CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Marine Quinitric and Frédérique Sery-Kore, SCP Houda & Associés
Private Companies For private (non-listed) companies governed by OHA - DA law, there are no statutory shareholding disclosure thresholds comparable to those applicable to listed companies. 4.3 Hurdles to Stakebuilding Disclosure Thresholds for Listed Companies For companies listed on the BRVM, the disclosure thresholds set by the AMF-UMOA regulatory frame - work (10%, 20%, 33.33%, 50% and 66.66%) are mandatory and cannot be modified by a company through its articles of association or internal rules. These thresholds are considered part of the region - al financial market regulatory framework and are designed to ensure transparency and protect market integrity. Transfer Restrictions and Shareholder Arrangements Although disclosure thresholds cannot be altered, companies may include contractual or statutory mechanisms that affect the ability of investors to build a stake. Such mechanisms may include: • approval clauses requiring shareholder consent before shares may be transferred to third parties; • pre-emption rights allowing existing shareholders to acquire shares before they are transferred to new investors; and • shareholder agreements containing standstill com - mitments or other contractual limitations on share transfers. These mechanisms may limit the practical ability to acquire a significant stake but do not affect the dis - closure obligations imposed under AMF-UMOA regu - lations.
operates at three levels: OHADA law, UEMOA regula - tion and the BRVM regional financial market. OHADA Framework Under OHADA law, the Revised Uniform Act on Com - mercial Companies and GIE ( Acte uniforme relatif au droit des sociétés commerciales et du groupe - ment d’intérêt économique (AUSCGIE), Article 744, paragraph 6) allows joint-stock companies ( sociétés anonymes ) to enter into financial contracts, including derivatives, subject to authorisation by the competent authority in each member state. However, OHADA law does not establish a detailed regulatory regime for derivatives, leaving many opera - tional aspects to regional financial market rules. UEMOA Regulation At the regional level, the AMF-UMOA and the BCEAO regulate financial transactions. • Regulation No 06/2024/CM/UEMOA permits resi - dents to engage in derivatives transactions with approved intermediaries or banks for the purpose of hedging currency or price risks. Non-residents may also participate in such transactions under certain conditions. • Instruction No 66/CREPMF/2021 allows collective investment schemes ( Organisme de Placement Collectif en Valeurs Mobilières – OPCVM) to invest in derivatives linked to BRVM-listed instruments or approved over-the-counter (OTC) markets, sub - ject to strict conditions. Derivatives are primarily intended for hedging purposes, and certain prac - tices such as short-selling remain restricted for investment vehicles. Côte d’Ivoire does not currently operate a fully devel - oped organised derivatives market. As a result, there is generally no standalone obligation to publicly dis - close derivative transactions at the securities market level. However, for companies listed on the BRVM, deriva - tives may need to be disclosed where they constitute material commitments or have a significant impact 4.5 Filing/Reporting Obligations Securities and Market Disclosure
4.4 Dealings in Derivatives Multilayer Legal Framework
Dealings in derivatives are legally permitted in Côte d’Ivoire, although the regulatory framework remains limited and continues to evolve. The legal architecture
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