CONGO-BRAZZAVILLE Law and Practice Contributed by: Louis-Raymond Gomes and Prince Kyssama, Cabinet Gomes
1. Corporate Governance Requirements 1.1 Corporate Forms and Governance Requirements The principal forms of corporate/business organisa - tions in the Republic of Congo are: • the joint-stock company (with one or more share - holders) ( Société Anonyme (SA) in French); • the limited liability company ( Société à responsa- bilité limitée (SARL) in French) • the establishment (natural person merchant); and • the simplified joint stock company (SAS); The principal source of corporate governance is the OHADA Uniform Act Relating to Commercial Com - panies and Economic Interest Groups (the “Uniform Act”) adopted on 30 January 2014. Corporate Governance Requirements Corporate governance requirements for companies listed on the stock exchange are provided for by Arti - cles 823 et al. of the Uniform Act. They are subject to the mandatory requirements out - lined below. Share capital In addition to the general rules applicable to compa - nies, any company making a public offering must have a minimum share capital of XAF100,000,000. Failing this, the company may be dissolved. The capital must be fully subscribed. Shares issued for cash must, upon subscription of the capital, be paid up to at least one quarter of their nominal value. The balance must be paid within a period not exceeding three years from the company’s registration in the register of commerce and securities, following a decision of the board of directors. Shares representing cash contributions that are not fully paid up must remain registered in nomi - native form. So long as the capital has not been fully paid up, the company may neither increase its capi - tal, unless the increase is made through contributions in kind, nor issue bonds. Shares issued in return for contributions in kind must be fully paid up on issue. Shares may not be issued in exchange for services.
Audit committee The board of directors is required to have an audit committee, composed exclusively of non-employee directors who do not hold any position of chief execu - tive officer, general manager or deputy general man - ager within the company. The main duties of the audit committee include: • examining accounts and ensuring the relevance and consistency of accounting methods adopted in the preparation of the company consolidated accounts; • monitoring the process of reporting financial infor - mation; • monitoring the effectiveness of internal control and risk management systems; • issuing a recommendation on candidates to the post of auditors proposed by the general meeting; and • presenting regular reports to the board of directors on the performance of its duties while promptly raising the alarm on any difficulties encountered. Share subscription publication The founders shall publish, before undertaking any share subscription transaction, a notice in newspa - pers authorised to publish legal notices in the Repub - lic of Congo and in any other state of the OHADA area. Annual publications Companies must publish, in newspapers authorised to publish legal notices, within four months of the close of the fiscal year and at least 15 days before the annual ordinary general meeting of shareholders, under a heading clearly stating that the documents are drafts not audited by the auditors, the following information: • summary financial statements (balance sheet, financial results, supply and use tables and annexed statements); • the proposed allocation of income; and • for companies with subsidiaries or consortiums, consolidated summary financial statements, if available.
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