CONGO-BRAZZAVILLE Law and Practice Contributed by: Louis-Raymond Gomes and Prince Kyssama, Cabinet Gomes
• authorise mergers, demergers, transformations and partial contributions of assets; • authorise a capital increase or decrease; • relocate the headquarters to any city of the State party where it is located, or to the territory of another State party; • wind up the company prematurely or extend its life; and • increase the commitments of shareholders beyond their contributions (subject to the consent of each shareholder). The special meeting brings together holders of shares of a given category. The special meeting approves or disapproves the decisions of general meetings when such decisions modify the rights of its members. The decision of a general meeting to modify the rights relating to a class of shares shall be final only after approval by the special meeting of shareholders of this category. Board of Directors/General Director Public limited companies (joint stock companies) can be governed either by a board of directors or a general director, pursuant to Article 414 of the Uniform Act. Regarding decisions taken by the board of directors, please see 3.6 Legal Duties of Directors/Officers . Regarding the general director, Article 498 of the Uni - form Act states that the general director is responsible for overseeing the general administration and man - agement of the company. He/she shall: • represent the company in its dealings with third parties; • call and chair the general meetings of the share - holders; and • be vested with the broadest powers to act in all circumstances on behalf of the company, within the limits of the company’s purpose and subject to the powers expressly conferred on shareholders’ meetings by this Uniform Act and, where applica - ble, by the articles of association. To that extent, the general director can take decisions in matters regarding the company except for those
reserved to the shareholders’ assemblies as high - lighted above. General Manager/CEO The general manager is the legal representative of the company. Public limited companies with a board of directors are managed either by a chief executive officer or by a chairman and a general manager, pursuant to Article 415 of the Uniform Act. The chief executive officer may chair the board of directors and the gen - eral meetings if a chairman of the board has not been appointed. He/she is responsible for the company’s general management and represents it in its dealings with third parties. He/she must provide each director with all the documents and information necessary for the performance of their duties. In carrying out his/ her duties, he/she is vested with the broadest powers, which he/she exercises within the limits of the com - pany’s purpose and subject to the powers expressly vested in the general meetings or specifically reserved to the board of directors by the law or the articles of association. In dealings with third parties, the com - pany is bound by acts of the chief executive officer that fall outside the company’s purpose. As regards a public limited company with a board of directors and a chairman/general manager structure, Article 480 of the Uniform Act provides that the chair - man of the board of directors chairs meetings of the board of directors and the general meetings. He/she ensures that the board of directors oversees the man - agement entrusted to the general manager and rep - resents the company in its dealings with third parties. Limited Liability Company This type of company is managed by one or more natural persons, whether or not they are shareholders. The manager is appointed by the articles of associa - tion or by minutes of the general meeting. The man - ager has the power to perform any act in the interest of the company in relation to the company’s purpose. 2.3 Decision-Making Processes General Assemblies The ordinary general assembly is held at least once a year, within six months of the end of the fiscal year,
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