COTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
SAS Decision-Making The SAS is a company set up by one or more share - holders and whose articles of association freely pro - vide for the organisation and operation of the com - pany. The company is represented with regard to third parties by a president appointed under the conditions provided for in the articles of association. The presi - dent is vested with the broadest powers to act in all circumstances on behalf of the company, within the limits of the corporate purpose. The articles of asso - ciation may provide for the conditions under which one or more persons other than the president, bear - ing the title of chief executive officer or deputy chief executive officer, may exercise the powers conferred on the latter by the articles of association. The articles of association determine which decisions must be taken collectively by the shareholders and stipulate the forms and conditions under which those decisions must be made. However, the powers vested in the extraordinary and ordinary general meetings of joint stock companies are, under the conditions stipu - lated by the articles of association, exercised collec - tively by the shareholders in matters of: • increase, amortisation or reduction of capital; • merger; • demerger; • partial contribution of assets; • dissolution; • transformation into a company of another form; • appointment of auditors; • annual accounts; and • profits. 2.3 Decision-Making Processes Decisions are taken by general meetings, which may be ordinary or extraordinary and which decide accord - ing to the majority and quorum rules set out in the AUSCGIE or, in the case of the SAS, in the articles of association. These rules differ according to the corporate form (see 4.3 Shareholder Meetings for the majority and the type of decision). The general meetings are convened by the corporate representa - tives, following a formal procedure prescribed by the AUSCGIE.
The shareholders are convened at least 15 days before the meeting by hand-delivered letter against a receipt or by registered letter with a request for acknowledge - ment of receipt or by fax or email. The notice of meet - ing indicates the date, place and agenda of the meet - ing. The meeting cannot deliberate on a question that is not registered on its agenda. These decisions of the shareholders must be record - ed in the minutes, which indicate the date and the place of the meeting, the names and first names of the shareholders present, the agenda, the documents and reports submitted for discussion, a summary of the debates, the text of the resolutions put to the vote and the results of the votes. An SA may be managed by a board of directors con - sisting of at least three and not more than 12 mem - bers, who may or may not be shareholders. The arti - cles of association may require that each director own a number of shares in the company for which they make determinations. This provision shall not apply in the case of employees appointed as directors. Every director must, on the day of their appointment, hold the number of shares required by the articles of asso - ciation or during their term of office. In the case of an infringement, the director must resign from their office within three months of their appoint - ment or – if the infringement occurs during their term of office – within three months of the date of the trans - fer of shares giving rise to the infringement. At the end of this period, the director shall be deemed to have resigned from their mandate and must return the remuneration received (in whatever form) without the validity of the deliberations in which they took part being called into question. 3. Directors and Officers 3.1 Board Structure The auditors exercise a supervisory role and must disclose any violations in their report to the annual general meeting. The first directors are appointed by the articles of association or, where appropriate, by the constituent general meeting.
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