BURKINA FASO Law and Practice Contributed by: Bobson Coulibaly, Pierre Yanogo, Marie France Zagre and Diana Woba, SCP Yanogo Bobson
5. Corporate Reporting and Disclosures
authority or by the ministry in charge of finance (Sec - tion 90 of the AUDSCGIE). The information document must be distributed by: • publication in newspapers authorised to carry legal announcements; • making a brochure available for consultation by any person at the company’s registered office and at institutions responsible for the financial servicing of the negotiable shares; • posting on the company’s website or, where appli - cable, on the websites of the financial intermediar - ies placing or selling the negotiable securities; • posting on the website of the stock exchange where admission to trading is requested; and/or • posting on the website of the competent authority of the country of the registered office if the latter has decided to offer this service. Disclosure obligations in relation to the ultimate beneficial owner of publicly traded companies Pursuant to Decree No 2022-0234/PRES-TRANS/ PM/MATDS/MJDHRI/MEFP of 31 May 2022 on the obligation to declare and keep a register of the ben - eficial owners of legal entities and legal entities, any company, whether or not it is quoted on the stock exchange, must declare its beneficial owners to the commercial court and keep a register of beneficial owners endorsed and initialled by the said court. The 2022 and 2023 finance acts amending the Gen - eral Tax Code (CGI) of Burkina Faso introduced a new system of beneficial ownership declaration, requiring legal entities of all forms and activities to identify their beneficial owners, and to keep a register of beneficial owners at their registered office. The declaration of beneficial owners is drawn up using a form that conforms to the administration’s standard form. It should be noted that the form used by the tax authorities is different from that used by the commer - cial court. Information on the stock market of listed companies must be specified.
5.1 Financial Reporting Requirements Periodic Financial Reporting Requirements In a limited company ( sociétés anonymes ), simplified joint stock companies ( sociétés par actions simpli- fiées ) and, where applicable, in limited liability com - panies ( sociétés à responsabilité limitée ), the annual summary financial statements and the management report are sent to the statutory auditors at least 45 days before the date of the ordinary general meeting in accordance with Article 140 AUDSCGIE. Article 269 of the AUDSCGIE also requires commer - cial companies to file with the Trade Registry ( Registre de Commerce et de Crédit Mobilier, or RCCM), within one month of their approval by the competent body, the summary financial statements – ie, the balance sheet, the income statement, the financial table of resources and uses and the appended statement for the past financial year. Article 95 of the General Tax Code states that com - panies are required to declare, by 30 April each year at the latest, the amount of their taxable income for the financial year ended 31 December of the previous year using a form that complies with the tax authori - ties’ model. 5.2 Corporate Governance Arrangement Disclosure The following corporate governance arrangements must be disclosed in these reports: • regulated agreements (between a public limited company and one of its directors, managing direc - tors or deputy managing directors); • agreements between a company and a shareholder holding 10% or more of the company’s capital; • agreements between a company and a business or legal entity, if one of the directors, managing direc - tor or deputy managing director or a shareholder holding 10% or more of the company’s capital is the owner of the business or a partner with unlim - ited liability, manager, managing director or deputy managing director, managing director or deputy managing director or other corporate officer of the
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