COTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
The founders of an SA must appoint a statutory audi - tor and an alternate auditor, chosen from among professionals registered with the Ordre des Experts - Comptables de Côte d ’ Ivoire (OECCI). SA with a board of directors The board of directors is composed of a minimum of three persons and a maximum of 12 members, shareholders or not. The articles of association may require each director to own a number of shares of the company over which they preside. It is possible to appoint corporate directors, who appoint a permanent representative to the board. The board appoints the chairperson of the board of directors from among the natural persons who are members of the board and also appoints the CEO of the company, who may be one-third of the board. It may also be decided to appoint a chairperson and CEO who will combine both roles. The board of directors determines the company’s strategic objectives and ensures their implementation. It controls and verifies the proper functioning of the company and settles matters regarding the company through its deliberations. The chair of the board of directors presides over board meetings and general meetings. The chairperson must ensure that the board assumes control of the management of the company, which is entrusted to the CEO under the board’s over - sight. The CEO is responsible for the general management of the company and represents the company in its relations with third parties. At the suggestion of the CEO or the chairperson/CEO, the board of directors may appoint one or more individuals to assist the CEO or the chairperson/CEO as deputy CEO. The SA with a managing director (administrateur général) The managing director assumes responsibility for the administration and general management of the company. They represent it in its relations with third parties and convene and chair the general meetings of shareholders. The managing director is vested with the broadest powers to act in all circumstances on behalf of the company, but must exercise these
powers within the limits of the corporate purpose and subject to those powers expressly attributed to shareholders’ meetings by the AUSCGIE and, where applicable, by the articles of association. At the suggestion of the managing director, the gener - al meeting may mandate one or more deputy manag - ing director(s) to assist the director, as well as decide on other powers delegated to the deputy managing director. The SA is a suitable form of company for: • establishing joint ventures; • companies making significant investments; and • companies engaged in regulated banking or finan - cial activities. SAS Introduced in the AUSCGIE in 2014, the SAS is a com - pany set up by one or more shareholders where the articles of association determine the organisation and operation of the company, subject to certain manda - tory rules (eg, competence of the shareholders’ gen - eral meeting to approve the accounts or amend the articles of association). The liability of the shareholders is limited to the con - tributions and there is no minimum share capital required to create an SAS. When created by a single shareholder, it is called a single-person simplified joint stock company ( société par actions simplifiée uniper - sonnelle or SASU). The company is represented by a chairperson, appointed under the conditions set out in the arti - cles of association. The chairperson is vested with the broadest powers to act on behalf of the company within the limits of the corporate purpose. The articles of association freely determine the deci - sions that must be taken collectively by the sharehold - ers and stipulate the conditions and forms in which the shareholders must take these decisions. Decisions taken in violation of the statutory clauses are null and void.
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