COTE D’IVOIRE Trends and Developments Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
The four most common mistakes The analysis of the practice in the OHADA area reveals four categories of recurring errors that can lead to the questioning or blocking of the transformation, as outlined below. • Insufficient capital: the company plans to con - vert into a public limited company, but has not increased its capital to the required level. The assembly decides simultaneously on the increase and the transformation, but the formalities are not carried out in the right order, making the transfor - mation null and void by operation of law. • The absence or deficiency of the auditor’s report: either the report does not exist or it was drawn up by an unauthorised professional. This is an abso - lute cause of nullity, not subject to regularisation. • Forgotten statutory clauses: pre-emption rights, approval clauses or anti-dilution provisions that impose a prior procedure that the managers have failed to trigger. • Contractual negligence: credit, distribution or licence agreements contain clauses for a change of corporate form that are interpreted as triggering events for early repayment, discovered after the conversion decision. Prospects for transformation in the era of African integration The gradual entry into force of the African Continental Free Trade Area (AfCFTA) and the intensification of pan-African investment flows are giving the transfor - mation of societies a new strategic dimension. Ivorian groups setting up in Morocco or Rwanda, Moroccan investors entering the capital of Senegalese compa - nies: these cross-border operations require agile legal structures capable of adapting to local market require - ments and the expectations of foreign partners. The SAS, introduced in the revised AUSCGIE of 2014, responds to this need for flexibility. Its high statutory freedom – which allows for the allocation of voting rights, the organisation of tailor-made entry and exit mechanisms and the creation of diversified share classes – makes it the most sought-after transforma - tion target for companies seeking to attract sophis - ticated investors or prepare for an external growth operation.
Beyond the technical aspects, the transformation embodies a vision: that of African companies robust enough to reinvent themselves without breaking. In a context where corporate governance is increas - ingly scrutinised by institutional investors, ESG rating organisations and international business partners, the ability to evolve one’s legal structure in a transparent and orderly manner has become a strong signal of maturity and credibility. Conclusion The transformation of commercial companies under OHADA law is a mechanism of remarkable elegance: it reconciles the necessary flexibility of corporate struc - tures with the protection of all stakeholders’ interests. It allows growth without disruption, change without loss. Its success is due to two conditions that are not equally visible but equally important. The first, tech - nical, is the perfect mastery of the regulatory corpus: AUSCGIE, applicable labour law, national tax regime, RCCM requirements. The second, human, is the abil - ity to involve all the people concerned in the project: partners, employees, creditors, bankers. Corporate transformations are likely to become increasingly important throughout OHADA economies over the coming years. Several structural trends support this evolution, as outlined below. • First, African businesses are becoming larger and more sophisticated. Companies increasingly require governance structures capable of support - ing complex financing arrangements and interna - tional partnerships. • Second, private equity activity continues to expand across West Africa. Investors frequently require governance restructurings before completing transactions. • Third, family-owned businesses are progressively entering succession and institutionalisation phas - es, creating a growing demand for governance restructuring tools.
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