Corporate Governance Code

Uniform act of the Organisation for the Harmonisation of Business Law in Africa (OHADA) on Commercial Companies and Economic Interest Groups

Find more information here. 

Current number of listed companies

50 listed companies of which 3 Senegalese companies at 7 March 2017 according to BRVM website, which can be accessed here.

Exchange

Bourse Regionale des Valeurs Mobilieres (BRVM) . This is a regional stock exchange serving a number of West African countries including Senegal.

Enforcement of foreign judgments

Bourse Regionale des Valeurs Mobilieres (BRVM) . This is a regional stock exchange serving a number of West African countries including Senegal. 

The stock exchange has two compartments, one for shares and another for debenture loans.

The key requirements for the first compartment are as follows: 

• CFAF 500 million market capitalisation;
• Net profit on turnover of 3% on each of the last three years;
• 20 percent public ownership; 
• Commitment to sign a contract of market animation;
• Five years certified accounts; and 
• Commitment to publish biannual estimations of turnovers and tendencies of results (in essence, non-mandatory requirement to publish balance sheet biannually). 

The key requirements for the second compartment are as follows:

• CFAF 200 million market capitalisation;
• Undertaking to sign a contract of market animation;
• Two years of guaranteed accounts; and
• Undertaking to spread in the public at least 20% of its capital within two years or 15% in case of introduction by capital growth.

Public offers / Disclosure regulations

Please use this link to download a copy of Decree No. 2011-1048 relating to procurement contracts.

Principle Legislation

General Regulation of the BRVM and General Regulation of the CREPMF.

Regulatory body or bodies

The Regional Council for Public Saving and Financial Markets has the mission of protecting the Public Saving invested in securities, financial products negotiable on the Stock Exchange or any investment that seeks WAEMU's Public Saving.

It is therefore the only one authorised to:

• regulate and authorise market operations;
• formulate, if necessary, a veto on the introduction of companies in the quotation of the BRVM;
• authorise and control the whole market private companies, notably:
  • the BRVM;
  • the DC / BR;
  • the commercial stakeholders including the brokerage firms - "SCI";
  • the Asset Management Companies - "SGP";
  • the advisors in Transferable securities;
  • the Business developers;the Peddlers and Undertaking for Collective Investment in Transferable Securities (UCITS).

Takeover / Merger regulations

Please use this link to download a copy of Law No. 94-63 of 22 August 1994 relating to pricing, competition and economic litigation. Please note that this document is only available in French at present.

Industry specific legislation

Please use this link to access a copy of Law 2006-04 January 2006 establishing the National Council of Broadcasting Regulation which is in charge of regulating the public and private broadcasting framework in Senegal.

Legislation

Law no. 94-63 dated 22 August 1994 deals with pricing, competition and economic disputes (the Competition Law) and Regulation No. 02-2002/CM-WAEMU of 23 May 2002 relating to anti-competitive practices (the WAEMU Uniform Act) and Regulation No. 03-2002/ CM-WAEMU of 23 May 2002 relating to applicable procedure to agreements and abuse of dominant position within WAEMU countries. This can be downloaded here. 

Scope

Law no. 94-63 dated 22 August 1994 seeks to:

• protect consumers; and
• ensure fair competition between traders, manufacturers and services providers; and regulate pricing.

The provisions of the WAEMU Act cover the following points:

• freedom of price and trading;
• cartels and dominant position;
• information on price and sales conditions; and
• economic concentration.

The WAEMU Act defines the different types of behaviour that would constitute anti-competitive business practices.

Signatories to United Nations Convention Against Corruption (UNAC)?

Yes

UNAC Ratified?

Yes

Signatories to the African Union Convention on Preventing and Combating Corruption?

Yes

Ratified?

Yes

Signatories to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions?

