CONGO-BRAZZAVILLE Law and Practice Contributed by: Louis-Raymond Gomes and Prince Kyssama, Cabinet Gomes
2. Corporate Management 2.1 Principal Bodies or Functions Under Congolese law, companies are governed by: • shareholder assembly; • the board of directors/general director; and • the general manager. In sole-shareholding companies, all the decisions tak - en by the bodies below are taken by the sole share- holder, pursuant to Article 558 of the Uniform Act. The bodies below exist regardless of the type of company. The ordinary general assembly is competent to: • approve the summary financial statements of the fiscal year; • decide on the distribution of the financial results, and, under pain of nullity of any contrary decision, 2.2 Types of Decisions Shareholder Assemblies allocate at least one-tenth of the profits for the financial year, after deducting, where appropri - ate, losses carried forward, to the legal reserve; this allocation ceases to be compulsory once the reserve reaches one-fifth of the amount of the stated capital; • appoint members of the board of directors or the general director and, where appropriate, the deputy general director, as well as the auditor; • decide on the auditor’s report, approve or refuse to approve agreements between company manage - ment or a shareholder holding more than 10% of the capital of the company and the company; • issue bonds; • approve the auditor’s report on the acquisition of a property owned by a shareholder within two years following its registration, and whose value is at least equal to XAF5,000,000; and • take all decisions other than those expressly reserved to the other two assemblies below. The extraordinary general assembly has the power to amend all the provisions of the articles of association. The extraordinary general meeting is also competent to:
Semesterly publications Companies must, within four months following the end of the first half of the fiscal year, publish in a news - paper authorised to publish legal notices a statement of operations and income as well as an interim report and the auditors’ certificate confirming the fairness of the information provided. The statement of activities and income shall show the net amount of the turnover and income from ordinary transactions before tax. The interim activities report must comment on the fig - ures relating to turnover and income for the semester. It must also describe the company’s operations dur - ing that period and forecast the likely trend of those operations until the end of the financial year, as well as any important events. 1.2 Corporate Governance Legislation and Regulation The principal source of corporate governance is the Uniform Act. 1.3 Companies With Publicly Traded Shares Please refer to 1.1 Corporate Forms and Governance Requirements . These requirements are mandatory. 1.4 Stock Exchange Requirements Developments There have not been any recent changes to listing requirements affecting corporate governance. How - ever, in April 2025, the COSUMAF held a consultation, during which it revealed a new regulation project. In its report, it concluded that “[t]he proposed new Regulation repeals and replaces Regulation No. 01/14/CEMAC-UMAC-CM of 25 April 2014. Its pur - pose is to adapt the book-entry system to changes in the legal business environment, to harmonise the general regime governing the holding, safekeeping and circulation of securities in Central Africa, and to align national financial securities management sys - tems with Community legislation and an integrated regional platform”.
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