An NGO is an association that has received accreditation  

It's important to note that in Senegal, an NGO is an association or a non-profit organisation.  a foreign NGO that has received approval from the Ministry of the Interior. To be recognised as an NGO, the association must have been in existence for at least two years in Senegal or abroad. Foreign NGOs must have at least two years' experience. The application for approval is sent to the Minister of the Interior, who has two months in which to make a decision.

Possible grounds for refusal of approval

Approval may be refused in cases where the NGO engages in illegal or discriminatory activities or aims to promote the rights of LGBTQ people (in Senegal, criminal law punishes same-sex relationships).

Refusal of approval may be appealed to the administrative courts[1] and a new application for approval may be submitted after a period of twenty-four months.

Tax benefits of approval

The approval grants tax benefits on the equipment used to make the investments, for a period of two years. The NGO benefits from exemption from duties and taxes on equipment imported or acquired locally. Vehicles imported or purchased locally are also exempt from import duties and taxes.

In the six months following their installation, the NGO's non-Senegalese staff and members of their families are exempt from duties and taxes on imported furniture and personal effects.

Obligations of the NGO

The NGO must :

• Register with the National Directory of Companies and Associations to obtain a NINEA number;
• File a declaration of existence with the tax authorities ;
• Submit an investment programme that must be approved jointly by the Ministers of the Interior and the Budget;
• Produce a quarterly activity report for submission to the prefecture;
• Produce a technical and financial report once a year for submission to the Minister for the Interior;
• Have your accounts audited once a year;
• Declare once a year the sums paid to Senegalese employees and third parties not employed by the NGO;
• Remit tax owed by non-exempt employees, financial backers and service providers.

Possibility of concluding a headquarters agreement for foreign NGOs

The foreign NGO may conclude a headquarters agreement with the government of Senegal. The headquarters agreement is an agreement concluded with the State of Senegal. The conclusion of a headquarters agreement confers consular and diplomatic privileges on non-Senegalese staff during the period of validity of the investment plan.

Penalties

If an NGO breaches its obligations or Senegalese law, its approval may be withdrawn and its headquarters agreement may be terminated. If approval is withdrawn, a new application may be submitted within 24 months of the withdrawal.

in cases provided for by specific laws.

[1] Supreme Court.

The period of setting up a company is comparable to the seduction phase preceding a romantic relationship. The future seems promising, and you believe very strongly in the project and its partners. At this stage, the problems that could arise are either not perceived or overlooked. This blind phase should not obscure the fact that, as in a marriage, you make a commitment to your partners for better or for worse. As in any human relationship, there will be moments of euphoria. Differences of opinion can be stimulating, but they can sometimes paralyse the running of the company. The diversity of problems encountered in the life of the company must necessarily lead to the following question being asked: Am I prepared to accept the worst from my partners? If the answer is no, then we recommend that you draw up a partnership or shareholders' agreement, ideally with the help of a professional.

What is a shareholders' or partners' agreement?

A shareholders' or partners' agreement is a contract concluded between the partners or shareholders of a company with a view to organising relations between partners/shareholders and with third parties and to safeguarding their interests. The shareholders' or partners' agreement may also define the company's management procedures and mechanisms for preventing and resolving conflicts. The shareholders' or partners' agreement complements the company's articles of association. Unlike the articles of association, which are public documents, the shareholders' agreement is a private contract, which guarantees a degree of confidentiality.

When should a shareholders' or partners' agreement be signed?

Shareholders' or partners' agreements must be concluded in peacetime, because war is prepared in peacetime!

Ideally, the pact is concluded when relations between the partners are at their best and the partners have not yet invested too much of their time, money and emotions in their project. While it is true that time, emotional and financial investment are conducive to success in times of peace, they can be devastating in times of crisis, especially when there are major interests at stake.

The most common grounds for conflict between partners

The causes of conflicts between partners are varied, but generally include :

1. Financial issues

When the contributions of the co-founders are of different kinds, the valuation of the contributions can give rise to a great deal of discussion, tension and conflict.

After raising funds, some partners who had invested with little or no remuneration may be inclined to claim salaries, while others see the new influx of funds as an opportunity to develop the product or open up new markets.

