Sloppy SARL articles block bank account opening in 30% of Senegalese cases. APIX sometimes accepts a file that the bank then rejects 15 days later for a missing clause. Drafting articles is the most underrated step — and the most expensive to fix retroactively. Here is the 2026 OHADA template and typical traps.
TL;DR
- 12 mandatory OHADA clauses for Senegal SARL articles
- Notary optional since 2014 except for in-kind contributions
- Most common mistake: overly narrow corporate purpose
- Recommended capital XOF 100,000 (shares of XOF 1,000)
- Notary cost for SARL: XOF 75,000 to 250,000 by capital
The OHADA legal framework for SARL articles
The 2014 revised OHADA Uniform Act (articles 309 to 384) sets the mandatory content of SARL articles. Senegal applies the text without derogation. Articles must be written, signed by all partners and filed at the registry with the RCCM dossier.
The 12 mandatory clauses
- Legal form: SARL or SUARL.
- Corporate name: mandatory "SARL" suffix.
- Registered office: full address in Dakar or elsewhere.
- Corporate purpose: precise yet extensible description of activities.
- Duration: 99 years max, renewable.
- Share capital: amount in figures and letters, in XOF.
- Contributions: cash and/or in-kind, valuation.
- Shares: number, nominal value, allocation.
- Management: name, powers, term length.
- Meetings: quorum, majority, frequency.
- Share transfer: partner approval.
- Dissolution and liquidation: terms and bonus.
Annotated template of critical clauses
Corporate purpose clause: the most tricky
The purpose must be wide enough to cover future activities without amendment (~XOF 30,000 each). Bad: "selling t-shirts". Good: "creation, import, distribution and sale of clothing and textile accessories, wholesale and retail, by all means including e-commerce, in Senegal and abroad".
| Mention | Recommended | Why |
|---|---|---|
| Core activity | Precise + action verb | Tax identification |
| Adjacent activities | Broad enumeration | Avoids future amendments |
| "And all operations..." | Yes as closing | Covers OHADA unforeseen |
| Import-export mention | If relevant | Unlocks DGID licence |
| E-commerce mention | Recommended 2026 | DGID expects explicit mention |
Management clause: powers and term
Management can go to one or several partners or non-partners. Specify:
- Term length (often 4 years, tacit renewal)
- Powers (unlimited except matters reserved to general meeting)
- Compensation (flat fee or annual GM decision)
- Removal conditions (just cause)
Share transfer clause
OHADA default: free transfer between partners, 75% approval for third parties. You can tighten (100% approval) or loosen. Common mistake: copying a French template citing "unanimous consent" — incompatible with OHADA for SARL > 5 partners.
Notary or APIX: who drafts?
Since 2014, SARL articles can be signed privately. In practice, three routes:
- APIX online: template provided free, signatures auto-generated. Fits a simple SUARL at XOF 100,000 capital.
- Notary: mandatory for in-kind contributions, recommended above XOF 5M capital or for complex clauses.
- Lawyer or advisor: XOF 75-150,000, good price-quality balance.
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| Criterion | APIX (free) | Notary (200K+) | Lawyer (100K) |
|---|---|---|---|
| Cost | XOF 0 | XOF 75-250,000 | XOF 75-150,000 |
| Lead time | Immediate | 5-10 days | 3-7 days |
| Customization | Low | High | High |
| Tax advice | None | Limited | Good |
| In-kind contributions | No | Yes mandatory | No |
The 7 common mistakes in 2026
Across 100 rejected or bank-blocked APIX files, 70% trace back to one of these errors:
- Purpose too narrow: forces statutory amendment for every new service.
- Under-funded capital: XOF 50,000 rejected by BICIS, SGS and CBAO in 2026.
- Uncertain registered office: PO Box address rejected.
- Inconsistent share split: 99/1 often flagged by DGID.
- Contradictory transfer clause: "free" and "approval required" cohabiting.
- Non-resident manager without visa: blocks business account opening.
- Missing fiscal year: must be stated (often January 1 - December 31).
How to avoid bank blockers
Before signing, share the draft articles with your future banker (BICIS, Ecobank, CBAO, SGS). 30 minutes of review saves three weeks of friction. Also ask your accountant to validate fiscal year, office and capital.
FAQ
Q: How much does a SARL articles template cost in Senegal in 2026?
A: XOF 0 via APIX (standard template), XOF 75 to 250,000 at a notary depending on capital. A lawyer often offers XOF 100,000 all-in.
Q: Can articles be amended after incorporation?
A: Yes, via Extraordinary General Meeting then RCCM filing. Plan XOF 30,000 plus legal publication. Best avoided: budget broad on purpose and initial capital.
Q: Is a contribution auditor required to bring in a vehicle?
A: Yes once in-kind contributions exceed XOF 5M cumulative or 50% of capital. Below that a sworn declaration is enough, with justified valuation.
Q: Does APIX check the content of articles?
A: Only formal compliance (mandatory clauses present). Substance — viability, tax consistency — is not audited. Hence the value of an advisor.
Conclusion
Articles are the foundation: 3 hours of drafting saves 30 hours of repair later. Favour a broad purpose, credible capital, clear governance. Kolonell supports digital company formation in Senegal end-to-end. Free quote or WhatsApp +221 77 596 93 33.
Mohamed Bah
Fondateur, Kolonell
Passionate about digital and entrepreneurship in Africa, Mohamed has been helping Sénégalese businesses with their digital transformation since 2020. Founder of Kolonell, he believes every SME deserves a professional and accessible online présence.
