What is an SAS?
The Simplified Joint-Stock Company (SAS) is a legal form governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groupings (AUSCGIE). The SAS is the most flexible legal form under OHADA law. It offers complete freedom in drafting the articles, freely tradable shares and tailor-made governance, making it ideal for startups, innovative companies and projects that need to raise funds.
Key characteristics
| Criterion | Applicable rule |
|---|---|
| Number of shareholders | 1 or more — SASU possible (single shareholder) |
| Share capital | No legal minimum — set freely |
| Division of capital | Shares — freely tradable under the articles |
| Liability | Limited to contributions — personal assets protected |
| Legal representative | President (individual or legal entity) |
| Governance | Completely free — defined in the articles |
| Tax regime | Corporate income tax mandatory (25%) — no tax transparency |
| Statutory auditor | If ≥ 2 of 3 criteria · Also if contributions in kind at formation |
| Excluded activities | Insurance, savings, retail tobacco |
| Share transfers | Under the articles' clauses (approval, pre-emption, lock-up) |
| RCCM filing | Mandatory — 15 to 20 working days |
How it works
100% free governance
The SAS is the only OHADA company form that gives shareholders complete freedom to organise governance. The articles can provide for a board of directors, a management committee, specialised committees, or none at all. Anything is possible as long as the provisions do not breach public policy.
The President
An SAS must be represented by a President (an individual or a legal entity). The President is the only mandatory legal officer. The articles can provide for other management bodies (CEO, deputy CEO, executive committee).
Advanced clauses in the articles
SAS articles can include sophisticated clauses: approval of share transfers, pre-emption rights between shareholders, temporary lock-up clauses, drag-along, tag-along and anti-dilution protection for investors.
Pros & Cons
Setup steps
Deleky's handles all of these formalities for you.
Taxation
Tax regime of the SAS
Like the SA and the SARL, the SAS is subject to corporate income tax at 25% (30% for telecoms, ICT and gambling — art. 51 of the Tax Code). There is no option to tax profits at shareholder level.
- Corporate income tax 25% · VAT 18% · withholding tax on dividends and fees
- Under the normal real regime: minimum flat-rate tax of 0.5% of turnover, at least 3,000,000 FCFA (art. 39 of the Tax Code)
- Tax paid in three instalments: 15 April, 15 June and 15 September (art. 52 of the Tax Code)
Social security status of the President
The President of an SAS is always treated as an employee: they contribute to the CNPS like an employee, whatever their shareholding. This is a significant advantage over the majority manager of a SARL (self-employed status).