Dividend distribution often causes frustration among unpaid shareholders when dividends are not distributed while shareholders receive remuneration.

2. Allocation, transfer and acquisition of new shares

The way in which shares are valued, changes in capital and the entry and/or exit of shareholders affect the balance of shareholders' rights and powers. It is therefore important to provide for mechanisms to mitigate certain imbalances. The shareholders' or partners' agreement may specify whether or not the fulfilment of certain conditions allows certain partners to increase their shares or voting rights.

3. The working methods of some

The laziness of some, the lack of competence of others, mismanagement etc. can lead to terrible disputes between partners. Some who feel they are working harder and better than others may feel frustrated. Certain responsibilities may have been entrusted to a partner who turns out to be incompetent. After a while, a partner's skills may no longer be in line with the company's development. In these types of situations, it may be useful to provide for performance measurement mechanisms and whether individual or collective performance has an impact on access to additional shares, dividends or voting rights.

4. Communication problems

In a company, as in a marriage, communication is a key element in building good relationships and fostering success. We have observed that a lack of transparency in the management and operation of a company leads to conflict and deadlock between partners/shareholders. It is therefore necessary to have a pact that sets out the content, methods and frequency of communication between partners.

5. Power struggles

The way in which decisions are taken can create frustration and a feeling of abuse among minority shareholders. To reduce these imbalances, the shareholders' agreement can give more decision-making power to minority shareholders. The agreement can also define the procedures to be implemented to prevent and resolve conflicts between partners/shareholders.

6. Factors external to the company

In small structures, the personal problems of partners often have repercussions on the company's performance (illness, family problems, etc.). The partners' agreement can stipulate how such situations are to be managed if they become structural.

Please do not hesitate to contact us for any further information.

Introduction: Current situation

Improved connectivity and rapid Internet penetration in Africa are driving the proliferation of e-commerce platforms on the continent. This emerging market is being studied with interest by the e-commerce giants, but they haven't really ventured into it yet.[1]is growing slowly but surely. According to a report by Statista[2]It generated revenue of $16.5 billion in 2017 and is expected to reach $29 billion in 2022 and $75 billion in 2025, according to McKinsey.[3].

Obstacles such as the digital divide, the high illiteracy rate, low bank penetration, the lack of widespread use of physical addresses, road infrastructures specific to local contexts and rampant cybercrime, far from holding back the growth of e-commerce, are encouraging the creation of new ways of doing business online and new products and services that are inspiring the rest of the world.[4].

A silent revolution is gradually taking place in the commercial practices and consumption patterns of Africans. Online payment is being replaced by cash on delivery or mobile money.[5]Order tracking by call centres, physical addresses replaced by relay points or GPS location systems, etc. Furthermore, with a significant digital divide and a high illiteracy rate, USSD[6]could in future be used to express consent in e-commerce.

Africa is a continent of 54 countries and over a billion inhabitants, so there are naturally disparities between the East, West, Centre, South and North regions, as well as between English-speaking and French-speaking countries. Some English-speaking countries have been able to support and provide a coherent framework for the development of e-commerce: South Africa, Mauritius, Nigeria, Kenya and the Seychelles. At regional level, COMESA[7]plans to create a digital free trade zone[8]while UEMOA[9]has endeavoured to create a legal framework for electronic transactions. French-speaking countries, particularly those in the OHADA zone[10]national regulations are multiplied without consultation. The result is fragmented, incomplete regulation that is often ill-adapted to local realities and to the rapid development of new technologies. On the other hand, OHADA has been slow to propose uniform regulations for e-commerce. However, given the rapid growth of e-commerce, its development potential and the economic stakes for Africa, regulations that take account of local e-commerce practices and establish a semblance of balance between the divergent interests of e-commerce operators, consumers and governments are essential.

1. A disparate, unsuitable and incomplete legal framework in the OHADA zone

Senegal[11]Burkina Faso[12]Cameroon[13]Ivory Coast[14]Congo, Gabon[15]Guinea[16]Mauritania[17]Chad[18]and Togo[19]These countries have adopted very brief e-commerce regulations. Furthermore, the UEMOA member countries mentioned above have completely ignored the UEMOA's pre-existing regulations on electronic transactions.[20].

