BURKINA FASO Law and Practice Contributed by: Bobson Coulibaly, Pierre Yanogo, Marie France Zagre and Diana Woba, SCP Yanogo Bobson
Supervisory Powers of the RCCM The RCCM exercises administrative and formal con - trol, focusing on the validity of the files submitted to it, the transparency of information, and the legal cer - tainty of transactions. For this reason, prior to any registration, the clerk veri - fies that the application complies with the supporting documents provided. The judge appointed to oversee the RCCM ensures the validity of registrations. He/she has the authority to order the rectification of a situ - ation, the correction of an inaccurate or incomplete declaration, or the cancellation of a registration. The RCCM does not verify the underlying veracity of the information (eg, fraud or false statements) and does not impose sanctions directly (this role falls to the courts). 5.4 Global Anti-Money Laundering Reporting Requirement Placed on Companies in Relation to Global Anti-Money Laundering (AML) Article 3 of Law No 046-2024/ALT of 30 December 2024 on the prevention of money laundering applies to any natural or legal person who, in the course of their professional activities, carries out, supervises, or advises on transactions involving deposits, exchang - es, investments, conversions, or any other move - ments of capital or other assets, that pose a risk or constitute an offence of money laundering, terrorist financing, or proliferation financing. Reportable entities are required to immediately report to the National Financial Intelligence Unit (CENTIF) any transactions or attempted transactions involving sums that they suspect or have good reason to suspect are derived from an offence of money laundering, terror - ist financing, or the proliferation of weapons of mass destruction, or from an underlying offence. Local Regulations for Board Members to Oversee AML The regulations do not impose any oversight obliga - tions on members of the board of directors. However, given their role in supervising the company’s activities, they must ensure that the company’s operations com - ply with the law and do not constitute money laun -
contracting legal entity (Article 438 et seq. AUD - SCGIE); • sureties, endorsements and guarantees (Article 449 AUDSCGIE); and • prohibited agreements (Article 450 AUDSCGIE). 5.3 Incorporation and Registration Body Through Which Companies are Registered Companies are registered with the RCCM located at the clerk’s office of the commercial court with jurisdic - tion over the registered office of the company to be incorporated. Filings required to be filed for incorporation with the RCCM For registration purposes, Article 47 of the Uniform Act on General Commercial Law (AUDCG) stipulates that companies must submit the following documents: • a certified copy of the articles of incorporation or the founding document; • the declaration of regularity and compliance or the notarised declaration of subscription and payment; • a certified list of managers, directors, officers, or partners who are indefinitely and personally liable or who have the authority to bind the company or legal entity; • a sworn statement signed by the applicant cer - tifying that he or she is not subject to any of the prohibitions provided for in Article 10 of the AUD - CG; this sworn statement must be supplemented within 75 days of registration by a criminal record extract or, failing that, by a document serving as its substitute; and • where applicable, prior authorisation for the appli - cant to carry out the activity. These documents are generally available to the public. To access them, a request must be made to the clerk’s office of the commercial court. However, in practice, the reason for the request must be justified when the request is made by a person other than an attorney, notary, or bailiff. Consequences of Failing to Make These Filings to the RCCM If the required documents are not submitted, the application for company registration will be rejected.
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