CABO VERDE LAW AND PRACTICE Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Júlio Martins Júnior and Manuel Esteves Albuquerque, Raposo Bernardo & Associados
1. Corporate Governance Requirements 1.1 Corporate Forms and Governance Requirements In Cabo Verde, most business organisations are incor - porated in the form of companies with distinct legal personality. The principal forms of corporate are as follows. Public Limited Company (Sociedade Anónima or SA) – Used for Large Companies This type of company has the following characteris - tics: • Minimum share capital of EUR0.01. • A minimum of two shareholders. A single-share - holder public limited company incorporation is permitted if the single shareholder is another company. • As a general rule, public limited companies are incorporated by means of a private document (articles of association). Additional formalities may apply if the shareholders perform contributions in kind. • As a rule, the transfer of shares is free and may be carried out by means of an agreement between the parties. • The governing bodies of a public limited company are as follows – (a) A management board, generally with a mini - mum of three members. Management can be entrusted to one director if the turnover for two consecutive years is expected to be less than CVE10 million. In addition to the election of the effective members of the board of directors, substitute directors must be elected in num - bers not exceeding one third of the effective directors – this means three effective members and one substitute member, or one effective member and one substitute. (b) A shareholder meeting. (c) A supervisory board (three members) or one auditor – a member of the supervisory board or the auditor must be certified. (d) An auditor (for large companies).
• Shareholders’ liability is limited to capital sub - scribed, but shareholders are jointly and severally liable for all contributions contained in the by-laws. • Flexibility of capital – only registered shares are allowed. Registered shares are transferred by endorsing the share certificate in the name of the transferee. Notice must be given to the company for the purposes of registration in the share book. Book-entry shares are transferred by registration in the transferee’s bank account. The only limit on the free transfer of shares may arise from any pre- emption rights that have been established by the shareholders in the articles of association. Limited Liability Partnership (Sociedade por Quotas) – Primarily Used for Small Businesses This type of company has the following characteris - tics: • A minimum share capital of EUR0.01. • A minimum of two shareholders as a rule. Single- shareholder limited liability company incorporation is permitted. • As a general rule, limited companies are incorpo - rated by means of a private document (articles of association). Additional formalities may apply if the shareholders perform contributions in kind. • The transfer of shares may be carried out by means of an agreement between the parties, except when the incorporation has been made through public deed. • The company is governed by management by one or more directors. An auditor is not mandatory, but companies that do not have a supervisory body must appoint a certified auditor to carry out the statutory audit if turnover is greater than CVE10 million and/or the number of employees is more than ten. • Shareholders’ liability is limited to capital sub - scribed, but shareholders are jointly and severally liable for all contributions contained in the by-laws. The transfer of shares must be made by written agree - ment between the parties. The articles of association may set limits or conditions on the transfer of shares or preemptive rights in favour of other shareholders or the company itself.
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