On the other hand, in the Uniform Act Relating to General Commercial Law, OHADA regulates[21]the issue of the validity of electronic documents and electronic signatures, but makes no mention of the basic themes of e-commerce.

The following questions are either ignored or underdeveloped:

• Electronic transactions (particularly mobile money)
• Electronic contracts
• The electronic signature ;
• Electronic evidence ;
• The security of electronic exchanges ;
• Protection of consumers' personal data;
• The security of payment systems ;
• Cybercrime[22];
• Consumer protection ;
• The coexistence of paper-based and paperless procedures;
• The application of electronic techniques to commercial acts ;
• The issue of dispute resolution

The fragmentation of regulations raises the question of how to reconcile different regulations, particularly for transnational transactions. It weakens small local e-tailers wishing to develop their activities internationally and places consumers in a weak position, as they find themselves subject to a wide range of protection depending on the law applicable to their transactions. Over and above this problem, it seems that the legislative and judicial authorities are coming up against their own limits in terms of their control over the digital sphere. This situation attenuates the effects of legislative developments in an area which, by its very nature, is constantly evolving. Lastly, the lack of standardisation of texts and little or no cooperation places States in a weak position when it comes to negotiating agreements on e-commerce with other States or economic zone(s).

1. Uniform regulation of e-commerce in line with the specific realities of the African continent desirable

For local and foreign companies, the absence of coherent and/or uniform national and regional regulations and the lack of coordination and cooperation between national and regional legislators can be a serious handicap to the development of e-commerce beyond their country of origin. Uniform e-commerce regulations in the OHADA area, or even extended to the entire continent, would enable businesses to gain in predictability and therefore legal certainty when expanding internationally.

For African consumers who are wary of the explosion in cyber-scams and are used to physical contact with their merchants, e-commerce regulations that take account of their e-consumer habits would make it easier to build up their confidence so that they repeat their online purchases. The possibility of retracting a purchase and receiving a refund, the protection of banking and personal data, and the assurance that the website used for purchases is reliable and houses a real company with real products or services that conform to their description are all elements that legislators should take into account to encourage the growth of e-commerce at national, regional and continental level.

On a continent where the level of illiteracy is high, the issue of electronic consumer consent and its proof must be defined in the light of local realities and existing or future technologies. On this point, the use of USSD technology offers great potential and also makes it possible to limit the breach of personal data.

The question of appeal bodies in the event of a dispute also needs to be resolved, as does that of the competent courts, especially in the case of transnational operations.

For African states, the challenges of balanced regulation of e-commerce are highly strategic. They will need to strike a careful balance between the interests of consumers, e-traders and customs and tax authorities, as well as cross-border and friendly states. To achieve this, the countries in the OHADA zone must settle the question of the location of virtual businesses in order to define which law applies to them. They must also provide themselves with the means to access and control the information provided by these virtual companies, in particular on their registered office, transactions, financial results, data processed, in particular personal data, and its use.

The issue of controlling the accounting and financial results of virtual businesses, particularly those of multinationals, is even more pressing in an ecosystem where the rate of bank penetration is low and the majority of payments are made in cash at the time of delivery or via mobile money. For cascaded businesses, the difficulty will be to determine the beneficiary of taxable income in the OHADA zone.

It is also important for legislators in the OHADA zone to work together to avoid 'forum shopping' due to national customs regulations.[23]In other words, they are more attractive to virtual companies in terms of tax and social security contributions and/or less protective of consumers and personal data.

Finally, with the failure of the Malabo Convention[24]In order to combat cybercrime on the continent, it would be highly desirable to have regulations that provide for genuine inter-state cooperation. This would provide better protection for e-businesses against hacking, but also for consumers against cyber fraud.

OHADA legislators face many challenges in regulating e-commerce. It will be tempting to draw inspiration from what is being done elsewhere, but it will have to ensure that it adopts a legal framework that takes account of the realities of the continent.

Conclusion: Continental regulation as a solution

The entry into force on 30 May 2019 of the Agreement on the Continental African Free Trade Area (CAFTA)[25]We hope that it will also give rise to standardised regulation of e-commerce and the protection of personal data, as well as an inter-state cooperation agreement to combat cybercrime.

