petition. The purpose of the ordinary general meeting is:
• to approve the summary financial statements, the management report and the inventory (Article 140 of the AUSCGIE for the SA, SARL and SAS) – to this end, the aforementioned documents are communicated at least 15 days before the meeting by the company directors; • to decide on the allocation of the result (Arti - cle 142 of the AUSCGIE); and • to determine the allocations to optional reserves, the share of profits to be distribut - ed, and the amount of any retained earnings (Article 144 of the AUSCGIE). In an SARL and an SA, the decisions are made by a majority of the votes present and repre - sented. The extraordinary general meeting takes extraor - dinary collective decisions (ie, decisions to amend the articles of association). It decides by a majority of three quarters of the capital in a SARL and two thirds in an SA. However, unanimity is required in the case of: • an increase of the shareholders’ commit - ments; • transformation into an SAS; and • transfer of the registered office to a state other than a state party to the AUSCGIE. In the event of a loss of half of the share capital, an extraordinary general meeting must be con - vened within four months of the general meeting that recorded this loss, on pain of penal sanc - tions or request by any interested party for dis - solution of the company. In an SAS, the rules of majority and quorum are set by the articles of association.
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