Company Creation

Formalities of constitution of a company

Ministers for the Justice of the 14 Member States of the Organization for the Harmonization of laws of the Businesses in Africa (OHADA) adopted in April 1997, a series of texts constituting the bases of a modernized economic right common to the African Western Convention country Economic and Monetary (UEMOA) and the Economic and Monetary Community of Africa Centrale (CEMAC).Moreover, these new texts modify in-depth the landscape of the businesses by preaching the liberalization of the economic activity, with solid legal guarantees.These various acts are in force since the 1/01/1998.It is about:

- the bearing uniform Act on the General Commercial law,

- the Uniform Act relating to the company law Commercial
and of the Economic Grouping of Interest,

- the bearing Uniform Act on the organization of safeties.

Company law to Senegal east thus supplemented since 1998, by the Uniform Act of the OHADA (Organization for the Harmonization of laws of the Businesses).These companies are also controls by:

Decree 86.104 of August 19, 1986 decree 95.364 of April 14, 1995 creating NINEA and national repertory of the Companies and Associations.

Law 95.34 of December 29, 1995 and decree 96.869 of October 15, 1996 bearing statute of the Honest Company of Export.

The exercise of a commercial activity requires the possession of a chart of tradesman and wholesaler, delivered by the Chamber of Commerce.

Any direct commercial activity with the foreigner moreover is subordinated to obtaining the chart of importer - exporter, valid 4 years also delivered by the Chamber of Commerce (decree 87-646 of May 15 1987).

There are in addition restrictions for the access from abroad to certain professions.The occupations of conveyor, baker or wholesale fish merchant are reserved to the persons or entities of nationality sénégalaise.

The liberal professions are also inaccessible the abroads.It is however possible, in the case of certain liberal professions (activity of accountancy or council for example), to create a commercial company of nationality sénégalaise.

Administrative formalities

Formalities for obtaining the NINEA
The company whatever its form legal (GIE, one-man business, company) is held to register itself with the Repertory of the Companies and Association, for obtaining a National Identification number of the Companies and Associations (NINEA).To constitute a request including/understanding the following parts:

For a company:

- request addressed to the Head of the Center of the tax services of the locality of the seat of the company

- recorded statutes

- register of trade (declaration for purposes of registration)

- certificate of inscription to the trade register

- contract of recorded lease

- certificate of imposition to the licence established by the controller attesting that the taxpayer will be imposed on the next emission.

For a G.I.E

- request addressed to the Head of the Center of the tax services of the locality of the head office of the GIE

- statutes, rules of procedure and P. V recorded

- copy trade register

- contract of recorded lease

- payment of the licence of the current year

- letter specifying the option of selected imposition (income tax of the members or corporation tax)

- copy of the national chart of identity of the members in the event of option for the imposition on the income of the members.

For an one-man business

- request addressed to the Head of the Center of the tax services of the locality of the one-man business

- copy trade register

- Contract of recorded lease

- Payment of the licence of the current year

- Copy of the national chart of identity.

For an association

- request addressed to the Head of the Center of the tax services of the locality of the seat of association

- statutes, rules of procedure

- receipt of recognition of the authority (Governor or Minister of Interior Department according to case's)

- copy of the national chart of identity of the President.

The controller of the Center of the tax services qualified supplements the card of "single Request for registration" and gives it to the leader of the GIE or the company.

The leader of the GIE or the company deposits this "single Request for registration", accompanied by file Ci - after, at the Office of the NINEA to the ministry for the economy and finance 1st stage.

Legal entity (GIE, company, association)

- photocopy of the register of trade;

- photocopy declaration for purposes of registration to the trade register

- statutes of the GIE or the company or association

- Receipt of recognition if it is about an association

- photocopy indentity card of the President, Manager or Director according to case's

- revenue stamp of 1 000 FCFA

- Individual (one-man Business)

- photocopy of the trade register

- photocopy declaration for purposes of registration to the trade register

- photocopy of the identity paper

- revenue stamp of 1 000 FCFA
The Office of the NINEA (ministry for the economy and finances) delivers an opinion of registration comprising the NINEA which will be the single tax identifier.

Obligations of the Employers

The working relationships are exerted within the framework of the general conditions envisaged by the texts in force.It is in particular about the specific Collective agreement and interprofessional national Collective agreement, Social security and Fair labor standards act to each branch of industry for the most favorable provisions.The recruitment of the workers of nationality sénégalaise is free but must be declared near the service of the labour.With regard to the expatriés workers, recruitment is subordinated to preliminary authorization and their contract of employment must be subjected to the visa of the Ministry in charge of work.Any employer must in addition obligatorily hold up to date the books known as legal which are the register of the employer and the register of pay.The workers must be registered near following social welfare:

The Institute of Precaution Reprocesses of Senegal.

The Case of Social security.

Factory inspectorate

The statement of establishment must be made near the regional Inspection of the work and the social security of the place of the registered office of the firm, by means of a form selected "Declaration of Establishment" which it is necessary to fill and deposit in five specimens.The inspection affixes its visa and delivers an identification number.The forms of "Declaration of Establishment" can be bought near the Chamber of Commerce.

Type of Contract of Employment

Two principal types of contracts:

The Contract At Given Duration
The contract is at given duration when this duration is specified in advance, by the will of the parts or when it is supplied with a term, i.e. of a future element and whose advent puts an end to the contract.The factory inspector must aim at the contract if the duration is higher than three months.

The Contract At Unspecified Duration
The contract which is supplied with no term or the duration is not specified.The visa of the Factory inspector is not obligatory in this case.The industrial legislation also envisages the contract of service to the test over one renewable period for the executives and 1 renewable month for the employees (see Interprofessional National Collective agreement, CCNI).