In the meantime, it should be noted that 47 member countries of the World Trade Organisation, including the United States and China, alongside the European Union[26]have decided to enter into negotiations to establish global rules for e-commerce. In this context, it is appropriate that the countries of the OHADA zone and more generally all those of the continent should be able to make their specific characteristics heard with a single voice, to be incorporated into a regulation that would be global. The other challenge for African countries will be to remain united and speak with one voice to better recover and share out their tax share of the revenue generated by GAFAM.[27]on the continent.

If you have any specific questions, please do not hesitate to contact us: e-mail: contact@sunulex.sn .

1. Formalities prior to exporting to Senegal

An issue of NINEA is required for customs clearance. You have two options for obtaining it.

1. Setting up a Senegalese company if you do business in Senegal

•  Setting up a company and obtaining a NINEA (national identification number for companies and associations), the application can be made at the one-stop shop for business start-ups at theAPIX
• Apply for merchant card
• Apply for import-export card

1. Have a Senegalese partner with a NINEA

The Senegalese partner (natural or legal person) may be, for example, a representative of the exporting company, a dealer or a buyer.

1. Pre-clearance formalities
2. Collection of documents required for customs clearance in Europe

The Market Access Database provides comprehensive information on the documents required for each product exported.

1. Declaration of goods by the customs agent

All goods imported into Senegal must be declared in detail.

A prior import declaration is compulsory for properties worth more than FCA 1,000,000 (approximately €1,524).

Goods costing more than 3,000,000 FCA (approximately 4,573 euros) and all full container shipments, regardless of the value, must be subject to a prior import verification with certain exceptions.
Note that certain products are subject to an import ban in Senegal: (cars over eight years old since 2012, poultry since 2005, carrots in 2019, etc.).

III. Verification and control of goods in Senegal

- Senegalese customs check imports on the basis of the cargo manifest;
- Checks on compliance with declarations are possible, and customs officers have the power to escort goods to their place of storage for verification;
- Customs officers can check declarations after customs clearance, carry out revisions and impose penalties in the event of infringement(s).

1. The costs involved
2. In Europe

• Transport costs depending on container size
• Freight forwarder's expenses

1. In Senegal

• Customs duties: Senegal applies five levels of customs duty: 0%, 5%, 10%, 20% and 35%, depending on the product category.
• Statistical charge (RS) generally 1%
• Community Solidarity Levy (PCS) generally 1%
• ECOWAS direct debit (PCC) 1%
• Senegalese Shippers' Council (COSEC) 0.4%
• VAT at the single rate of 18% except for products exempt from VAT;
• Landing fees ;
• Freight forwarder ;
• Possibly storage costs if the goods have to remain at the port beyond the free-of-charge period.

Other more specific taxes apply to certain products, including :

• The 10% short-term import tax on certain products (sugar, wheat flour, tomato concentrate, fruit juices, sweetened and unsweetened condensed milk, etc.);
• Domestic taxes (on alcohol, soft drinks, edible fats, etc.);
• 20% surcharges on certain products (cigarettes, onions, potatoes, etc.);

Visit the Market Access Database for further information.

1. Practical info :
2. Senegal's position in the world and in the sub-region

Senegal is strategically located between Europe, North America, South America and Africa. The port of Dakar is also a major trade hub in the sub-region.
Nearly 15% of imports arriving through the port of Dakar are destined for Mali.

1. Regional Economic Free Trade Area

1°. UEMOA and ECOWAS
The originating products from the West African Economic and Monetary Union (WAEMU) or the Economic Community of West African States (ECOWAS) are exempt from all other duties and taxes when imported into a Member State, with the exception of value added tax and other internal taxes (if applicable).

2°. The Continental African Free Trade Area (CAFTA)

The agreement on the African Continental Free Trade Area (AfCFTA), in force since 30 May 2019, opens up the largest trade area in the world. The agreement provides for the abolition of certain customs barriers; the details of its application have yet to be defined.

1. Practical advice: 

• Choose your customs agent from among those who are approved and ideally recommended;
•  Keep all proof of your actions and transactions;
•  Be patient and keep your cool when things go wrong;
• Remain courteous in all circumstances.

If you have any specific questions, please do not hesitate to contact us: e-mail: contact@sunulex.sn .