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How To Start A Business in Senegal

Starting a Business in Senegal

 

Starting a business, or company, in Senegal takes approximately 8 days as compared to about 46 days for the Sub-Saharan Africa region. This piece outlines the general technical procedures for starting a company in Senegal, according to the Doingbusiness.org database by the World Bank. It includes details and requirements to be in good standing with all relevant agencies beyond the company registrar like social security agencies.

Use this as a guide while you complete the process and consult with agents carrying out work on your behalf.  Additional notes may be found here.

Technical Procedures

The steps involved in registering a company [Société à Responsabilité Limitée (SARL) – Limited Liability Company] in Senegal are:

  1. Get a copy of the criminal record of founders.
  2. Deposit the founding capital with a bank.
  3. Notarize company bylaws and bank deposit of subscribed capital.
  4. Register your business at the one-stop shop.

Starting a Foreign Business in Senegal

 

his piece highlights issues for consideration when starting a foreign business in Senegal in four areas: 1) foreign business start-up, 2) access to industrial land, 3) foreign ownership issues across sectors, and 4) commercial dispute arbitration.

Foreign Business Start-Up

It takes 5 procedures and 10 days to establish a foreign-owned limited liability company (LLC) in Senegal (Dakar). This process is among the fastest in Sub-Saharan Africa and much faster than the IAB global average. In addition to the procedures required of a domestic company, a foreign company that wants to engage in international trade must obtain an import-export card for trading purposes from the investment promotion agency (APIX) or a business court. Entrepreneurs register their company at the one-stop shop and obtain a tax registration; commercial registration; company identification number; and labor, social security, and pension fund registrations. This takes only 2 days. According to a directive of the Economic Community of West African States (ECOWAS), companies in Senegal are not allowed to open bank accounts in foreign currency unless they get approval from the Senegal Ministry of Finance and the Central Bank of West Africa. This approval must be renewed yearly. The minimum capital requirement of XOF 1,000,000 (~$2,000) is applicable for all OHADA (Organization for the Harmonization of Business Law in Africa) member states. It must be paid in full for the incorporation of an LLC.

Access to Industrial Land

Foreign companies have the option to lease or buy privately or publicly held land. The most common option for foreign companies seeking to acquire land in Dakar is the lease of public land. Most land is publicly held and the sale of public land, though legally possible, is extremely rare in practice. Before public land can be acquired, it must be reclassified as private. Land in the public domain can only be subject to a use permit issued by the relevant administrative authority. The process of leasing public land can be quite lengthy. Land may be leased for a maximum duration of 99 years. Lease contracts offer the lessee the right to subdivide, sublease, or mortgage the leased land, subject to the terms of the lease contract. Government approval may be required for the lease of publicly held land. There are no restrictions on the amount of land that may be leased. Most landrelated information in Dakar can be found in the cadastre.

Foreign Ownership Issues across Sectors

Senegal is one of the most open countries to foreign equity ownership, as measured by the report. All of the 33 sectors covered by the indicators are fully open to capital participation. The electricity transmission and distribution sectors are dominated by monopolistic market structures of publicly owned enterprises, potentially representing an obstacle to foreign investors.

Commercial Dispute Arbitration

Senegal is a party to the OHADA Treaty (Organisation pour l’Harmonisation en Afrique du Droit des Affaires) and arbitration is therefore governed by the Uniform Act on Arbitration. The act was signed on March 11, 1999 and entered into force 90 days later. The Uniform Act supersedes the existing national laws on arbitration. The act is supplemented by the New Civil Procedure Code, which also regulates the courts’ capacity to provide assistance to arbitral proceedings. The principal arbitral institution under OHADA is the Common Court for Justice and Arbitration (CCJA) in Abidjan, Côte d’Ivoire. Senegal has also adopted various laws and provisions to develop arbitration in line with the OHADA Uniform Act. Senegal’s main arbitral institution is the Center for Arbitration, Mediation, and Conciliation (CAMC) at the Chamber of Commerce, Industry, and Agriculture of Dakar (CCIAD), established in 1998. Senegal has ratified the 1958 New York Convention and the ICSID Convention. On average, it takes around 11 weeks to enforce an arbitration award rendered in Senegal, from filing an application to a writ of execution attaching assets (assuming there is no appeal), and 11 weeks for a foreign award.

 

No.ProcedureTime to CompleteAssociated Costs
 1Deposit the founding capital with a bank
Agency: Bank

The company can deposit the founding capital with a bank directly (“compte de societe en formation”) or through a public notary. The account is liberated once the company is registered at the RCCM.
1 day included in the following procedure
 2Check the company name
Agency: Court

The company can check the name availability at the Court.
1 day no charge
 3Notarize company bylaws and bank deposit of subscribed capital
Agency: Notary

A public notary is required to notarize company bylaws and deposit subscribed capital at a bank. The procedure takes 3 days if the notary public prepares the articles of association and a day if notary only signs. The involvement of the notary is required.

The statutes can be drafted either by notarial act or by any other act, provided that the authorized signatures are notarized. If by notarial act, the notary must (a) establish the statutes (if the promoter has not done so) and issue the declaration of conformity (déclaration de régularité et de conformité); and (b) register the statutes and declare the existence of the company with the tax authorities.

The promoter may ask the notary to complete additional formalities, such as commercial registration at the court to obtain the company identification number (numéro d'identification national des entreprises et des associations, NINEA).

In practice the estimates varied from XOF 200,000 to XOF 400,000. The cost varies here, because the fee varies depending on the services delivered.
2 days XOF 200,000 -400,000
 4Register your business at the one-stop shop
Agency: One stop-shop

Since November 2007, entrepreneurs can register at the one-stop shop which takes care of what was formerly done in seven different procedures.

Four of the procedures are taken care of by having the four relevant agencies dispatch one of their civil servants to the one-stop shop. This is:
• The tax authority to register the bylaws;
• The Commercial Registry (‘Registre du Commerce et du Credit Mobilier’ - RCCM) to register the company bylaws;
• The NINEA to get a company identification number (‘Numéro d’Identification National des Entreprises et des Associations’); and,
• The Labor authority to register workers and commencement of operation.

They are all physically located in the same location and there is a timesheet kept by the coordinator of the one-stop shop that indicates the precise time with which every person in the room delivers the document.

Another two procedures are handled by the one-stop shop, and these are:
• Registration at the Social Security (‘Caisse de Securite Sociale’ - CSS);
• Registration at the Pension Fund (‘Institut de Prevoyance Retraite’ - IPRES).

These two agencies are not physically located inside the one-stop shop but are a few minutes away. What is done is that when a new file comes in, the coordinator of the one-stop shop sends the information about the application by email to these two agencies. He then phones them to make sure that they received the email. Later in the afternoon (or if it afternoon, the next day), the one-stop shop sends a courier to go and fetch the approved documents.

Fees, for firms with a capital lower than 10,000,000 FCFA, the applicant needs to pay:
• Registration fees: XOF 27,000 (XOF 25,000 for the statutes and XOF 2,000 for the subscription declaration)
• Court Registrar fees: XOF 30,000 if the capital is XOF 1 000 000 + XOF 90 for any other XOF 1,000,000 of capital.