Business entities in Senegal in 2021
Healy Consultants Group will assist our Clients set up the optimal corporate structure in Senegal for their business goals. The most common entity is a Senegal limited liability company (SARL). Foreign entrepreneurs may also opt to set up a public limited company, branch office or representative office.
Senegal limited liability company (SARL)
- The Senegal limited liability company (LLC) requires at least one director and one shareholder, who can be of any nationality and need not be resident in Senegal;
- The minimum paid-up share capital required for Senegal business setup is XOF25,000 (US$45) and must be deposited with a local bank or Public Notary before company incorporation. However, we recommend our Client assigns a higher share capital, starting from US$1,000;
- The Senegal LLC must appoint a local accountant and maintain its books of accounts (in French) at its registered office in Senegal. The accounts must be maintained according to the OHADA system;
- Senegal LLCs must submit annual financial statements audited by a qualified auditor who is a member of National Order of Chartered Accountants and Chartered Accountants of Senegal (ONECCA).
Senegal public limited company (Société anonyme – SA)
- The Senegal public limited company (PLC) requires i) a minimum capital of XOF10 million (approximately US$16,600) and ii) at least one shareholder and one director whom can be any nationality and must not be resident in Senegal;
- Like LLCs, each Senegal PLC must appoint a local accountant and maintain books of accounts (in French) at its registered office in Senegal. The accounts must be maintained according to the OHADA accounting system;
- Each Senegal PLC must appoint an approved auditor who is a member of ONECCA and who must prepare and submit annual audited financial statements with the Tax Office.
Senegal branch (Succursale)
- Foreign companies looking to do business in Senegal without establishing a separate entity can set up a Senegal branch office. The scope of operations is defined by the parent company;
- A branch office must have a registered office in Senegal as well as a legal representative resident in Senegal appointed by the company to receive summons, notices etc. on behalf of the company;
- Branch offices must register for tax and appoint local accountants to file monthly and annual returns with the Senegalese tax office;
- Deregistration of a branch is simpler than for an LLC. De-registration is a two-step process for a Senegal LLC (SARL) with more than one shareholder and a one-step process for a Senegal LLC (SARL) with a sole shareholder. The process usually takes up to two months to complete;
- However, for a Senegal Branch (Succursale), the above process takes around three weeks from application submission.
Senegal representative office (Bureau de représentation)
- Although foreign companies can establish representative offices in Senegal, they are not allowed to carry out any income-generating activities in Senegal;
- All representative office expenses must be met through inward foreign currency remittances. Consequently, this entity can only engage in i) market research and ii) promoting the business of the parent company;
- Similar to the branch office, a representative office must also appoint a legal representative ordinarily resident in Senegal who will be legally responsible for the operations in Senegal.
Table of comparison between Senegal entities
LLC PLC Branch Rep Office Also known as: SARL SA Succursale Bureau de représentation How long to set the company up? 4 weeks 5 weeks 4 weeks 4 weeks How long to open company bank account? 4 weeks 4 weeks 4 weeks 4 weeks Legal liability? Limited Limited Unlimited Unlimited Wholly foreign owned? Yes Yes Yes Yes Minimum paid - up share capital? US$2,000 US$20,000 US$1 US$1 File annual tax return? Yes Yes Yes No Tax registration certificate required? Yes Yes Yes No Recommended corporate bank account? BICIS Ecobank Bank Of Africa UBA Does our Client need to travel? No No No No Resident director or representative required? No No Yes Yes Resident shareholder required? No No No No Minimum directors allowed? 1 1 1 1 Minimum shareholders? 1 1 1 1 Tax identification code needed? Yes Yes Yes Yes Senegal resident corporate agent required? Yes Yes Yes No Corporate shareholders allowed? Yes Yes Yes Yes Corporate director(s) allowed? Yes Yes Yes Yes Statutory audit required? Yes Yes Yes No Senegal corporate tax rate? 30% 30% 30% 0% Annual financial statements required? Yes Yes Yes No Regulated by? Ministry of Commerce Ministry of Commerce Ministry of Commerce Ministry of Commerce Allowed to issue sales invoices? Yes Yes Yes No Allowed to sign contracts? Yes Yes Yes No Allowed to import and export goods? Yes Yes Yes No Can rent an office space in Senegal? Yes Yes Yes Yes Can buy Senegal property? Yes Yes Yes No Total Senegal business setup costs in yr. 1? US$15,300 US$20,600 US$18,450 US$17,450 Subsequent annual costs (incl. accounting and tax fee)? US$4,700 US$6,400 US$5,600 US$5,600 Sample engagement invoice? View invoice PDF View invoice PDF View invoice PDF View invoice PDF