COTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
their approval by the competent body (Article 269 of the AUSCGIE); • transferable securities (for their enforceability against third parties); and • transfer of shares (for the enforcement of their rights against third parties) (Articles 319 and 763-1 of the AUSCGIE). The filings relating to the incorporation or the modi - fication of the company (merger, liquidation of a company), as well as the pledges or the collective procedure, are publicly available upon request to the company’s registry. However, specific documents such as financial statements are not available. Fail - ure to make these filings renders the modifications/ actions carried out unenforceable. 5.4 Global Anti-Money Laundering Anti-money laundering (AML) requirements in Côte d’Ivoire primarily derive from the regional framework applicable across the West African Economic and Monetary Union (WAEMU). The Uniform Law adopted by the WAEMU Council of Ministers on 31 March 2023 on the fight against money laundering, the financing of terrorism and the proliferation of weapons of mass destruction has been implemented in Côte d’Ivoire through Ordinance No 2023-875 of 23 November 2023, ratified by Law No 2024-363 of 11 June 2024. This framework aims to prevent and repress money laundering, terrorism financing and the proliferation of weapons of mass destruction. Reporting entities include financial institutions, des - ignated non-financial businesses and professions (DNFBPs) and any natural or legal person involved in financial or economic transactions that may expose them to AML/CFT risks. Key obligations include: • customer due diligence and identification of benefi - cial owners; • ongoing monitoring of business relationships; • implementation of internal policies, procedures and controls;
• record-keeping obligations; and • reporting of suspicious transactions to the Finan - cial Intelligence Unit (CENTIF). The legislation also requires a risk-based approach, under which reporting entities must assess and miti - gate risks associated with their activities and clients. Personal Liability of Directors Directors and legal representatives may incur civil, administrative and criminal liability in the event of non- compliance with AML obligations. The applicable framework provides for significant sanctions, including fines and imprisonment, for indi - viduals who are: • involved in money laundering activities; or • failing to comply with their reporting obligations. • Professional and regulatory sanctions may also be imposed where applicable. 6. Audit, Risk and Internal Controls 6.1 External Auditors In the SA, the appointment of an auditor is mandatory. It takes place during the constitutive general meeting (for the first appointment). An SA making a public appeal for savings must appoint at least two auditors and two deputies. An SA that does not make a public offering is required to appoint one auditor and one substitute. As regards the other corporate forms, this appoint - ment is optional, except where the company exceeds certain thresholds (see 1.1 Forms of Corporate/Busi- ness Organisations ). The auditor’s duties include: • evaluating the contributions in kind realised at the time of the constitution of a SARL or an SA; • reviewing and certifying the financial statements; • presenting the agreements between the company and its shareholders or its directors to the general meeting or the board of directors; and • making requests to the company’s directors con - cerning all facts likely to compromise the continuity
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