COTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
SARL Management A SARL is managed by one or more managers (“ gérants ”), who must be natural persons. Manag - ers may or may not be shareholders of the compa - ny. The managers are appointed by the sharehold - ers in the articles of association or by a decision of the shareholders’ general meeting. In the absence of specific provisions in the articles of association, the manager(s) are appointed for four years and are re-electable. There are no nationality or residence requirements for managers. SA Management The articles of association must specify under which of the following management structures the SA will be managed: • a board of directors with a single chairperson and general manager (“ président - directeur general ”), who must be a director of the company and a natural person; or • a board of directors with a chairperson of the board and a separate general manager (“ directeur general ”), who must be a natural person but does not have to be a director of the company and who may be assisted by one or more assistant general managers. In both scenarios, directors may or may not be share - holders of the company, unless otherwise provided in the articles of association. The board must have at least three and no more than 12 directors. Companies having fewer than three shareholders may choose not to form a board of directors and instead appoint a general manager (“ administrateur general ”, who may or may not be a shareholder of the com - pany) who will be responsible for the administration and direction of the company. SAS Management An SAS is represented towards third parties by a pres - ident, who may be a natural or legal person and who may or may not be a shareholder of the company. The articles of association may provide for the conditions under which one or more individuals other than the president, with the title of general manager or deputy general manager, may exercise the powers entrusted
seil Régional de l ’ Épargne Publique et des Marchés Financiers (CREPMF). Listed issuers are also sub - ject to the corporate governance rules set out in the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE), as detailed in 1.3 Companies With Publicly Traded Shares . There have been no major changes to BRVM listing requirements over the past year that materially mod - ify the corporate governance framework applicable to listed companies. The existing rules continue to require, among other things, the adoption of a board structure (with a minimum of three and a maximum of 15 directors at the time of admission), the appoint - ment of one or more statutory auditors, the publication of audited annual and half-yearly financial statements and ongoing disclosure of material information likely to affect the share price. Listed companies must also comply with the AMF-UMOA’s general regulation and instructions, which set out detailed obligations on pro - spectus content, periodic and ongoing disclosure and the prevention of market abuse. In general, in commercial companies in Côte d’Ivoire: • the management body, the officers and the board have, within the time limits set forth in the AUS - CGIE for each type of company, full powers to bind the company towards third parties without having to produce a special power of attorney and any limitations on their legal powers by the articles of association will be unenforceable against bona fide third parties; and • the company is bound by acts of its management body, its officers and its board that are not within the company’s purpose, unless the company can prove that the third party was aware that the act was unrelated to that purpose or could not ignore this, given the circumstances, although the mere publication of the articles of association is not enough to prove it. 2. Corporate Management 2.1 Principal Bodies or Functions
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