COTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
Disclosure of Payments No public disclosure obligations in relation to the remuneration, fees or benefits payable to directors and officers for companies have been identified, except for publicly traded companies. Indeed, Article 831-2 of the AUSCGIE requires disclosure of the report pre - pared by the chairperson of the board of directors, which, in addition to the composition of the board of directors and its operating conditions, includes the compensation allocated to the corporate officers. Regarding other disclosures, pursuant to Article 432 of the AUSCGIE, the exceptional remuneration of direc - tors for missions and mandates entrusted to them or the reimbursement of travel expenses and expenses incurred in the interest of the company, must be the subject of a special report by the auditor to the general meeting. A shareholder is a natural or legal person who con - tributes to the company (in kind, in cash or through industry). In return, the company delivers shares (Arti - cles 7 and 51 of the AUSCGIE). The status of a shareholder is regulated by Articles 7 to 9 of the AUSCGIE. Those persons who cannot be shareholders are: • any natural or legal person who is subject to a pro - hibition, incapacity or incompatibility provided for by a legal or regulatory provision; and • minors and incapable adults in companies where they would be liable for the company’s debts beyond their contributions. Company shares are called “actions” (in French) in joint stock companies and “ parts sociales ” in other companies (Articles 7 and 51 of the AUSCGIE). 4. Shareholders 4.1 Companies and Shareholders The contribution made by the shareholders deter - mines their rights and obligations within the company: • a right on the profits made by the company;
• a right on the net assets of the company at the time of their distribution, at the time of dissolu- tion or at the time of a reduction of the company’s capital and intervention in the social affairs of the company; • an obligation to contribute to the losses in certain forms of company; and • the right to participate in shareholders’ collective decisions through voting rights. The rights and obligations of the shareholders are pro - portional to their contributions. In addition, according to Article 54 of the AUSCGIE, clauses that attribute to a shareholder all of the profit made by the company or exempt them from all of the losses, as well as clauses that exclude a shareholder entirely from the profit or make them responsible for all of the losses, are deemed unwritten. Disagreement among shareholders constitutes grounds for the dissolution of commercial companies under Article 200 of the AUSCGIE. In limited liability companies, shareholders are liable for the company’s debts only up to the amount of their contributions. The limited liability companies are: • the SARL; • the SAS; and • the SA. For these types of companies, shareholders are only liable for company debts up to the amount of their share capital contributions and any sums they have provided through shareholders’ current accounts. They cannot be required to pay more than what they have invested or advanced to the company. Shareholders who hold management positions within the company may also be liable – individually or jointly – to the company or third parties, either for breaches of the law or the articles of association (civil or criminal liability) or for faults committed in their management.
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