COTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
to them by the articles of association. Restrictions on the powers of the president, general manager or deputy general manager, as detailed in the articles of association and the decisions of legal representatives, are not enforceable against third parties. It is also possible for an SAS to set up a board of directors. In relation to the shareholders and in the absence of a determination of the manager’s powers in the articles of association, the manager may carry out all acts of management in the company’s best interests. Where there is more than one manager, they shall hold sepa - rately the powers provided for in the articles of asso - ciation, except for the right of each of them to object to any transaction before it is concluded. Opposition by one manager to the acts of another manager is without effect with regard to third parties, unless it is established that the third parties have knowledge of it. SA Decision-Making SA with a board of directors 2.2 Types of Decisions SARL Decision-Making The board of directors determines the SA’s strategic objectives and ensures their implementation. Within the limits of the company’s purpose and subject to any decision-making powers expressly delegated to the shareholders’ meetings, the board of directors deals with any issue concerning the proper operation of the company and – through the board members’ deliberations – settles matters that concern the SA. The board of directors carries out any such controls and verifications as it deems appropriate. The board of directors may entrust one or more of its members with special mandates for specific purposes. The chairperson of the board of directors chairs the board of directors’ meetings and general meetings. The chairperson must ensure that the board of direc - tors assumes control of the company’s management, which is entrusted to the general manager. At any time, the chairperson of the board of directors may carry out the verifications the chairperson deems appropri - ate and may obtain from the general manager, who is
obliged to comply, all the documents the chairperson deems useful for that purpose. The general manager is responsible for the company’s overall management. They represent the company in
its relations with third parties. SA with a managing director
The managing director is responsible for the admin - istration and general management of the company. They represent the company in its relations with third parties and convene and chair the sharehold - ers’ meetings. The managing director is vested with the broadest powers to act in all circumstances in the name of the company, but must exercise them within the limits of the corporate purpose and subject to those powers expressly conferred on shareholders’ meetings by the AUSCGIE and, where applicable, by the articles of association. Meetings in the SA Extraordinary general meeting The extraordinary general meeting is the only body empowered to modify the statutes in all their provi - sions. The extraordinary general meeting is also com - petent to: • authorise mergers, demergers, transformations and partial contributions of assets; • transfer the registered office to any other city of the OHADA contracting state where it is located or to the territory of another state; and • dissolve the company early or extend its term (see 4.3 Shareholder Meetings ). Special meeting The special meeting brings together the holders of shares of a given category. The special meeting approves or disapproves of the decisions of the gen - eral meetings when these decisions modify the rights of its members. Ordinary general meeting The ordinary general meeting takes all decisions other than those expressly reserved for extraordinary gen - eral meetings and those reserved for special meetings (see 4.2 Role of Shareholders ).
181 CHAMBERS.COM
Powered by FlippingBook