Senegal
Corporate Guide

What are the different types of companies that can be incorporated in Senegal?

The OHADA Company Act provides for four types of companies: 

Public limited company (PLC) (société anonyme)

A PLC is a company in which the shareholders are liable for the corporate debts up to the amount of their contributions and in which the capital is divided into shares with a minimum value of XOF 10,000. The mini-mum share capital in a PLC is XOF 10 million. The advantages of setting up a PLC are: 

• a strong ability to raise funds, notably with a public offering of shares;
• the risk is limited to the contributions of each shareholder; 
• the possibility of releasing only a quarter of the capital;
• the possibility for the shareholders, in principle, to freely transfer their shares;
• the company is managed by either a general, director or a general administrator; and
• the appointment of an auditor is mandatory.

Limited liability company (LLC) (société à responsabilité limitée)

An LLC is a company with shareholders whose liabilities are limited to their contributions with no minimum share capital, and the appointment of an auditor is not mandatory and is subject to certain conditions. The advantages of setting up an LLC are: 

• the shareholders are liable up to their contributions; and
• the shareholders have the opportunity to ensure strict control of access to new shareholders in the company’s capital.

Simplified joint stock company (société par actions simplifies)

A simplified joint stock company (SAS) is a company set up by one or more shareholders and whose articles of association freely provide for its organisation and management. The shareholders of this company are only liable for the company’s debts, up to the amount of their contributions and their rights are represented by shares. 

The amount of the share capital is freely determined by the shareholders as well as the nominal value of the shares and there is no required minimum. 

The SAS is characterised by its contractual freedom, and the shareholders choose their management structure. In doing so, it is managed by a president in light of the provisions of the articles of association. 

This president may be an individual or a legal entity.