Best Investment & Business Structuring Lawyers in Dakar

1. About Investment & Business Structuring Law in Dakar, Senegal

Investment and business structuring law in Dakar covers how a company is formed, owned, and reorganized, including foreign participation, governance, and compliance. It also governs incentives, permits, and cross-border movements of capital and profits. Practical matters include choosing the right legal form, drafting foundational documents, and meeting regulatory filings with the competent authorities.

In Dakar, the process is coordinated through national rules that apply across Senegal, with local offices and centres of formalities that streamline registrations. The key ministries and agencies involved include the Agency for Investment Promotion and Large Projects (APIX) and the relevant tax and customs authorities. Understanding these authorities helps minimize delays and avoid non-compliance penalties.

For investors and business owners, a solid grasp of the statutory framework improves risk management and planning. It also supports efficient corporate structuring for tax planning, financing, and governance. Always verify current texts with official sources to reflect recent amendments or new procedures.

Key official resources you can consult include APIX for investment processes, the Journal Officiel for the texts of laws, and BCEAO for currency and cross-border rules. See the links in the citations section for direct access to these sources.

Sources: APIX - Agence nationale de la promotion des investissements et des grands travaux; Journal Officiel du Sénégal; BCEAO. APIX, Journal Officiel, BCEAO.

2. Why You May Need a Lawyer

Starting or restructuring a business in Dakar often requires tailored legal guidance to align with local practice and regulatory requirements. A lawyer can help anticipate regulatory hurdles and reduce disruption.

• Forming a Senegalese company (SARL or SA) for a foreign investor. A lawyer drafts the articles of association, appoints directors, and ensures RCCM registration is accurate. Missteps can delay incorporation by weeks. An attorney also helps navigate local ownership limits where applicable.
• Structuring an investment with incentives or exemptions. Determining eligibility for investment incentives under the Investment Code and preparing the necessary documentation avoids lost incentives and audits. A lawyer coordinates with APIX and tax authorities to confirm status.
• Mergers, acquisitions, or joint ventures with a Senegalese partner. Due diligence, shareholder agreements, and compliance with corporate governance rules require careful drafting. A solicitor helps negotiate protections for minority interests and regulatory approvals.
• Regulatory licensing and environmental or sector-specific permits. Projects in construction, manufacturing, or transport require sector licenses and environmental impact assessments. A lawyer guides the permit sequence and liaises with the appropriate ministries.
• Drafting or updating shareholders agreements and corporate governance docs. Clear provisions on voting, transfer of shares, and dispute resolution reduce later friction. A local attorney ensures alignment with Senegalese corporate norms.
• Repatriation of profits and cross-border transfers. Cross-border capital movements are subject to BCEAO and foreign exchange rules. A lawyer ensures compliance to avoid regulatory blocks or tax issues.

3. Local Laws Overview

Code des investissements du Sénégal (Investment Code). This framework governs incentives, eligibility criteria, and procedures for obtaining investment benefits. It shapes how investors structure ownership, financing, and project development for domestic and cross-border ventures. The text is implemented and updated through official publications and APIX guidance.

Code du commerce (Commercial Code). This code regulates corporate formation, governance, dissolution, and the rights and obligations of shareholders in Senegal. It is essential when choosing between structures such as SARL, SA, or other entities, and it interacts with RCCM registrations and local notarial requirements.

Règles de changes et transferts de capitaux (foreign exchange rules) under BCEAO. The Central Bank of West African States governs currency exchanges and repatriation of funds, affecting how profits and capital can move across borders. Changes in exchange rules can impact timing and methods of remittance. For authoritative texts, consult BCEAO resources.

Practical note on updates. Recent regulatory reforms aim to facilitate investment while preserving compliance, including streamlined registration processes and sector-specific incentives. Always confirm the current texts and procedures with official sources before signing documents.

Official sources to verify laws and procedures include APIX for investment processes, the Journal Officiel for definitive law texts, and BCEAO for currency rules. See the citations section for direct links to these resources.

