COTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
4.2 Role of Shareholders Shareholders have a certain degree of control over the company’s management, which varies by company type. SARL Shareholders Twice a year, any non-managing shareholder may, in writing, ask the manager about any fact that could jeopardise the continuity of the business. The man - ager must then provide written answers to the share - holder’s questions within 15 days. Within the same time limit, they must send a copy of the questions and their answers to the auditor, if there is one (Article 157 of the AUSCGIE). SA and SAS Shareholders Any shareholder who does not have managerial status may, twice a year, ask the chairperson of the board of directors, the CEO or the managing director (as the case may be) in writing about any fact likely to jeop - ardise the continuity of the business. The chairperson of the board of directors or the CEO (as the case may be) must then reply, in writing, within 15 days to the questions asked by the shareholder. Within the same period, they must send the auditor a copy of the ques - tions and their answers (Article 158 of the AUSCGIE). The shareholder is also able to direct the actions of the corporate officers, thanks to: the holding of ordinary general meetings, during which the corporate documents are controlled and approved (summary financial statements, management reports, inventories, draft resolutions, the auditor’s report and the auditor’s special report on regulated agreements (if any)); • individual action (see 3.8 Breach of Directors’ Duties ); and • corporate action (see 3.8 Breach of Directors’ Duties ). 4.3 Shareholder Meetings All shareholders have the right to participate in the voting of collective decisions (Article 125 of the AUS - CGIE). There are two kinds of collective decisions: ordinary decisions and extraordinary decisions (Article 132 of the AUSCGIE). These decisions can be made
at general meetings or through written consultation (Article 133 of the AUSCGIE). All deliberations of the shareholders are recorded in the minutes (Article 134 of the AUSCGIE). The manager is in charge of convening the general meeting. In the event of their failure to do so, the audi - tor may substitute for the manager. Failing this, the shareholders may request the convening of the meet - ing in court. The methods of convening the meeting are set out in the articles of association. The ordinary general meeting congregates at least once a year (within six months of the end of the financial year). An extension of the deadline may be requested from the president of the competent court ruling on a petition. The pur - pose of the ordinary general meeting is: • to approve the summary financial statements, the management report and the inventory (Article 140 of the AUSCGIE for the SA, SARL and SAS) – to this end, the aforementioned documents are com - municated at least 15 days before the meeting by the company directors; • to decide on the allocation of the result (Article 142 of the AUSCGIE); and • to determine the allocations to optional reserves, the share of profits to be distributed and the amount of any retained earnings (Article 144 of the AUSCGIE). In an SARL and an SA, the decisions are made by a majority of the votes present and represented. The extraordinary general meeting takes extraordinary collective decisions (ie, decisions to amend the arti - cles of association). It is decided by a three-quarters majority of the capital in an SARL and by a two-thirds majority of the capital in an SA. However, unanimity is required in the case of: • an increase in the shareholders’ commitments; • transformation into an SAS; and • transfer of the registered office to a state other than a state party to the AUSCGIE.
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