The forms of commercial companies
Commercial company: an association of two or more persons who decide, bound by a contract, to assign to one or more activities cash or in-kind goods, with the aim of sharing the benefits that may result. It can also be created by a single person then called "sole partner".
Since 18 September 1995, Senegal is a member of the Organization for the Harmonization of Business Law in Africa (OHADA), which now includes the 14 countries of the CFA Franc Zone, plus Comoros, Guinea-Conakry and the Democratic Republic of Congo. As such, the legal forms in force in the country respond to the uniform act of OHADA.
There are many forms of trading companies in Senegal
- Limited Liability Company (LLC)
Shares represent the rights. The share capital must be greater than or equal to CFA 100,000 and divided into shares equal to or greater than CFA 5,000. The partners are only responsible for their contributions.
- S.A. Company or Anonymous Company
Shares represent shareholder rights. The S.A. Company must be incorporated with a minimum capital of 10,000,000 CFA, divided into shares whose nominal value is freely fixed by the shareholders.
Shareholders are only liable to the extent of their contributions.
- Economic interest group (G.I.E)
Implemented for a fixed period of means to develop the economic activity of the members.
No achievement and benefit sharing.
Capital is not compulsory.
- The Individual Company
No minimum start-up capital, for a single partner. His/her liability is unlimited and may be extended to the personal property of the contractor.
- Company in Collective Name (SNC)
All the partners are traders who must answer social debts indefinitely and in solidarity.
- Limited Partnership (SCS)
The capital of the company is divided into shares.
It is governed by two types of partners: the general partners (one or more partners indefinitely and solidarily responsible for the debts) or the limited partners or limited partners (one or more partners responsible for the social debts within the limit of their contributions) .
- Joint venture
No registration in the Trade and Credit Register.
No moral personality.
_Proved by all means.
- Company of fact
Two or more persons (natural or legal) behave as partners without having incorporated a company or having incorporated an unrecognized company.
When the Judge recognizes the existence, the rules of the partnership are applied to the partners.
Proof of existence by all means.
- Simplified joint stock Company
The Company is established by one or more partners and whose statutes freely provide for its organization and operation.
The amount of the share capital as well as the nominal value of the shares is set by the articles of association.
- Variable capital company
Non-public limited company and simplified joint-stock company whose capital varies according to successive payments of partners or the entry of new partners, or following the total or partial recovery of the contributions made.
- Cooperative Society
The OHADA Uniform Act on Cooperative Company Law, which entered into force on May 15, 2011, establishes the Cooperative Society.
The Cooperative Society is an autonomous group of people who are voluntarily united to meet their common economic, social and cultural aspirations and needs, through an enterprise whose ownership and management are collective and where power is exercised democratically and in accordance with cooperative principles.
The capital of the cooperative society is variable.
There exists the simplified cooperative society, which is constituted at least between five natural or legal persons and the cooperative society with board of directors, which is constituted between fifteen physical or legal persons at least.
The liability of the co-operators is, at a minimum, equal to the amount of the subscribed shares but may be extended, by the articles of association, up to five times the amount of their shares.
Establishment of a commercial company
In order to constitute a commercial company, the various parties must establish the statutes and have them ratified by notarial deed or any other authentic act. The private deed is admitted.
The statutes must indicate: the form of the company, its name (followed by its acronym, if any), the nature, the domain and the seat of activity. They must also mention the duration of incorporation of the company, the identity of cash contributors and contributors in kind with the amount of their contributions, the number and the value of the securities received in return.
Finally, the following must be visible: the amount of the share capital, the number and the value of the securities issued, the operating procedures.
Once the statutes are filed, registration and advertising formalities are mandatory:
- Declaration of regularity and conformity or notarized declaration of subscription and payment.
- The founders and the first members of the management, administrative and management bodies must file a declaration in the Trade and Personal Property Credit Register in which they record all the operations carried out with a view to constituting the company on a regular basis and by which they state that this constitution was made in accordance with the uniform act.
- Except for joint ventures, all commercial companies must be registered in the Trade and Credit Register. They acquire their legal personality from this registration. After completion of the formalities, and within 15 days, a notice is inserted in a newspaper of legal announcements by the notary or on line, on the site of the Ministry of the Economy and the Finances by the Office of support to the creation of society of the Apix.
Support structure and assistance
APIX, a one-stop shop (or singe-window) for all formalities
52-54 rue Mohamed V
BP 430 Dakar
Tel. : 33 849 05 55
Fax : 33 823 94 89
Mail : firstname.lastname@example.org
Placed under the authority of the President of the Republic, the APIX plays several roles.
As a first step, it is an executing agency, on behalf of the promoters, of the administrative formalities relating to the creation or the extension of the companies. As such, it serves as an intermediary between administrations and economic operators whose task is thus greatly facilitated. Thus, in a single place, on the same bundle of documents, the investor can perform all the administrative formalities of creation and extension of the companies.
It is also the body responsible for granting companies that request it the approval either the Investment Code or the status of Free Export Company and gives them access to the benefits, customs, tax and other attachments to the one and the other of these amenities.
All services provided by APIX are free.
Investment projects in the following activities: agriculture, fishing, breeding, related activities of processing, storage and packaging of plant, animal or fish products; manufacturing activities of production or processing; research, extraction or transformation of mining substance; tourism and related activities in tourism; cultural industry carried out by an SME (production of books, newspapers) and audio-visual documentation and production centre; services in the sub-sector of health, education, assembly and maintenance of industrial equipment; port infrastructure works.
The criteria for this status are as follows: investment of CFA 100 million or CFA 15 million (for small and medium-sized enterprises in eligible sectors) This status gives companies considerable social, tax and customs advantages.
Applications are reviewed by Apix, which undertakes to respond within a maximum of 10 days.
Export processing companies
This status can be granted to companies, industrial, agricultural (including horticulture, forestry, livestock, fisheries and aquaculture) and tele-services, which are installed in the customs territory of Senegal, and which intend, at least 80% of their production, for export.
This agreement allows them, for example, to benefit from tax and customs benefits, to freely recruit Senegalese or expatriate staff.
Once the application is filed with APIX, the latter has a 30-day response period.