Senegal

Corporate Governance Code

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

Current number of listed companies

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

Exchange

Bourse Régionale des Valeurs Mobilières (BRVM) . This is the regional stock exchange of the West African Economic and Monetary Union (WAEMU) in which Senegal is a member country.

The stock exchange has 2 compartments, one for shares and another for debenture loans.

BRVM is divided into two markets. The equity market and the bond market.

The equity market is divided into 3 compartments. There is the Prestige compartment for companies with a market capitalization of at least 50 billion. Then there is the Principal compartment for companies with a market capitalization of at least 1 billion. Finally, there is the Growth compartment for companies with a share capital of 10 million and which have signed a listing sponsor contract. Other conditions are listed in Instruction No 01-2022/BRVM/DG.

Public offers / Disclosure regulations

• Règlement général relatif à l’organisation, au fonctionnement et au contrôle du marché financier régional de l’UEMOA modifié starting from Articles 111 et seq.,
• Instruction 36/2009 amending and cancelling Instruction 33/2006 related to public offering within the WAMU.
• Instruction 29/2001 on information to be disseminated by APE companies on the WAEMU financial market.
• Instruction 63/2020 on issues of public securities on the WAMU financial market
  All these texts can be found on AMF-UMOA website.

Principle legislation

• Convention portant Composition, Organisation, Fonctionnement et attributions de l’Autorité des Marchés Financiers de l’Union Monétaire Ouest Africaine (AMF-UMOA) et son et Annexe.
• Règlement général relatif à l’organisation, au fonctionnement et au contrôle du marché financier régional de l’UEMOA modifié.
  These texts and the amendments made to them can be found on the website of the WAEMU Financial Markets Authority.  View website here.

Regulatory body or bodies

The AMF UMOA (Autorité des marchés financiers de l’Union Monétaire Ouest Africaine) is the regulatory body. It is responsible for the general protection of savings invested in transferable securities and in any other investment giving rise to a public offering procedure in all Member States of the Union.

The AMF-UMOA has the following missions:

• authorise market management structures and approve market participants;
• approve the fees of commercial participants;
• issue professional cards to persons whose market activities so require;
• determining in particular the conditions of access to the market, in particular the rules on advertising and public information;
• interpret, by means of general instructions, the scope of its General Regulations;
• investigate complaints;
• sanction any action contrary to the general interest of the financial market or prejudicial to the rights of savers.

Takeover / Merger regulations

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

Regulation n°3/2002/CM/UEMOA relating to the procedures applicable to agreements and abuses of dominant position within the West African Economic and Monetary Union.

Regulation n°2/2002/CM/UEMOA of 23 /05/ 2002 on anti-competitive practices within the West African Economic and Monetary Union.

Law No. 94-63 of 22 August 1994 relating to pricing, competition, and economic litigation. Only available in French.

Law No. 2021-25 of 12 April 2021 on prices and consumer protection. Link

Regulation n°3/2002/CM/UEMOA relating to the procedures applicable to agreements and abuses of dominant position within the West African Economic and Monetary Union. Link

Regulation n°2/2002/CM/UEMOA of 23 /05/ 2002 on anti-competitive practices within the West African Economic and Monetary Union. Link

Industry specific legislation

N/A. There are only general provisions related to competition.

Legislation

Scope

Law no. 94-63 dated 22 August 1994. It defines the provisions governing free competition, freedom to set price, merchants’ obligation of information. It also set measures to prevent all anti-competitive practices and to ensure the fairness and regularity of transactions.

Law No. 2021-25 of 12 April 2021 on prices and consumer protection aims is to define and extend the consumer’s right to information, sanction unfair terms; regulate new commercial practices; strengthen the investigative powers of the agents in charge of implementing the law;

Regulation No. 02-2002/CM-UEMOA of 23 May 2002 on anti-competitive practices applies to these practices provided: Its purpose is to define agreements aimed at restricting or distorting competition or to practices like abuse of a dominant position. It also forbids public aid likely to distort competition by favouring certain undertakings or the production of certain goods.

Regulation n°3/2002/CM/UEMOA relating to the procedures applicable to agreements and abuses of dominant position within the West African Economic and Monetary Union: Its purpose is to define the procedures for obtaining approval or authorisation from authorities in order to prevent any abuse of a dominant position or practices that could distort competition.