No

Corruption Percepton Index score for 2017

45

Corruption Perception Index rank worldwide for 2017

66

Arbitration

Domestic arbitration in Senegal is governed by the Uniform Act on Arbitration (the Uniform Act). The Uniform Act governs any arbitration taking place in an OHADA member state, whether the arbitration involves parties from an OHADA country or from a foreign state. Framed on the UNCITRAL Model Arbitration Law, its purpose is to promote arbitration as an efficient means to settle disputes. The Uniform Act does not limit arbitration to commercial and professional matters; individuals and corporate bodies alike may refer their dispute to arbitration.

Effectiveness of the court system

The scheduling of court hearings can be slow, making it difficult to progress cases through the courts. The time it takes for a case to be heard depends on the complexity of the case.

Enforcement of arbitral awards

Arbitral awards may be enforced by way of an exequatur. 

Senegal is a contracting state of the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958) (New York Convention). Awards granted by New York Convention member states are enforceable pursuant to this Convention. 

Arbitral awards rendered pursuant to the provisions of the Arbitration Rules of the Cour Commune de Justice et d’Arbitrage (CCJA) have definitive authority in Senegal, meaning that they can be enforced without obtaining an exequatur. 

Download a copy of the Uniform Act. 

Enforcement of foreign judgments

Judgments from foreign courts are accepted and enforced by local courts subject to obtaining an exequatur (i.e. legal document issued by a sovereign authority allowing a right to be enforced in the authority's domain of competence). Once obtained, the exequatur is filed with the President of the Regional Tribunal that has jurisdiction by virtue of its location. The implementation of an exequatur is subject to the following conditions:

• the foreign court must have possessed the requisite jurisdiction to deal with the matter;
• due process must have been followed by the court and all parties throughout the case; 
• the decision must not have been reached as a result of fraud; and 
• the decision must not be contrary to public order or a domestic judgment.

Judiciary

The judiciary is independent of the legislature and the executive. The Constitutional Council, the Supreme Court, the Court of Auditors, the Court of Appeal and the Primary Courts constitute the judiciary and carry out all judicial functions. 

The Constitutional Council is composed of five members referred to as "wise men" which include a President, a Vice President and three judges. The Supreme Court is the first and last court which has the authority to rule on questions of abuse of power by the executive as well as the legality of acts of local communities.

The Court of Auditors has jurisdiction over matters relating to the accounts of public accountants.

Download a copy of the constitution.

Perception of the local courts

A large part of local population in Senegal is not satisfied with the administration of justice. In addition, the majority of the population does not trust the decisions of the Senegalese courts.

Structure of the court system

• Constitutional Court
• Supreme Court and Court of Auditors
• Court of Appeal
• Primary Courts and Tribunals of First Instance

The legal system is based on the French civil law. The constitutional council has the jurisdiction to adjudicate on disputes arising from presidential elections (article 35 of the constitution) and to decide on the constitutionality of laws and international conventions and on the conflict of jurisdiction between the executive and legislative arm (articles 52 and 74 of the constitution). The decisions of tribunals of first instance and Primary Courts can be appealed by application to the Court of Appeal. The Supreme Court is not a second level of appeal. The Supreme Court can review decisions of the lower courts only on points of law rather than the facts of the case. On the other hand, the Council of State is competent to resolve disputes of an administrative law nature. (Articles 88 to 94 of the constitution and Articles 2 and 254 of the civil procedure code)

Access a copy of the Senegalese civil procedure code.

Listed companies

These Incentives provisions are available to allow companies to be more competitive with controlled costs.

Foreign investments incentives

The investment code does not provide for steps taken by the Senegalese government to encourage investment in any publicly listed company.

Senegal has adopted two texts conferring real benefits to businesses eligible for these plans: the Investment Code and Free Zone Company. Please use this link to download a copy of the investment code and the circular No. 115 of 26 May 1997 on the tax regime of a Free Exporting Enterprise.

