RCCM: Everything you need to know about the commercial register in Senegal

📖 The Trade and Personal Property Credit Register in Senegal: who is eligible, where and how to register, at what cost, what documents to provide for swift action?

Introduction

The Trade and Personal Property Credit Register (RCCM) was established by the provisions of the OHADA Uniform Act Relating to General Commercial Law (the Uniform Act).

For the record, registration with the RCCM gives rise to a presumption of merchant status within the meaning of the Uniform Act. This presumption does not apply to non-trading natural persons whose registration in the RCCM is required by law, or to legal persons who are not deemed to be traders by virtue of this Uniform Act, the Uniform Act relating to Commercial Companies and Economic Interest Groups or a specific legal provision.

Registration with the RCCM obliges the person concerned to indicate on invoices, order forms, price lists and commercial documents, as well as on all correspondence, his or her number and place of registration with the RCCM.

Who is eligible for RCCM registration?

Any individual or legal entity wishing to carry on a commercial activity may register with the RCCM. This procedure must be undertaken by the interested party himself or by a duly authorized person.

For the record, the OHADA uniform act on general commercial law stipulates that the exercise of a commercial activity is incompatible with the exercise of the following functions or professions:

• civil servants and employees of public authorities and companies with public shareholdings ;
• judicial officers and auxiliaries: lawyers, bailiffs, auctioneers, stockbrokers, notaries, court clerks, administrators and liquidators;
• chartered accountant and chartered accountant, auditor, legal advisor, shipbroker ;
• more generally, any profession whose practice is subject to regulations prohibiting the combination of this activity with the practice of a commercial profession.

Which companies are involved?

The Uniform Act on commercial companies and economic groupings stipulates that, with the exception of joint ventures, all companies must be registered with the RCCM (article 97).

Registration in the Trade Register gives the company legal personality. It also enables you to benefit from a single tax identification number needed to carry out commercial transactions, pay taxes and benefit from certain tax advantages. It enables companies to comply with the commercial regulations in force in Senegal, and to protect themselves against potential disputes with third parties.

This is an important step for all companies wishing to do business in Senegal.

What is the role of the commercial register?

The purpose of creating the RCCM is to :

• enable those subject to the RCCM registration formality to apply for registration, to obtain their registration number as soon as their application is filed, and to complete the other formalities provided for by the uniform act and any other legal provision;
• enable entrepreneurs to make their business declaration, to obtain their business declaration number as soon as it is filed, and to complete the other formalities provided for by this Uniform Act and any other legal provision;
• provide access to information held by the RCCM for taxable persons and third parties;
• meet the requirements of security, speed, transparency and fairness necessary for the development of economic activities;
• receive registrations relating to the leasing contract and to the securities provided for by the Uniform Act on the organization of securities or by any other legal provision.

What documents do I need to submit to the commercial register?

The documents to be submitted to the regional court in the place where the business activity is carried out vary depending on whether the applicant is an individual or a legal entity.

For registration in the trade register of natural persons

The following documents are required:

• An extract from the criminal record not more than 3 months old;
• certificate of residence ;
• certified photocopy of national identity card ;
• a 2,000 FCFA tax stamp; and
• registration fee of 1,000 FCFA.

Note: if you are a foreign national, you must provide a police record extract from your country of origin or a certificate of good conduct (embassy or consulate), as well as a police record issued by the Dakar Court of Appeal and a copy of your passport or consular card.

To register legal entities in the commercial register

For GIEs (economic interest groupings)

• the minutes of incorporation of the GIE ;
• internal regulations ;
• the GIE’s articles of incorporation ;
• a copy of all members’ identity cards or passports
• the GIE Chairman’s criminal record
• registration fee of 10,000 FCFA for registration
• a stamp fee of CFAF 2,000
• OAPI fees of 20,000FCFA

Note: the following documents must be drawn up in 3 copies and registered with the tax authorities: minutes, internal rules and articles of association.

