Raising pre-seed / seed in Senegal in 2026: the real legal terrain
The West African venture capital market reached USD 1.8 billion in 2025 (Partech Africa Tech Venture Capital Report). Senegal saw 47 pre-seed/seed rounds between January 2024 and April 2026, including Wave (Series B), Tiak Tiak, PayDunya, Yobante, Bamboo. But most founders lose 8-30% of their cap table through legal naivety — poorly negotiated VC clauses, instruments unsuited to OHADA, disastrous due diligence.
Here is the 2026 legal guide to raising properly in pre-seed (50-300K USD) and seed (300K-2.5M USD) in Senegal.
H2: Funding instruments available in OHADA
1. Classic capital increase (cash in). Procedure article 562 AUSCGIE. Shareholders EGM, contribution commissioner report if in-kind contributions, bank fund deposit, publication, RCCM. Delay 4-8 weeks. Heavy but secure.
2. Convertible Note (OCA — Convertible Bonds to Shares). Article 822 AUSCGIE. The startup issues bonds convertible into shares at a future event (next round, exit, maturity). Heavily used in pre-seed: no valuation needed now, simplicity, speed (2-4 weeks). Typical discount 15-25%, valuation cap 1-5M USD post-money in 2026 Senegal pre-seed.
3. SAFE (Simple Agreement for Future Equity) — OHADA adaptation. US SAFE is not directly transposable (instrument not governed by AUSCGIE). 2026 solution: SAFE = unilateral promise to issue shares at a future event, contractualized under OHADA. Janngo Capital and Partech use this assembly with Mauritius SAS holding + Senegal subsidiary.
4. BSA (Share Subscription Warrants). Article 822 AUSCGIE. Allows holder to subscribe shares at defined price, within defined period. Used for anti-dilution, VC sweeteners, advisors.
5. Preferred shares. Article 778-1 AUSCGIE. Essential VCs. Liquidation preference, anti-dilution, special voting rights, priority dividends.
H2: Term sheet — critical clauses to negotiate
Term sheet (3-8 pages) precedes SPA (Share Purchase Agreement, 40-80 pages). Everything is decided at term sheet — after, near-impossible to renegotiate.
Pre-money valuation. Senegal pre-seed 2026: 800K - 3M USD. Seed: 3-12M USD. Series A: 12-45M USD. ARR multiples: 10-25x B2B SaaS, 5-15x marketplace, 3-8x service.
Liquidation preference. Request 1x non-participating (VC gets 1x their stake OR their pro-rata above). Refuse: 2x participating (VC takes 2x stake THEN pro-rata).
Anti-dilution. Three variants: full ratchet (toxic for founders), broad-based weighted average (acceptable), narrow-based weighted average (severe). Negotiate broad-based.
Drag-along. Allows shareholder threshold (typically 50-75%) to impose a sale on all. 2026 standard: 75%, with valuation floor (impossible drag below 2x last valuation).
Tag-along. If founders sell, VCs can sell proportionally. Accepted standard.
Veto rights / Reserved matters. Decisions requiring VC approval: annual budget, CEO/CFO hiring, loans >X, M&A, new country opening. List limited to 8-12 items max.
Founder vesting. 2026 standard: 4 years, 1-year cliff. Reverse vesting: founders lose shares if they leave early. Negotiate accelerated vesting upon termination without cause or exit.
ESOP (BSPCE-equivalent). Pool dedicated to key employees. Pre-seed standard: 5-10%. Seed: 10-15%. Pre-money or post-money (prefer pre-money — VC dilutes).
Information rights. Monthly reporting (KPIs), quarterly board meetings, annual audited accounts.
Board composition. Pre-seed: 3 seats (2 founders + 1 VC). Seed: 5 seats (2 founders + 2 VCs + 1 independent).
H2: Due diligence — 2026 VC checklist
Serious VCs (Partech Africa, Janngo Capital, Orange Ventures Africa, Founders Factory Africa, Norrsken22) do 4-12 weeks of DD:
Legal. Up-to-date articles, RCCM, shareholder/share movement register, existing shareholders agreement, key contracts (top 10 clients, critical suppliers), ongoing litigation, intellectual property (cf Pair 4), GDPR/Senegal Data Protection Law 2008-12 compliance.
Accounting. Last 3 fiscal years, balance, general ledger, audited financial statements if available, regulated agreements, tax/social debts.
Tax. Tax clearance (General Tax Directorate), CIPRES (social security), VAT, withholding taxes.
HR. Employment contracts (permanent/fixed-term), Senegalese Labor Code compliance (law 97-17), founder compensation, granted BSPCE/options.
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Tech. Code review, cloud infrastructure, open source dependencies (licenses), security (audit), scalability.
Commercial. Pipeline, CAC/LTV, cohorts, churn, recurring contracts.
DD cost for startup: 3-15 M FCFA (lawyer + accountant + response structure).
H2: Exit clauses to anticipate from seed
Drag-along (seen above).
Tag-along (seen above).
ROFR (Right of First Refusal). Before selling to third party, must offer to other shareholders.
ROFO (Right of First Offer). Variant: ask others if they want to buy before seeking third parties.
Liquidation waterfall. Payment order at exit: creditors > VC liquidation preference > ESOP pool > common (founders).
Earn-out (if M&A). See Pair 5.
H2: 2026 concrete examples
Tiak Tiak (Senegal agri-marketplace). Pre-seed Janngo Capital + Orange Ventures Africa, June 2025: 850K USD via convertible note (cap 4M USD, discount 20%). Conversion at November 2025 seed: 3.2M USD at 9M USD pre-money (Partech Africa lead).
PayDunya (fintech). 2022 seed, 1.7M USD. 2024 Series A, 12M USD (Adaverse + Orange Ventures Africa). Founders cap table diluted to 38% post-Series A (healthy).
Yobante Express (logistics). 2020 pre-seed (450K USD), 2022 seed (2.8M USD), 2024 pre-Series A (5.5M USD bridge). Founder vesting 4 years 1-year cliff, ESOP 12% post-seed.
FAQ
Convertible note or capital increase in pre-seed?
Convertible note for 80% of 2026 Senegal pre-seed cases: fast (2-4 weeks), no valuation to negotiate now, automatic conversion at seed. Capital increase only if VC requires it (rare in pre-seed).
Which VC to target for Senegal pre-seed?
Partech Africa (50-500K USD pre-seed), Janngo Capital (50-300K), Orange Ventures Africa (100-500K), Norrsken22, Founders Factory Africa (accelerator + 80-150K). Angels: Kossi Amessinou, Tidjane Deme, Cellou Diallo.
How much does a Senegal seed closing cost?
Startup lawyer: 4-12 M FCFA. VC lawyer (paid by startup in practice): 6-18 M FCFA. Notary (if classic EGM): 800 KFCFA-2.5 M FCFA. Total: 12-35 M FCFA, generally deducted from raised amount.
What is acceptable dilution at pre-seed and seed?
Pre-seed: 10-20% dilution. Seed: 18-25% dilution. Beyond 30% cumulative end of seed: alarm — you negotiated badly or raised too early.
Need a Mauritius / Delaware holding?
2026: Mauritius holding useful if pan-African ambition + anticipated international exit. Delaware (USA): relevant if US market targeted (rare in Senegal early stage). Local Senegal pre-seed/seed: direct Senegal SAS acceptable. Holding can be created in Series A flip.
Let's discuss your raise
Kolonell supports founders in the legal structuring of their pre-seed/seed (term sheet, due diligence, VC negotiation). 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.
