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Setting up a business in Senegal

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Find out, in this article, useful information on procedures regarding the setting up of a business in Senegal.

If you wish to set up a business in Senegal, it is best to be aware of related conditions and formalities. In most cases, local authorities are quite welcoming towards foreign investment. In fact, over the years, many investors have successfully set up a business in Senegal so as to get the most of its resources.

Nevertheless, take the time to get acquainted with the different types of legal company structures before deciding which would better suit your business. Note that all of these are authorized to locals, foreigners as well as people belonging to the Senegalese diaspora.

Types of companies

There are nine types of companies in Senegal, namely the Individual Company, the Limited Liability Company, the Uni-personal Liability Company, the Anonymous Company, the Economic Interest Grouping, the Limited Partnership Company, the General Partnership Company, the Joint Venture and the De Facto Company.

The Individual Company consists of a minimum of one partner and requires no minimum capital. The hiring or nomination of an auditor is not necessary. Each partner's liability is unlimited and extends to the entrepreneur's personal property. It is eligible for Senegalese incentive plans such as the Investment Code and the Free Export Enterprise status. The company is managed by the entrepreneur.

The Limited Liability Company consists of a minimum of one partner and requires a minimum capital of CFA 100,000 to be fully constitutional. It is also eligible to the same incentive plans as in the case of the Individual Company. Moreover, an auditor is not required unless the capital exceeds CFA 10 million, it has more than 50 permanent employees or its annual turnover exceeds CFA 250 million. Each partner's liability is limited to his contributions. Finally, the company is managed by a partner who is appointed by the majority.

The Unipersonal Limited Liability Company consists of a single partner. It is governed by the same rules as the Limited Liability Company except for certain adjustments in the case of a single shareholder.

The Anonymous Company consists of a minimum of one partner and requires a minimum capital of CFA 100,000, of which a ¼ has to be released so that it becomes fully constitutional. The total amount must be settled within 3 years following the company's creation. It is eligible to incentive plans like those mentioned above. Moreover, an auditor has to be hired. Each partner's liability is limited to the amount of his contributions. Finally, the company is managed by a Director-General or a Deputy Head.

The Economic Interest Grouping consists of a minimum of two partners and requires no minimum capital at the start-up. The company is eligible to incentive plans and an auditor is not mandatory. The liability of each partner is limited and consolidated. The company is managed by a President.

The Limited Partnership Company consists of one or more partners. They are jointly and severally liable for the company's debts within the limits of each one's contribution. This type of company can be managed by general partners.

The General Partnership Company consists of at least two members. The capital is divided into shares of the same value. Moreover, the death or incapacity of a partner generally leads to the closing down of the company. Each partner is jointly and severally liable for the company's debts. The company is managed by a single partner.

The Joint Venture consists of at least two members. It is not registered with the Trade and Property Credit Register and has no legal representative. It has no public identity. The death or incapacity of a partner generally leads to the closing down of the company. Each partner is jointly and severally liable for the company’s debts. The company is managed by an appointed Manager, whether or not he is a partner.

The De Facto company consists of two or more natural or legal persons acting as partners. Note that this type of company does not have to be fully constituted to be recognized by the uniform Acts. Its existence can be proven by any means and when it is recognized by a judge. The company rules apply to its representative partners.

Procedures

When setting up your business in Senegal, you will deal with two main organizations, Bureau d’Appui à la Création d’Entreprise which provides support for business creation and the Bureau pour la Promotion des Investissements et Grands Travaux which is responsible for the promotion of investment and major works.

Documents to be produced are the following:

Limited Liability Company and Uni-personal Limited Liability Company -

  • a copy of your criminal record issued in your home country less than three months before undertaking the procedures
  • photocopies of your partners identity cards
  • registration fees (around CFA 25,000)

The Individual Company - 

  • two copies of your passport
  • a copy of your criminal record issued in your home country less than three months before undertaking the procedures
  • your residence certificate (issued by the police or the nearest town hall)
  • your marriage certificate (if applicable)
  • two CFA 2,000 stamps (for the Trade Register and for the NINEA)

The Economic Interest Group (in the President's presence) - 

  • three copies of the company's statutes, Rules of procedure and the Minutes of the extraordinary
  • General Meeting printed on both sides
  • a copy of the members identity cards
  • two copies of your passport
  • the President's criminal record of the President (issued in your home country less than three months before undertaking the procedures) or a sworn statement, filled and signed by the latter
  • new CFA 2,000 stamps for each document's sheets
  • two CFA 2,000 stamps for the Trade Register and the NINEA

The Limited Company - 

  • a copy of your criminal record issued in your home country less than three months before undertaking the procedures or an affidavit which can be obtained from a notary(duly filled and signed by the Manager)
  • photocopies of the partners' identity cards
  • registration fees (1% of the capital if it is more than CFA 10 million and in case of real estate contribution, additional fees of 3% of the contribution value for registration fees).

Summary

All companies set up in Senegal have to be registered with the Companies and Associations Register so as to obtain a Numéro d'Identification Nationale des Entreprises et Associations (NINEA), that is a company identification number.

You will then have to buy and fill 5 setting up declaration forms named “Déclaration d’Etablissement” which you will have to produce to the Regional Labor Inspectorate and the nearest social security office to your company's premises. These forms will be stamped and an identification number will be issued. Note that this form is available at Chambers of Commerce.

You will then have to fill out the registration application form provided by the Social Security Fund office and return it. You also have to request for registration with the Institution de Prévoyance Retraite du Sénégal, that is the retirement provident institution.

If your company has less than 100 workers, you can register it with the Institution de Prévoyance Maladie, that is the Disease Provident Institution so as to fully or partially pre-finance health care fees for all employees and their families.

Tax

Finally, you will have to declare your company's income with the Tax Administration Office. You are required to file and return the tax declaration form within the legal deadline, stating the following:

  • your full identity
  • your family status as a the 1st January of the current year
  • any dependent children as at the 1st January of the current year
  • categories of income received
  • deductible expenses from taxable income
  • any withholding taxes incurred.

 Important:

Before setting up a business, you should determine which type of entrepreneur you are, whether you have any contacts that can help you on the spot, know the costs involved and be aware of the local market and competitiveness.

 Useful links:

Ministry of Commerce, of the Informal sector, Consumption, Promotion of Local Products and SMEs www.commerce.gouv.sn
Taxes and Domains www.impotsetdomaines.gouv.sn
Public service - Trade and Property Credit Register www.servicepublic.gouv.sn
Invest in Senegal – Information on procedures investinsenegal.com

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