A Société Anonyme (SA) is a type of business structure that is equivalent to a public limited company (PLC) in the UK or a corporation in the US1. It is designed for larger companies and is suitable for raising capital from numerous investors. The SA structure limits the owners’ personal liability and allows the company to be recognized as a legal entity that can own property, enter contracts, and be held liable for its actions
The formation of a Société Anonyme is done in two steps:
At the Notary’s Office:
- Drafting of the Articles of Association: These must be signed by all founding associates or their representatives with the appropriate power of attorney.
- Signing of the Minutes of Formation: This is the official record of the company’s establishment.
- Issuance of a Compliance Declaration: A document confirming that the company complies with legal requirements.
- Capital Deposit: The capital must be deposited with the notary or in a bank account named “Company in Formation Account”. The account is unlocked immediately after the company’s registration in the Commercial and Personal Property Credit Register (RCCM).
- Notary Fees: Approximately 700,000 FCFA for a capital of 10,000,000 FCFA.
At the Business Creation Support Office (BCE) of APIX:
- Registration of Constitutive Acts: The official registration of the company’s formation.
- Registration in the Commercial and Personal Property Credit Register: The company is entered into the commercial register.
- Registration in NINEA: Obtaining the National Identification Number of Enterprises and Associations.
- Publication in the Legal Announcements Journal: Official announcement of the company’s formation.
- Required Documents:
- A criminal record less than 3 months old; or a sworn declaration, available from the notary, filled out and signed by the Manager, or a criminal record less than 3 months old from the country of origin (for foreigners).
- A photocopy of the identity card of the associates.
- Registration fees: 1% of the Capital if it is greater than 10,000,000 FCFA. For real estate contributions, expect a surcharge of 3% of the value of the contribution for registration rights.
The two-step process ensures that the SA is properly established with all legal formalities completed. The first step involves legal documentation and capital deposit, while the second step involves official registration and publication, making the company ready for business operations
