Corporate Governance in Senegal

Senegal

Overview

Senegal’s corporate governance framework is based primarily on the harmonised business-law framework of the Organisation for the Harmonization of Business Law in Africa (OHADA), together with regional financial-market regulation applicable within the West African Economic and Monetary Union (UEMOA). Senegal has been an OHADA State Party since 1995, and the OHADA framework governs important aspects of company formation, administration, shareholder rights, management responsibilities, supervision, financial reporting and corporate restructuring.

The principal company-law framework establishes rules for the constitution and operation of commercial companies and economic interest groups. It regulates different forms of companies, including sociétés anonymes, sociétés à responsabilité limitée and sociétés par actions simplifiées, and sets out provisions concerning shareholders’ meetings, boards and management, directors’ responsibilities, regulated agreements, conflicts of interest, corporate restructuring and dissolution. The framework also provides mechanisms intended to strengthen transparency and oversight within companies.

Several key elements shape corporate governance in Senegal:

  • Shareholders exercise their principal rights through general meetings, including decisions reserved to them under applicable company law and the company’s constitutional documents.
  • Management and directors are responsible for conducting the company’s affairs within the powers established by law and the company’s statutes.
  • The governance structure of sociétés anonymes provides for board-level oversight and mechanisms for supervising management and corporate decision-making.
  • Directors and corporate officers are subject to statutory duties and responsibilities concerning the proper management of the company and the handling of conflicts of interest.
  • Regulated agreements and transactions involving directors or related parties are subject to specific requirements intended to strengthen transparency and protect the interests of the company and its shareholders.
  • Companies are subject to accounting, financial reporting and disclosure requirements established under the OHADA business-law framework.
  • Companies operating in the regional securities market are subject to additional requirements concerning disclosure, financial information, public offerings and continuing obligations.
  • Listed companies on the regional stock exchange are also subject to additional corporate governance principles concerning shareholder information and rights, board composition and independence, board committees, audit oversight, ethics, conflicts of interest and governance reporting.

The regional financial-market framework is administered by the Autorité des Marchés Financiers de l’Union Monétaire Ouest Africaine (AMF-UMOA), which regulates and supervises the financial market of the UEMOA member states. Its responsibilities include regulating public offerings, authorising and supervising market participants, exercising market oversight and applying regulatory and enforcement powers. The regional framework applies to securities issuers and companies whose securities are admitted to trading on the Bourse Régionale des Valeurs Mobilières.

The Bourse Régionale des Valeurs Mobilières operates the organised securities market serving the UEMOA region, including Senegal. Companies whose securities are listed on the BRVM therefore operate under a combination of OHADA company law and regional securities-market requirements. The BRVM’s governance framework itself is based on the OHADA company-law regime, while its listed-company governance principles provide additional expectations concerning board effectiveness, specialised committees, audit, shareholder relations, ethics, conflicts of interest and reporting.

Senegal therefore does not rely on a single economy-wide national corporate governance code. Corporate governance is principally derived from the OHADA company-law framework, supplemented for listed and capital-market companies by the UEMOA regional financial-market regime and the governance requirements applicable to companies listed on the BRVM. This combination provides the principal framework for shareholder rights, board accountability, management oversight, transparency, financial reporting and corporate governance in Senegal.

 

References

OHADA – Droit des sociétés commerciales et du GIE
Acte uniforme relatif au droit des sociétés commerciales et du GIE

OHADA – Sénégal
CNO-OHADA Sénégal

OHADA – Actes Uniformes en vigueur
OHADA – Actes Uniformes

BRVM – Code de Gouvernance des Sociétés cotées
Code de Gouvernance des Sociétés cotées à la BRVM

AMF-UMOA – Réglementation du marché financier régional
AMF-UMOA – Convention et réglementation

 

Contact

Commission Nationale OHADA du Sénégal
Cité Keur Gorgui, Sacré Coeur Pyrotechnique Dakar, Lot N°11, 5ème Etage
Phone: +221 33 825 31 85
Email: commissionohada.senegal@yahoo.fr
Website: OHADA – Sénégal

 

Disclaimer: This information was collected in April 2026 using AI tools and may contain errors or be out of date. Please submit any updates to: admin@ecgi.org

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