COTE D’IVOIRE Trends and Developments Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
These reorganisations may aim to: • centralise strategic activities; • isolate operational risks; • separate regulated and non-regulated businesses; • facilitate financing arrangements; or • optimise internal governance. Such restructurings are common in infrastructure, telecommunications, banking, logistics and energy sectors. Governance Implications of Corporate Transformations Corporate transformations do not only affect a com - pany’s legal form. They also fundamentally alter governance structures and internal decision-making mechanisms. Modification of corporate organs Under OHADA law, the transformation of a company generally results in the termination of the powers of existing management or administrative organs where those organs are incompatible with the new corporate form; for example: • transforming an SARL into an SA may require the appointment of a board of directors or a managing director; • transforming a partnership into a capital company may significantly alter governance powers and vot - ing rights. This creates an important governance transition peri - od that must be carefully managed. In practice, businesses often underestimate the oper - ational consequences of these governance chang - es. The legal transformation itself may be relatively straightforward, while the practical implementation of new governance structures may require substantial internal adaptation. Shareholder protection mechanisms OHADA law includes several mechanisms designed to protect shareholders during transformations.
Certain transformations require unanimity where shareholder obligations increase as a result of the operation. This is notably the case when a company transforms into a structure involving unlimited share - holder liability. The transformation process also generally requires: • shareholder approval; • amendment of the articles of association; • publication formalities; and • compliance with statutory quorum and majority requirements. These safeguards are intended to ensure that share - holders fully understand the implications of the restructuring. The role of statutory auditors Statutory auditors play a particularly important role in certain transformations, for example: • an SARL may only transform under specific finan - cial conditions; • an SA transformation often requires certification that the company’s assets are at least equal to share capital. These requirements seek to protect both sharehold - ers and third parties against abusive or financially unsound restructurings. In practice, auditor reports frequently become central documents during negotiations with investors, lenders or regulators. Transparency and publicity requirements Corporate transformations must be disclosed through RCCM registration and publication formalities. These formalities are essential because they ensure: • enforceability against third parties; • transparency of governance changes; and • legal security for creditors and business partners.
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