SENEGAL Law and Practice Contributed by: Khaled Abou El Houda and Malick Lo, Houda Law Firm
In addition, agreements entered into directly or through an intermediary between the company and one of its managers, directors or sharehold - ers are the subject of a special report by the auditor at the general meeting. 6.3 Companies Registry Filings Commercial companies are required to make filings with the companies registry of the regis - tered office for the following: • the appointment or termination of the func - tions of company executives (Article 124 of the AUSCGIE); • a draft merger or demerger (filed in the Trade and Personal Property Credit Register of the registered office of the companies concerned at least one month before the date of the first general meeting called to decide on the operation) (Article 194 of the AUSCGIE); • the dissolution of the company, by filing in the Trade and Personal Property Credit Regis - ter the deeds or minutes deciding upon or recording the dissolution and by amending the entry in the Trade and Personal Property Credit Register (Article 202 of the AUSCGIE); • liquidation of the company by the deposit of the final accounts drawn up by the liquida - tor, with either the decision of the meeting of shareholders ruling on these liquidation accounts, the discharge of the liquidator’s management and the discharge of their mandate, or – failing this – the court decision referred to in the preceding article in order to obtain the striking-off of the company from the Trade and Personal Property Credit Reg - ister (Articles 219 and 220 of the AUSCGIE); • approval of the company’s accounts by filing the summary financial statements (ie, the balance sheet, the profit-and-loss account, the financial table of resources and uses, and the annexed statement of the past financial
year) within one month of their approval by the competent body (Article 269 of the AUS - CGIE); • transferable securities (for their enforceability against third parties); and • transfer of shares (for the enforcement of their rights against third parties) (Articles 319 and 763-1 of the AUSCGIE). The filings relating to the incorporation or the modification of the company (merger, liquida - tion of a company) as well as the pledges or the collective procedure are publicly available upon request to the companies registry. However, specific documents such as financial statements are not available. Failure to make these filings entails the unenforceability of the modifications/ actions carried out. 7. Audit, Risk and Internal Controls 7.1 Appointment of External Auditors In the SA, the appointment of an auditor is man - datory. It takes place during the constitutive gen - eral meeting (for the first appointment). An SA making a public appeal for savings is required to appoint at least two auditors and two depu - ties. An SA that does not make a public offer - ing is required to appoint one auditor and one substitute. As regards the other corporate forms, this appointment is optional, except where the com - pany exceeds certain thresholds (see 1.1 Forms of Corporate/Business Organisations ). The auditor’s duties include: • evaluating the contributions in kind realised at the time of the constitution of a SARL or an SA;
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