COTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
Houda Law Firm Résidence Nabil, rue du commerce 1er et 2ème étage – 01 BP 2778 Abidjan 01 Côte d’Ivoire Tel: +225 272 024 4387 Fax: +225 272 024 4386 Email: houdaci@avocatshouda.com Web: www.avocatshouda.com
1. Corporate Governance Requirements 1.1 Corporate Forms and Governance Requirements Commercial companies in Côte d’Ivoire are governed by the Uniform Act on Commercial Companies and Economic Interest Groups ( Acte Uniforme révisé relatif au droit des Sociétés Commerciales et du Groupe- ment d ’ Intérêt Économique or AUSCGIE), published on 30 January 2014. The most commonly used com - mercial forms are, in order: • the société à responsabilité limitée (SARL); • the société anonyme (SA); and • the société par actions simplifiée (SAS). SARL The SARL is the simplest type of commercial com - pany, in which shareholders’ liability is limited to their contributions. A SARL may be established by one nat - ural or legal person or between two or more natural or legal persons. A SARL does not require any minimum share capital for its creation and its capital is divided into shares. The SARL is often characterised by a fairly strong intuitu personae, which is why transfers of shares are often governed by specific authorisation rules given by the non-transferring shareholder. The SARL is man - aged by one or more natural persons, associated or not.
In addition, a SARL is not required to appoint an audi - tor unless it meets two of the following conditions at the end of the financial year: • a balance sheet total exceeding XOF125 million; • an annual turnover exceeding XOF250 million; and/ or • a permanent staff of more than 50 persons. The shareholders of the SARL meet in a general meet - ing, either ordinary (each year to approve the accounts of the closed financial year) or extraordinary (for any modification of the articles of association). The SARL is a suitable corporate structure for green - field projects, commercial activities and services. It is also suitable for young entrepreneurs with few resources, due to its low formation cost. SA The SA under the AUSCGIE may be held by a single shareholder. In terms of management and administra - tion, the founder(s) must choose unequivocally in the articles of association between: • an SA with a board of directors (one shareholder or more); or • an SA with a managing director (up to three share - holders). The minimum share capital of an SA is XOF10 million. It must be fully subscribed by the shareholders and at least one quarter of the total share capital must be paid up at the time of incorporation.
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