Share capital is the first line your Senegalese banker reads. Too low, your business account opening fails. Too high, you lock up cash for nothing. Since the 2014 OHADA reform, there is no longer a legal minimum for SARL — but banking and tax reality enforces one. Here are the 2026 rules of the game.
TL;DR
- Legal SARL minimum: none since 2014 (OHADA)
- Recommended capital for Senegalese banks: XOF 100,000 minimum
- Shares: free nominal value, often XOF 1,000 or 10,000
- Paying up: 100% at subscription for cash contributions
- In-kind contributions: auditor mandatory above XOF 5M
The OHADA 2014 framework and after
The OHADA Uniform Act revised in January 2014 removed the SARL minimum capital (previously XOF 1M). The liberalisation aimed to encourage entrepreneurship across the 17 signatory countries. Senegal applies the rule without derogation.
Three structuring principles
- Amount freedom: XOF 1,000 is theoretically enough.
- Full paying-up: all cash capital must be paid at subscription.
- Indivisibility: capital is split into shares of equal, freely set value.
Legal capital vs "bankable" capital
OHADA theory says XOF 1 is doable. Senegalese practice says otherwise. Major banks (BICIS, SGS, CBAO, Ecobank, UBA) apply their own internal floors to open a business account.
Observed 2026 thresholds by bank
| Bank | Min. capital accepted | Note |
|---|---|---|
| BICIS | XOF 100,000 | Strict, requires paying-up certificate |
| Société Générale Sénégal (SGS) | XOF 100,000 | Like BICIS |
| CBAO Attijariwafa | XOF 100,000 | Branch-dependent |
| Ecobank | XOF 50,000 | More flexible, open to startups |
| UBA | XOF 100,000 | Wants business plan |
| Banque Atlantique | XOF 50,000 | Very SME-friendly |
| Orabank | XOF 100,000 | Strict in sensitive sectors |
Practical takeaway: aim XOF 100,000 minimum to stay compatible with every bank.
Recommended capital by ambition
| Profile | Recommended capital | Why |
|---|---|---|
| SUARL freelancer | XOF 100,000 | Bank OK, simple |
| Services SME 2-3 partners | XOF 500,000 - 1M | Supplier credibility |
| Agency with employees | XOF 1M - 5M | B2B client trust |
| Planned fundraising | XOF 5M+ | Investors check |
| Public tenders | XOF 10M+ | Often required by RFP |
Cash contributions: procedure
Cash capital must be deposited in a frozen account before signing articles, or paid right after registration.
- Step 1: open a provisional capital account (bank or notary).
- Step 2: deposit cash (transfer, certified cheque, watch AML on cash above thresholds).
- Step 3: obtain the bank or notary paying-up certificate.
- Step 4: attach the certificate to the APIX/RCCM dossier.
- Step 5: capital is unfrozen after registration, transferred to the operating account.
Paying-up certificate: critical piece
Without this certificate APIX refuses registration. The bank issues it after verifying partner identity (AML). Lead time: 24 to 72 hours by bank.
In-kind contributions: specific rules
An in-kind contribution (vehicle, equipment, real estate, business goodwill) must be:
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- Valued by partners or by a contribution auditor.
- Described precisely in the articles.
- Legally transferred to the company (notary deed for real estate).
When is an auditor mandatory?
| Situation | Auditor required? | Indicative cost |
|---|---|---|
| Contribution < XOF 5M and < 50% capital | No | XOF 0 |
| Contribution > XOF 5M or > 50% capital | Yes | XOF 200-500,000 |
| Real estate | Yes + notary | XOF 500,000+ |
| Business goodwill | Yes | XOF 300-700,000 |
The auditor is a chartered accountant or a statutory auditor registered with ONECCA Senegal. The report engages their civil and criminal liability.
Capital increases and reductions
Capital is not frozen. It can be increased (investor entry, reserve capitalization) or reduced (losses, partner exit). Each operation follows EGM + statutory amendment + RCCM.
- Increase via new contributions: 75% EGM, paying-up, certificate, RCCM update.
- Increase via reserve capitalization: no cash, EGM resolution only.
- Reduction driven by losses: mandatory if equity drops below 50% of capital.
- Reduction unrelated to losses: possible refund to partners.
- Average cost: XOF 30,000 to 80,000 per operation (registry + publication).
Negative equity trap
If equity drops below 50% of share capital, OHADA requires an EGM within 4 months to decide on continuation or dissolution. Otherwise, any third party can ask the court to dissolve.
FAQ
Q: Can you incorporate a SARL in Senegal with XOF 1,000 capital?
A: Legally yes. Practically no: no serious bank will open a business account at that level. Aim XOF 100,000 minimum to clear the bank filter.
Q: Can share capital be in foreign currency?
A: No. Capital must be in XOF. Foreign investor contributions are converted at the BCEAO rate of the paying-up date.
Q: Can a partner contribute skills?
A: Yes (industry contribution), but it does not form share capital. It grants beneficial shares without nominal value. Rare in practice.
Q: What if the capital is not fully paid up?
A: For a SARL, prohibited: paying-up must be full at cash subscription. For a SA, partial paying-up is allowed (quarter minimum). Sanction: contribution nullity.
Conclusion
Low capital = bank shuts the door. Too high a capital = dead cash. The Senegalese SME sweet spot lies between XOF 100,000 (SUARL freelancer) and XOF 5M (ambitious SME). Kolonell supports capital sizing, articles drafting and bank deposit. 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.
