CABO VERDE LAW AND PRACTICE Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Júlio Martins Júnior and Manuel Esteves Albuquerque, Raposo Bernardo & Associados
For private limited companies, the identity of share - holders and their respective capital quotas must be registered at the Commercial Registry. This registra - tion is publicly accessible, and anyone may request a certificate from the registry showing the current share - holders. For public limited companies, the situation is different. Shareholders are registered in a share reg - ister (book) that must be kept at the company’s head office. However, this register is not public, and there is no legal obligation to update the list of sharehold - ers at the Commercial Registry. The only information that is publicly available through the registry is the One of the basic rules of corporate law under the Companies Code is that a business will be managed by or under the direction of a board of directors. Thus, shareholders are generally not involved in the direct management of the company. However, they may have some influence on manage - ment, as the law gives shareholders the right and power to elect the board of directors, as well as the right to vote on and approve extraordinary transac - tions, such as any amendment to the certificate of incorporation or the by-laws, a merger, consolidation or conversion, the sale of all or a substantial number of the assets of the corporation or the dissolution. Shareholders participate in the decision-making pro - cess through the exercise of their voting rights in gen - eral meetings. 4.3 Shareholder Meetings Shareholder meetings are required. The ordinary shareholder meeting of a company is held regularly once a year, within the first three months following the end of each financial year, to: • deliberate on the management report and accounts for the year; company’s initial shareholders. 4.2 Role of Shareholders • deliberate on the proposed application of results; • carry out a general assessment of the adminis - tration and supervision of the company and, if applicable and although these matters may not be on the agenda, to proceed with the dismissal of members of the corporate bodies, when the
general assembly has the power to do so, or to express their distrust of these members, when the authority to dismiss them lies with the supervisory board; and • carry out elections within its competence. An extraordinary shareholder meeting may be con - vened on the initiative of the chairperson of the board of general meetings, by the supervisory board or by the court, whenever deemed necessary, in order to resolve the matters that are reserved for the exclu - sive competence of the shareholder meeting or any other matter that the board of directors may consider of such importance that it requires the approval of the general meeting, or at the request of shareholders holding at least 5% of the company’s share capital (2% in the case of a listed company), in exercise of the minority rights provided under the Companies Law. The shareholder meeting is convened 21 full days pri - or to the date of the meeting through the publication of the invitation, which includes the items on the agenda, details of the place and time of the general meeting, and the rights that the shareholders may exercise within the 21-day period and during the meeting. 4.4 Shareholder Claims According to the law, regardless of the claim for com - pensation for individual damages caused, one or more shareholders who own at least 5% of the share capital may file a liability action against members of the man - agement body, with a view to reparation, in favour of the company, for the loss it has suffered, when the company has not filed this. 4.5 Shareholders in Publicly Traded Companies In companies listed on the stock exchange, the law establishes that anyone who reaches or exceeds a shareholding of 10%, 20%, one third, one half, two thirds or 90% of the voting rights corresponding to the share capital of a public company, subject to Cabo Verdean personal law, and anyone who reduces their participation to a value lower than any of those limits must, within four business days after the day of the occurrence of the fact or its knowledge:
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