Table comparing companies (SA, SARL and SAS): Set up points and Characteristics

 

SA/ SAU

SARL/ SUARL

SAS/ SASU

Observations

Nomber of shareholders

1 or unlimited number

1 or unlimited number

1 or unlimited number

Same

Quality of Shareholders

Each Shareholder May be a person or a company

Each Shareholder May be a person or a company

Each Shareholder May be a person or a company

Same

Liability of shareholder

Liability of shareholder limited to its share contribution rate

Liability of shareholder limited to its share contribution rate.

Liability of shareholder limited to its share contribution rate.

Same

Ownership of the asset

Assets own by the company

Assets own by the company

Assets own by the company

Same

minimum Share Capital

 

10, 000,000 FCFA

 

100,000 FCFA.

 

 

No minimum share capital required. It’s up to the shareholder to decide the share capital amount they want in the status.

 

SAS is more open and flexible

 

 

SARL is flexible, as the amount is not high

 

SA is not flexible

Composition of the share capital (type of share participation)

Share capital composed of :

Share in nature

Share in money

Share in know-how is not admitted

Share capital composed of :

Share in nature;

Share in money

Share in know-how is admitted but will not be a part of the capital

Share capital composed of:

Share in nature

Share in money

Share in know-how is admitted but shall not be transferrable

Same

Payment of the share in money at the moment of the incorporation

At least 1/4of the share in money must be paid during the incorporation. The remaining to be paid within 3 years from the registration date.

At least 1/2 of the share in money must be paid during the incorporation. The remaining to be paid within 2 years from the registration date.

At least 1/2 of the share in money must be paid during the incorporation. The remaining to be paid within 5 years from the registration date.

The advantage and disadvantage depend on the appreciation and the needs

Auditor for valuation of share in nature

Mandatory in case of participation with share in nature or stipulation of certain particular advantages

Mandatory in case of participation with share in nature over 5,000,000 fcfa value

Nothing stated by the law meaning that it is not mandatory

SAS is more flexible

Taxes and Social duties (Social security and Pension)

 

  • Income tax of 30% of profit ;
  • VAT 18%
  • Patent (commercial activity tax, rate and calculation depending on the type of activity and the offices fees
  • Registration and stamp fees (case by case
  • Withholding taxes (on salary staff, on dividend…)
  • Social security fees and Pension fees

Same taxes and social duties as SA and SAS

Same taxes and social duties as SA and SARL

The 3 companies have the same tax regime

In collaboration with

How to contact us

 Lot 130 Sotrac Mermoz, Immeuble Global Santé   |  Dakar - Sénégal
 +221 77 656 59 48
 +221 33 860 83 00