Register a Company Under OHADA in the UEMOA Zone 2026: SARL, SAS or SUARL - Choosing the Right Structure

The verdict in three sentences

In the UEMOA-OHADA zone, three structures dominate company creation: the SARL (flexible, 1 to 100 partners, the most common), the SAS (free capital, preferred by fundraising startups) and the SUARL (single member, ideal for a solo entrepreneur). The minimum capital is 0 FCFA for all three, but the real issue is the tax regime (Normal, Simplified or CGU) that depends on your turnover. Choosing the right structure from the start avoids a costly transformation later.

SARL, SAS, SUARL: the structure comparison

Here are the defining differences between the three most-used OHADA structures in 2026, with corporate tax rates for Senegal and Ivory Coast.

The SAS appeals to startups because it allows freely arranged governance and share classes (flexible dividends, multiple voting rights), which venture funds require. The SARL remains the safe bet for SMEs, and the SUARL is the single-member version of the SARL, perfect for a solo founder who wants limited liability.

The tax regime by turnover

The structure choice must be cross-checked with your projected tax regime. In the UEMOA zone, the regime depends on annual turnover.

A classic mistake: creating an ambitious SAS while starting with under 50,000,000 FCFA of turnover, under the CGU regime. The structure must match your real stage, not your dreams. Good news: the SARL-to-SAS transformation is possible later, for 80,000 to 150,000 FCFA of notary fees and a 15 to 30-day timeline.

Mini case study

Moussa launches a tech platform in Dakar and plans to raise funds in 18 months. He hesitates between SARL and SAS. Since an investor will demand preference shares and flexible governance, he picks the SAS directly, avoiding a 120,000 FCFA transformation later. His partner Aida opens a consulting firm alone with an expected turnover of 20,000,000 FCFA: she opts for a SUARL under the CGU regime, simpler and less taxed. Two projects, two structures: the right one depends on the plan, not the trend.

Become a Kolonell business referrer across the UEMOA zone

Do you advise entrepreneurs on their legal structure across UEMOA? Every newly created SARL, SAS or SUARL needs a digital presence. The Kolonell business referrer program pays you for every client introduced, anywhere in the franc zone.

A startup you steer toward a 5,000,000 FCFA marketplace earns you 500,000 FCFA (10 %). A firm taking a 10,000,000 FCFA institutional site is 800,000 FCFA (8 %). You introduce, we build, you collect: no risk, no technical skill required.

FAQ

What is the difference between SARL, SAS and SUARL under OHADA?

The SARL suits SMEs (1-100 partners, simple management), the SAS offers flexible governance preferred by fundraising startups, and the SUARL is the single-member SARL for a solo entrepreneur. All three have a 0 FCFA minimum capital.

Which structure should I choose if I want to raise funds?

The SAS is the most suitable: it allows preference shares, tailor-made governance and flexible dividends, the usual requirements of venture funds in the UEMOA zone.

Which tax regime for a small business?

Below 50,000,000 FCFA of turnover, the CGU (Single Global Contribution) regime is the simplest. Between 50 and 100 million, it is the Simplified Real; above, the Normal Real.

What is the corporate tax rate in UEMOA?

It varies by country: about 30 % in Senegal and 25 % in Ivory Coast in 2026. This rate can influence the country choice as much as the legal structure.

Can you transform a SARL into a SAS later?

Yes. The SARL-to-SAS transformation costs 80,000 to 150,000 FCFA in notary fees and takes 15 to 30 days. But anticipating the right structure from the start avoids this cost.

Let's talk about your project. SARL, SAS or SUARL: once registered, let's give your company a site that converts, or become a referrer and earn up to 15 %. WhatsApp +221 77 596 93 33.