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 2022

45

Corruption Perception Index rank worldwide for 2022

43

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.

The arbitration rules of the Common Court of Justice and Arbitration of the CCJA also apply to arbitration in Senegal, in particular when the parties to a contract so stipulate through an arbitration clause or a compromise.

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. 

The enforcement of an arbitral award cannot be granted if it is manifestly contrary to a rule of international public policy. The State court to which a request for recognition or enforcement is submitted must give a ruling within a period which may not exceed 15 days. On expiry of this period, the exequatur is deemed to be granted.

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. There are five (5) conditions for the enforcement of foreign acts and decisions:

1. the decision must emanate from a competent court according to the rules concerning conflicts of jurisdiction admitted in Senegal;
2. the decision must apply the law applicable to the dispute by virtue of the rules for resolving conflicts of law accepted in Senegal
3. the decision is, according to the law of the State where it was given, res judicata and enforceable;
4. the parties have been duly summoned, represented or declared defaulting;
5. the decision must not contain anything contrary to international public policy and  must not be contrary to any judicial decision which has the force of res judicata in its regard

Judiciary

Perception of the local courts

A large part of the population does not have a good perception of the judiciary system in Senegal. It is often said that the government uses the justice to eliminate political opponents. This was the cause of violent tension in 2021 and 2023, resulting in several deaths. However, when it comes to a civil or commercial matter between two citizens, the parties generally have recourse to the courts without any misapprehension.

Structure of the court system

The structure of the court system is as follows:

• Constitutional Court
• Supreme Court and Court of Auditors
• Court of Appeal
• Tribunal de Grande Instance,
• Labor Court
• Commercial Court
• Tribunal de Première Instance

See more here.

Listed companies

Foreign investments incentives

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

The investment code provides specific incentives to stimulate investment in key sectors such as agriculture and agri-food, fisheries, livestock and related industries, manufacturing, tourism, and mining, among others. These incentives include:

• Customs duty exemptions (over 03 years);
• VAT suspension (over 03 years);
• Tax credits of 40% for eligible investment, deductible within 05 years;
• Free export company status for agricultural, industrial and telecommunications companies deriving at least 8% of their turnover from exports.
  Free Export Company (FEC) Status is granted to companies that export at least 80% of their production. The sectors eligible for EFE status are agriculture in the broad sense, industry, and tele-services. Several benefits are available to companies, including a reduction in corporation tax (15%), exemption from payroll tax, registration and stamp duties, business property tax, exemption from duties and taxes on production equipment and raw materials, and much more.
  Other tax and customs incentives are also provided for in the law on special economic zones (SEZ), such as a reduction in corporation tax and an exemption from securities tax on dividends distributed. The duration of these benefits is 25 years. See more here.

Since 2016, Senegal, through the African Union Commission, has ratified the Pan-African Investment Code of 2016, which applies to investments by member states and to investors. The purpose of this text is to promote, facilitate and protect investments that foster sustainable development.

General legislation

Industry specific legislation

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 is the flat-rate contribution payable by the employer.

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

The stamp duty is established on all papers intended for civil and judicial acts and writings which may be produced in court and be authentic there. There are no exceptions other than those specifically set out in the General Tax Code or in any other law. Any document passed in a foreign country is subject to stamp duty before it can be used, either in a public document or in any declaration, or before a judicial or administrative authority.

Technical service fees

N/A

Thin cap regulations

N/A

Transfer pricing

The companies concerned are those which are dependent on companies or which have control of companies located in Senegal (links of dependence). Dependence is deemed to exist:

• if the majority of the capital is held directly or indirectly by one of the companies;
• if it exercises decision-making power over the other;
• if both companies are controlled by the same undertaking.

Regarding the standard taxation rules, profits indirectly transferred to companies outside Senegal based on such mark-ups, mark-downs, thin capitalisation or otherwise are incorporated into the results charged by the tax authorities. It should be noted that the condition of dependence or control is not required when the transfer is made to companies established outside Senegal whose tax regime is privileged or in a non-cooperative country.

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.

Value Added Tax

VAT (Value Added Tax) is a tax levied on individuals when they purchase goods or services. Businesses are not liable for this tax, but they are responsible for collecting it on behalf of the government and then paying it back. 18% is the standard rate.