BENIN Law and Practice Contributed by: Nicolin Assogba, D2A SCPA
The Case of Public Enterprises Public enterprises are subject to an enhanced duty of accountability, together with economic and financial supervision specific to the regime of Law No 2020-20. This requirement takes the form of the regular trans - mission of their financial statements and the control of their management. 5.3 Incorporation and Registration The Registration Body Companies acquire legal personality through their registration in the Trade and Personal Property Credit Register ( Registre du Commerce et du Crédit Mobilier , or RCCM), a register of OHADA origin kept at the reg - istry of the competent court. In Benin, the formalities are centralised within the One-Stop Shop for Business Formalisation ( Guichet Unique de Formalisation des Entreprises , or GUFE) of the Investment and Export Promotion Agency, now accessible online. Formalities and Their Effect Every company, with the exception of the joint ven - ture ( société en participation ), must be registered within one month of its incorporation; the articles and the identity of the officers are filed, and subsequent changes are the subject of amending entries. The information in the register is, in principle, accessible to the public, and the annual accounts are filed there. In the absence of registration, the company lacks legal personality and cannot, in that capacity, act validly vis-à-vis third parties. Control The registry verifies the formal regularity of the dec - larations, while the agency co-ordinates the admin - istrations involved in formalisation. Failure to update the entries exposes the company and its officers to penalties. 5.4 Global Anti-Money Laundering The Applicable Framework Benin’s regime for combating money laundering and the financing of terrorism derives from the uniform WAMU framework. It was transposed by Law No 2018-17 of 25 July 2018, amended by Law No 2020- 25 of 2 September 2020, and most recently updated by Law No 2024-01 of 20 February 2024, which aligns Beninese law with the most recent international stand -
ards. The National Financial Intelligence Processing Unit ( Cellule Nationale de Traitement des Informations Financières ; CENTIF) is the central body, responsible for gathering, analysing and disseminating financial intelligence. Obligations on Companies Reporting entities must identify their clients and ben - eficial owners, understand the ownership and control structure of legal persons, keep records and report suspicious transactions to CENTIF. On the financial market, licensed actors are subject to equivalent due-diligence and customer- and beneficial-owner- identification obligations under the regulator’s rules. The identification of the beneficial owner – the natural person who ultimately exercises control – lies at the heart of this regime. Board Oversight and Officers’ Liability Boards of directors are expected to put in place a compliance and internal-control system suited to the money-laundering risk, particularly in regulated sec - tors. Officers incur personal liability: criminal penal - ties in the event of a money-laundering or terrorist- financing offence, and administrative or disciplinary penalties in the event of a failure of compliance sys - tems. This liability justifies the direct involvement of the governance bodies in overseeing the risk. 6. Audit, Risk and Internal Controls 6.1 External Auditors The Appointment Requirement The public limited company must appoint at least one statutory auditor, together with an alternate, responsi - ble for the statutory audit of its accounts. The private limited company is required to do so only above cer - tain thresholds of capital, turnover or workforce. The statutory auditor is appointed by the ordinary general meeting for a fixed term and must offer guarantees of independence from the company audited. Duties and the Relationship With the Company The statutory auditor certifies the regularity and fair - ness of the financial statements and verifies the con - sistency of the information given to the members. The auditor has a permanent right to information, reports
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