COTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
In the event of a loss of half of the share capital, an extraordinary general meeting must be convened with - in four months of the general meeting that recorded this loss, on pain of penal sanctions or at the request of any interested party for dissolution of the company. In an SAS, the rules of majority and quorum are set by the articles of association. 4.4 Shareholder Claims The bases of claim that exist for shareholders against the company or directors are as follows: • against the company – the shareholders do not have a liability claim against the company; and • against the directors – see 4.2 Role of Sharehold- ers in Company Management (social action, individual action, alert procedure). 4.5 Shareholders in Publicly Traded Companies In Côte d’Ivoire, there is no comprehensive regime that imposes systematic disclosure obligations on shareholders of publicly traded companies compa - rable to those in certain developed markets (such as mandatory notifications when crossing specific share - holding thresholds). Disclosure obligations in listed companies are primar - ily governed by the regional framework of the West African Economic and Monetary Union (WAEMU), in particular the regulations of the Regional Council for Public Savings and Financial Markets (CREPMF) and the rules of the Bourse Régionale des Valeurs Mobil- ières (BRVM). These rules primarily impose trans - parency obligations on listed companies, including periodic and ongoing disclosure to the market, rather than extensive direct disclosure obligations on share - holders. In practice, interactions with the BRVM and licensed brokerage firms ( Sociétés de Gestion et d ’ Intermédiation – SGI) may involve case-by-case disclosure requirements depending on the nature of the transaction. However, Côte d’Ivoire has recently introduced a com - prehensive beneficial ownership transparency frame -
work applicable to all legal entities, including publicly traded companies. Law No 2024-362 of 11 June 2024 establishes a Reg - ister of Beneficial Owners ( Registre des bénéficiaires effectifs ) for legal entities and legal arrangements. This register is maintained at the level of each competent court registry, with a centralised national register held at the Commercial Court of Abidjan. Legal entities are required to: • identify and maintain accurate, up-to-date informa - tion on their beneficial owners; • declare such information to the competent court registry; and • update the information within one month of any change affecting beneficial ownership. The declaration must include detailed information on the beneficial owners, including identity, nationality, residence, ownership structure and the nature and extent of control exercised. Failure to comply with these obligations may result in criminal sanctions, including fines and imprisonment of the legal representative. In addition, Decree No 2024-583 of 26 June 2024 determines the modalities of access to the beneficial ownership register. Access to beneficial ownership information is struc - tured as follows: • unrestricted access for competent authorities (including judicial authorities, tax authorities and the financial intelligence unit); • partial access for reporting entities and obliged entities under AML legislation; and • limited access for the public to basic information. This framework significantly enhances corporate transparency and aligns Côte d’Ivoire with interna - tional standards on beneficial ownership disclosure.
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