For other legal entities (companies) :

• a form containing the following information, as provided for in article 46 of the OHADA uniform act on general commercial law:
  • company name ;
  • if applicable, the acronym or sign ;
  • the activity or activities carried out ;
  • the form of the legal entity ;
  • where applicable, the amount of share capital, indicating the amount of cash contributions and the valuation of contributions in kind;
  • the address of the registered office and, if applicable, that of the main establishment and of each of the other establishments;
  • the duration of the company or legal entity as set out in its bylaws or founding document;
  • the surnames, first names and personal addresses of partners who are indefinitely and personally liable for the company’s debts, with details of their date and place of birth, their nationality, where applicable, the date and place of their marriage, the matrimonial regime adopted and any clauses opposable to third parties restricting the free disposal of the spouses’ assets, or the absence of such clauses, as well as applications for separation from bed and board;
  • surnames, first names, date and place of birth, and domicile of the managers, directors or partners with general authority to bind the legal entity or group;
  • the surnames, first names, dates and places of birth and domiciles of the statutory auditors, where their appointment is provided for in the Uniform Act relating to the Law on Commercial Companies and Economic Interest Groups;
  • or any other indication provided for by a specific legal provision.
• a certified copy of the articles of association or founding deed ;
• the declaration of regularity and conformity or the notarized declaration of subscription and payment;
• a certified list of managers, directors, officers or partners who are indefinitely and personally liable or who have the power to bind the company or legal entity;
• a declaration signed by the applicant stating that he/she is not subject to any legal prohibitions;
• where applicable, prior authorization to operate the applicant’s business.

Note: In Senegal, companies are set up mainly by notaries, who draw up the articles of association in conjunction with the investors and forward them to the RCCM for registration.

How much does it cost to register with the RCCM?

a) For registration in the trade register of natural persons

FCFA 22,000, broken down as follows

• a registration fee of 10,000 FCFA;
• 2,000 FCFA tax stamp;

if there is a trade name, 10,000 FCFA for OAPI, the organization responsible for protecting company names.

b) For entry in the trade register of legal entities: GIE

32,000 FCFA, broken down as follows:

• registration fee of 10,000 FCFA
• 2,000 FCFA tax stamp
• OAPI fee of 20,000 FCFA

How long does it take to process an application for registration with the RCCM?

If you have all the documents you need to register with the RCCM, you will receive your login and password the same day.

We advise you to keep a photocopy or digital copy of the document in case of loss.

What is the NINEA and how to obtain it in Senegal?

The National Identification Number for Enterprises and Associations (NINEA) is the unique number by which a natural or legal person is registered in this directory. In principle, all persons carrying on business in Senegal must be listed in a directory of taxpayers, establishments and associations, providing satisfactory identification to facilitate administrative procedures.

The NINEA is requested from the tax services center (CSF) where the person concerned is domiciled for tax purposes. You must provide :

• a handwritten request;
• photocopy of national identity card (for individuals) ;
• 1,000 FCFA tax stamp;
• a photocopy of the registration certificate;
• a photocopy of the rental contract or deed of ownership for the business premises.

Apart from the tax stamp enclosed with the application, the NINEA is issued free of charge.

Information on how to apply for a NINEA is available on the website of Senegal’s Ministry of Finance and Budget.

Is it possible to set up a company online?

Incorporation of joint-stock companies is carried out as follows at the Bureau d’appui à la création d’entreprise (BCE):

• deposit the capital with a notary and draw up the articles of association, which must be signed by all founding partners or their authorized representatives ;
• submission of the file by the notary via the electronic company creation platform (Orbus-entreprise), for registration of the constitutive acts and the company’s registration (RC, NINEA, Declaration of Establishment) within 24 hours;
• legal announcements relating to company incorporations and modifications are made online, on the BCE website or by the notary in an authorized newspaper.

APIX and RCCM

APIX is the Agence Nationale chargée de la Promotion de l’Investissement et des Grands Travaux. This is a Senegalese government agency responsible for promoting domestic and foreign investment and facilitating the implementation of major infrastructure projects in the country. Founded in 2000, APIX works closely with companies and investors to facilitate investment projects and encourage economic development in Senegal.

The Bureau de Création d’Entreprise is a branch of APIX whose main objective is to help entrepreneurs formalize their activities, within 48 hours.

A number of Senegalese ministries and administrative bodies (Ministry of Justice, MEFP, ANSD, Ministry of Labor, Social Dialogue and Relations with Institutions, OAPI) are represented at this office, and all are essential for setting up a business or company.

The BCE registers the company’s articles of association, declares the opening of an establishment, and issues the trade register, tax ID and declaration of existence.

APIX provides investors with a business creator’s guide that can be downloaded from the agency’s website.

To find out more :

• How do you set up a start-up in France?
• What is the tax regime for start-ups in Côte d’Ivoire?
• Creating a startup in Morocco: the essential steps
• How to create a startup in Côte d’Ivoire