CONGO-BRAZZAVILLE Law and Practice Contributed by: Louis-Raymond Gomes and Prince Kyssama, Cabinet Gomes
4.4 Shareholder Claims Pursuant to Article 162 of the Uniform Act, any share - holder can take legal action against one or many direc - tors, managers for any fault or misconduct committed in the performance of their duties. Such an action is intended to obtain compensation for the loss suffered personally by the shareholder as a result of the man - ager’s conduct. Shareholders may also bring proceedings, in the name of the company, against the company’s managers in On 2 December 2024, Congo introduced Law No 43-2024 creating the register of ultimate beneficial owners of legal entities in the Republic of Congo. This declaration is compulsory for all companies, regardless of their legal form. However, in practice, this declaration requirement is not yet being observed or enforced by the local authorities. As at the date of drafting of this article, entities that have attempted to comply with this law by filing at the court registry have been informed that the process is not yet ready and that they should await further notice. respect of loss suffered by the company. 4.5 Shareholders in Publicly Traded Companies 5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements Every company is required, each year and within six months of the end of the financial year, to file its finan - cial statements with the trade register. These state - ments comprise the balance sheet, the income state - ment, the statement of sources and uses of funds, and an annex for the preceding financial year. This filing must be made by 31 July each year. 5.2 Corporate Governance Arrangement Disclosure Companies are not required to disclose their corpo - rate governance arrangements.
This relationship is governed by Article 4 of the Uni - form Act, which states: “The commercial company is created by two (2) or several persons that agree, through an agreement, to contribute to an activity cash, in-kind or service assets for the purpose of sharing profits or enjoying revenues that may derive therefrom. Members commit to bear company losses under the conditions provided for by this uniform Act. The commercial company is created in the common interest of members”. The record of shareholders of a company can be obtained through its trade register. OHADA created a virtual register in which companies’ information can Unless appointed as a manager of the company, shareholders do not intervene in the regular manage - ment of the company, unless the articles of associa - tion grant them such power. However, in addition to the right to take legal actions, the Uniform Act grants shareholders the right to: • vote on matters submitted to the general assembly approval; • ask twice a year any question to the president of the board of directors, the chief executive officer or the general director on any matter likely to jeopard - ise the company’s operations; • request the competent court to designate an expert to audit one or more management opera - tions; and • request from the competent court the appointment of an interim director for the purpose of temporarily managing the company’s business. 4.3 Shareholder Meetings Shareholders meetings are required by law. Regarding the rules governing such meeting, see 2.2 Types of Decisions and 2.3 Decision-Making Pro- cesses . be obtained at the address. 4.2 Role of Shareholders
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