COTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements Pursuant to Article 137 of the AUSCGIE, at the close of each fiscal year, the manager, the board of direc - tors or the managing director (as the case may be) must prepare and close the financial statements in accordance with the provisions of the Uniform Act on the Organisation and Harmonisation of Companies’ Accounting. As required by the revised Article 140 of the AUS - CGIE, for an SA, an SAS and – where applicable – a SARL, the annual summary financial statements and the management report are sent to the auditors at least 45 days before the date of the ordinary general meeting. These documents are presented to the gen - eral meeting of the company approving the financial statements, which must be held within six months of the end of the financial year. 5.2 Corporate Governance Arrangement Disclosure Pursuant to Article 138 of the AUSCGIE, the manager, the board of directors or the managing director (as the case may be) draws up a management report in which they describe the situation of the company dur - ing the past financial year, its foreseeable evolution, the important events that occurred between the clos - ing date of the financial year and the date on which it is drawn up and – in particular – the prospects for the continuation of the activity, the evolution of the cash- flow situation and the financing plan. This report is therefore financial, but the AUSCGIE allows the creation of committees – composed of directors within the board and under the direction of a director – to deal with particular aspects of the com - pany’s life (Article 437 of the AUSCGIE). Thus, accord - ing to Article 437 Section 2: “[The board of directors] may decide to create committees composed of direc - tors to study the questions that it or its chair[person] submits to them for advice. It shall determine the com - position and powers of the committees, which shall carry out their activities under its responsibility.”
The AUSCGIE also requires the mandatory presence of audit committees in companies issuing stock to the public to ensure better corporate governance. The audit committee must report regularly to the board of directors on the performance of its duties and must inform the board of directors without delay of any dif - ficulties encountered (Article 829-1 of the AUSCGIE). In addition, agreements entered into directly or through an intermediary between the company and one of its managers, directors or shareholders are the subject of a special report by the auditor at the general meeting. 5.3 Incorporation and Registration Commercial companies are required to make filings with the Companies Registry of the registered office for the following: • the appointment or termination of the functions of company executives (Article 124 of the AUSCGIE); • a draft merger or demerger (filed in the Trade and Personal Property Credit Register of the registered office of the companies concerned at least one month before the date of the first general meeting called to decide on the operation) (Article 194 of the AUSCGIE); • the dissolution of the company, by filing in the Trade and Personal Property Credit Register the deeds or minutes deciding upon or recording the dissolution and by amending the entry in the Trade and Personal Property Credit Register (Article 202 of the AUSCGIE); • liquidation of the company by the deposit of the final accounts drawn up by the liquidator, with either the decision of the meeting of shareholders ruling on these liquidation accounts, the discharge of the liquidator’s management and the discharge of their mandate or – failing this – the court deci - sion referred to in the preceding article in order to obtain the striking-off of the company from the Trade and Personal Property Credit Register (Arti - cles 219 and 220 of the AUSCGIE); • approval of the company’s accounts by filing the summary financial statements (ie, the balance sheet, the profit-and-loss account, the financial table of resources and uses and the annexed state - ment of the past financial year) within one month of
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