General legislation

Law 83-20 of 26 January 1983 (Advertising law)

Industry specific legislation

Law 2006-04 of 4 January 2006 established the national council of broadcasting regulation which is in charge of regulating the whole of the public and private broadcasting framework of Senegal.

Capital gains tax

Capital gains are taxable either at source by a notary in the case of a real estate transaction or based on the taxpayer’s declaration. 

Corporation tax

The corporate income tax rate is 30%. Residents are taxed upon their worldwide income and non-residents are generally taxed via the existence of a permanent establishment on Senegal-source income.

A minimum corporate income tax is due, in case of lack of profits, at the rate of 0.5% applied on the annual turnover. The minimum amount cannot be less than XOF 500,000 and the maximum amount cannot be more than XOF 5 million.

Dividends

10% on interest paid to a non-resident. Exemptions are available.

Exchange control

There is no limit on profit repatriation in Senegal, although supporting documentation must be provided for outbound transfers of income in foreign currency. Residents are required to transfer any income in foreign currency to an approved intermediary. 

Download a copy of the WAEMU foreign exchange regulations.

Export Processing Zone

Download a copy of the law determining the status of a free exporting enterprise.

VAT Filing and payment

VAT returns and payments are due on the 15th of the month following the date of the relevant transactions.

The VAT rate for most commercial operations is 18%.

Interest

16% on interest paid to a company or individual.  Exemptions are available.

8% on interest paid to a bank or stockbroker account.

20% on interest on cash vouchers.

Losses

Losses may be deducted from the corporate income tax base and may be carried forward for 3 years following the year in which the losses were incurred. The carry back of losses is not permitted.

Newly listed companies

We have not found a legislation regulating newly listed companies.

Non-resident companies

For partnerships, limited liability companies and joint ventures, tax is levied on profits derived from activities carried out in Senegal (subject to the provisions of an applicable tax treaty).

Payroll tax:

• 3% of taxable gross salary

Social security:

Supported by the employer with an annual ceiling for contributions of XOF 756,000

• 7% of the salary is contributed to the provision for family benefits
• 1% to 5% of the salary is contributed to the provision for industrial accidents.

Retirement contributions are payable both by employers (8.4%) and employees (5.6%).

Personal income tax

A resident is taxed on worldwide income.

A non-resident is taxed only on Senegal-source income.

The income tax is comprised of (1) a progressive and (2) a proportional duty :

• Progressive Duty - Ranges from 0% to 50% and is applied per bracket of income, taking into account a dependent’ s allowance;
• Proportional Duty - Depends on the nature of the income: wages and salaries (11%), dividends (12%), income from land (20%) and other income (25%).

The total income tax liability obtained by adding the prgressive and proportional duties may not exceed 50% of taxable income.

Different abatements and allowable deductions apply to each category of income.

Real property tax

Income from real estate not exceeding CFAF is taxed at 5% of the commercial value of the real estate on 1st January of the taxation year for buildings other than factories, otherwise, a tax rate of 7.5% applies.

Royalties

A 20% tax rate is levied on royalties paid to non-resident. Exemptions are available. 

Stamp duty

Stamp duty is levied on cash transactions based on the value of the transaction.

Technical service fees

Stamp duty is levied on cash transactions based on the value of the transaction.

Thin cap regulations

Senegal does not have specific thin capitalisation rules.

Transfer pricing

Payments for interest, royalties or services rendered by a resident company to another entity are deductible from the income tax base if the company can demonstrate that the payments are real, justified and the price is set under normal business conditions. The burden is on the company that makes the payments to justify that the payments meet these requirements.

The last version of the general tax code can be bought here. 

Value Added Tax

18% standard rate.

All economic activities are within the scope of VAT, including activities of independent professionals.

All companies are VAT registrable.

Non resident VAT payers are required to appoint a solvent resident representative to be jointly responsible for the VAT payment and the discharge of other VAT-related obligations.

VAT returns and payments are due on the 15th of the month following the date of the relevant transactions.