Table comparing companies (SA, SARL and SAS): Management and Control

 

SA

SARL

SAS

 

Management

  • One Person as Chairman -and CEO or, A Chairman of Board of Directors and a CEO
  • A general Administrator

One or many Managers. They must be physical persons, shareholder or not

  • A President is mandatory
  • In addition to the President it is possible to appoint a CEO and Deputy CEO.

SAS is more flexible

 

SA is not flexible

Management and Control

  • An SA can be created with only one General Administrator, then without a Board of Director
  • An SA can be created with a Board of Directors composed of 3 to 12 Director board members (person or company)
  • Board of Directors is not admitted in a SARL
  • Possibility to have a committee of control

Possibility to have a board of Directors mentioned in the bylaws

 

Decision making by shareholders

The decisions of the shareholders are taken through the Ordinary General Assembly or Extraordinary General Assembly or Special Assembly of shareholders.

The decisions of the shareholders are taken through the Ordinary General Assembly or Extraordinary General Assembly of shareholders.

The decisions of the shareholders are taken through the Ordinary General Assembly or Extraordinary General Assembly of shareholders

Same

Pouvoirs des dirigeants

 

 

 

 

 

 

 

 

The President and CEO, the chairman or the CEO have all power to act on behalf of the company before the third parties

The board of Directors shall determine the guideline of the company’s activity and shall control its execution by doing any control and checking needed

The board will adopt the financial statements and will draft the activity Management report for the shareholders.

 

The Manager(s) have all power to act on behalf of the company before the third parties, subject to the power granted to the shareholders

 

 

The President and CEO, the chairman or the CEO have all power to act on behalf of the company before the third parties. The limitations set out in the bylaws are not opposable against third parties

 

Same

Responsabilité des dirigeants

The directors/Managers are either individually or jointly liable to the Company or to third parties, either for infringements of the applicable laws or regulations, or for breaches of the articles of association or for faults committed in their management.

The Managers are either individually or jointly liable to the Company or to third parties, either for infringements of the applicable laws or regulations, or for breaches of the articles of association or for faults committed in their management.

The directors/Managers are either individually or jointly liable to the Company or to third parties, either for infringements of the applicable laws or regulations, or for breaches of the articles of association or for faults committed in their management

Same

Auditors

 

 

 

 

It is Mandatory to have at least one auditor in a SA company

 

 

 

 

  • Not mandatory

 

  • Mandatory if two of these conditions are met:

- total balance sheet is more than 125, 000, 000 FCFA.

- the annual turn over is above 250, 000, 000 FCFA.

- the permanent staff number is above 50 persons.

  • Not mandatory

 

  • Mandatory if two of these conditions are met:

- total balance sheet is more than 125, 000, 000 FCFA.

- the annual turn over is above 250, 000, 000 FCFA.

- the permanent staff number is above 50 persons.

- is controlling one or many companies or it is controlled by one or many companies

SA is not flexible on this point

 

SARL and SAS are quite the same on this point

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