CABO VERDE LAW AND PRACTICE Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Manuel Esteves de Albuquerque and Mafalda Contumélias Batista, Raposo Bernardo & Associado s
Companies that are not subject to special legal regimes must report the following: • annual accounts, which are to be filed annu - ally with the commercial registry and must be publicly available; • a statement of commencement of activity from the tax authorities; • a statement of commencement of activity for social security purposes; and • any amendment to the articles of incorpora - tion. 3.4 Management Structures For a sociedade anónima , the management must be structured as a board of directors, with a minimum of three members or an executive board of directors. Where the share capital does not exceed EUR90,691, the board of directors can be replaced by a single director. For sociedades por quotas , management is dis - charged by one or more managers, who must be individuals, designated by the shareholders. 3.5 Directors’, Officers’ and Shareholders’ Liability Directors can face civil and criminal liability. Directors’ Civil Liability Members of the board of directors can be held liable towards the company for damages caused by acts or omissions resulting from disrespect of their legal or contractual duties, unless the directors can prove that they did not act wilfully or maliciously. As an expression of the business judgement rule, liability is waived if directors can prove that they acted in an informed manner, free of any personal interest and using the criterion of corporate rationality. A director who does not
exercise the right of opposition conferred by law, when able to do so, will be jointly liable for the acts they could have objected to. Directors are not liable towards the company if the act or omission is part of a resolution of the general meeting, even if that resolution is voida - ble. However, directors will not be released from liability on the favourable opinion or consent of the supervisory body. Directors’ Criminal Liability Under Cabo Verdean law, only crimes expressly provided for in the law can be punishable. Com - panies and individuals can be held criminally liable. Directors can be liable for any action wilfully per - formed on behalf of the company whenever such action qualifies as a crime and even if the rel - evant type of crime requires (to qualify as such) certain elements that can only occur in the com - pany or if an agent acts in its own interest and the director acted in the company’s interest. Misdemeanour Proceedings Certain actions of the directors can qualify as misdemeanours and incur fines and acces - sory penalties applicable to the relevant agent (either a company or generally a director acting on behalf of the company). 4. Employment Law 4.1 Nature of Applicable Regulations The employment relationship is regulated by the Labour Code (Legislative Decree No 5/2007 of 16 October). Several other laws regulate impor - tant issues, such as work-related accidents and sickness.
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