Setting up a business in Senegal is a relatively straightforward process, taking approximately 10 days for completion. The country offers a dynamic and welcoming environment for entrepreneurs, with a growing economy and a strong emphasis on business development. Senegal provides various business structures to cater for different types of companies, ranging from sole proprietorships to more complex entities such as limited liability companies (LLCs) and joint-stock companies. The procedure for setting up a business is designed to be efficient and user-friendly, ensuring that entrepreneurs and investors can quickly register and begin operations. In addition, the government has streamlined many aspects of business registration, making it easier for both local and international investors to comply with legal and tax requirements. This ease of doing business is one of the key reasons why Senegal has become an attractive destination for startups and established businesses alike, with a variety of incentives and support programs available to foster growth and development in the country.
Steps for Business Registration
Step 1- Choose a business Structure
Selecting the right business structure is a crucial first step when setting up a business in Senegal. The legal framework offers a variety of structures, each with distinct advantages and requirements. Your choice will depend on factors such as the size of your business, the number of partners involved, the level of liability you are willing to assume, and your capital investment.
Below are the main business structures available in Senegal, along with their key characteristics:
- Sole Proprietorship: A business owned by a single individual.
- Limited Liability Company (LLC) (Société à Responsabilité Limitée – SARL): Requires a minimum capital of 100,000 CFA.
- Public Limited Company (PLC) (Société Anonyme – SA): Requires a minimum capital of 10 million CFA, with a quarter paid up at the start and the rest over three years.
- Branch Office: For foreign companies wishing to operate in Senegal.
- Economic Interest Grouping (GIE): A partnership of two or more businesses with a common goal.
Each structure has its unique requirements in terms of partners, liability, capital, and registration formalities. It is essential to choose the right structure based on your business's size, objectives, and operations.
General Required Documents (Applicable to all business structures)
- Company Name Approval:
- Proof of availability of the proposed business name from the Court (free of charge).
- Identification Documents:
- Valid identification of the company's founders and directors (e.g., passport, national ID).
- Proof of residence of the company's directors/shareholders (e.g., utility bill, lease agreement).
- Company Bylaws (Articles of Association):
- Drafted and notarized by a notary public (required for all business structures, except sole proprietorships). The document should include the company name, objectives, share capital, management structure, and other relevant details.
- Tax Identification Number (TIN):
- Application to the Senegalese Revenue Authority for a Tax Identification Number (TIN).
- Supporting documents: Articles of Association and personal identification documents.
- Registered Office Address:
- A registered office address in Senegal. If the company does not have an office, an auditor or lawyer's address can be used temporarily.
Additional Requirements for Business Registration (Based on type of business structure)
1. Sole Proprietorship:
- Requires only one person who is the proprietor.
- No capital required.
- Partner's liability is unlimited and extends to the entrepreneur's personal property
2. Limited Liability Company (SARL):
- Proof of a minimum capital deposit of 100,000 CFA in a local bank or public notary.
- A qualified local auditor to maintain the books of accounts. A qualified local auditor to maintain its books of accounts (in French) at its registered office in Senegal. The auditor must be a member of the National Order of Chartered Accountants and Chartered Accountants of Senegal (ONECCA).
- The company is run by a manager (who can be a partner) chosen by the partners.
3. Public Limited Company (SA):
- Proof of a minimum capital deposit of 10 million CFA, with at least one-quarter paid up at the time of registration.
- A qualified local auditor to maintain its books of accounts (in French) at its registered office in Senegal. The auditor must be a member of the National Order of Chartered Accountants and Chartered Accountants of Senegal (ONECCA).
- A minimum of one director and a shareholder.
4. Branch Office (for Foreign Companies):
- Proof of parent company registration in the home country.
- Appointment of a local director in Senegal.
- No paid capital is required
- Proof of registration of the parent company with the Chamber of Commerce or similar institution in the home country.
5. Economic Interest Grouping (GIE):
- Requires a Partnership Agreement which is a documentation outlining the agreement between the partners.
- The company is managed by a President.
- Minimum of two partners must sign the agreement.
- Requires no minimum capital at the start-up
To view the article in full click here
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