4. Frequently Asked Questions

What is the Senegal Investment Code and who enforces it?

The Investment Code sets out incentives and eligibility criteria for investments. It is administered through APIX and relevant ministries, with oversight by national authorities. A lawyer helps determine eligibility and prepare the required declarations.

How do I start a business in Dakar and what are the first steps?

Choose a legal form, draft the articles of association, and file with the RCCM via the Centre des Formalités des Entreprises. A local attorney ensures compliance with all requirements and timelines.

What documents are required to form a SARL in Dakar?

Founders' IDs, company name reservation, articles of association, capital declaration, and proof of address are typical. A lawyer customizes documents to reflect local corporate rules and ownership structures.

How long does it take to register a company in Dakar?

Registration typically takes 1-4 weeks after documents are complete, depending on authorities and document accuracy. A lawyer can help expedite by ensuring timely filing and responses.

Do foreigners can own 100 percent of a Senegalese company?

Foreign ownership is allowed in many sectors, but some activities require local participation or regulatory approval. A lawyer advises on sector-specific restrictions and structuring options.

What is RCCM and why is it required for new companies?

RCCM stands for the Register of Commerce and Movable Credit. It standardizes company registration and legal existence. A lawyer helps prepare RCCM filings to avoid registration delays.

How much tax do new investments typically pay in Senegal?

Tax liability depends on the corporate structure, sector, and incentives claimed. A local lawyer or tax advisor provides a tailored estimate and planning options.

What’s the difference between SARL and SA when structuring a business?

A SARL is usually suited for smaller, closely held ventures with limited liability, while an SA suits larger ventures with multiple shareholders. A lawyer helps select the most appropriate form and draft compliant constitutive documents.

Do I need to hire a local lawyer for investment structuring?

Local counsel helps navigate registration, permits, and compliance with Senegalese corporate law. A specialized lawyer can also coordinate with APIX and tax authorities to avoid delays.

Can profits and dividends be repatriated to a foreign owner?

Repatriation is subject to BCEAO rules and foreign exchange compliance. A lawyer can plan the timing and method to minimize obstacles and taxes.

Where can I obtain licenses or permits for a specific sector in Dakar?

Permits are issued by sectoral ministries and local authorities. A lawyer coordinates the filing, ensures documentation is complete, and tracks the approval timeline.

Is there a standard timeline for environmental or construction permits in Dakar?

Permits often take several weeks to months, depending on project scope and impact assessments. A lawyer helps prepare environmental documents and manage the approval process.

5. Additional Resources

• APIX - Agence nationale de la promotion des investissements et des grands travaux. Official intermediary for investment promotion and the one-stop shop for business creation in Senegal. https://www.apix.sn
• Journal Officiel du Sénégal - Official publication for enacted laws, decrees, and regulatory texts. Use for precise legal citations and dates. https://www.jo.gouv.sn
• BCEAO - Central Bank for West African States; governs foreign exchange and cross-border capital movements in Senegal. https://www.bceao.int
• ANSD - Agence Nationale de la Statistique et de la Démographie; official economic data and indicators for planning investment projects. https://www.ansd.sn
• World Bank - Doing Business in Senegal - International benchmarking and regulatory context (for reference). https://www.doingbusiness.org

6. Next Steps

1. Define your investment objective and preferred legal form (SARL, SA, etc.) based on ownership and governance needs.
2. Identify a local lawyer or law firm with Senegal-specific experience in investment structuring and corporate registrations.
3. Collect and organize documents required for company formation, licensing, and due diligence (founders, identity, address, etc.).
4. Consult APIX and confirm any incentives or exemptions you may qualify for, and prepare the required incentive applications.
5. Draft and review foundational documents (Articles of Association, shareholder agreements, and any joint-venture contracts) with your lawyer.
6. Initiate RCCM registration and file the necessary permits with sectoral ministries as applicable to your project.
7. Plan compliance with BCEAO foreign exchange rules for any capital movements or profit repatriation, with ongoing tax planning support.