BURKINA FASO Law and Practice Contributed by: Bobson Coulibaly, Pierre Yanogo, Oumarou Cisse and Diana Woba, SCP Yanogo Bobson
2.3 Commitments Required From Foreign Investors Article 10 of Law 13-2013/AN states that no one may carry on a commercial activity, directly or through an intermediary, if they have been sub - ject to a: • final or temporary general ban imposed by a court, whether the prohibition has been issued as a principal or complementary pen - alty; • ban imposed by a professional court. In this case, the ban only applies to the commercial activity in question; or • ban resulting from a final sentence of depriva - tion of liberty for an ordinary individual of at least three months’ unsuspended imprison - ment for an offence against property or an economic or financial offence. Any foreign investor must comply with the appli - cable regulations in Burkina Faso and the con - ventions the country is a party to. 2.4 Right to Appeal An investor has two months from the date of a decision failing to authorise an investment to challenge the decision in the administrative courts. 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity The most common types of company in Burkina Faso are the limited liability company ( Société à Responsabilité Limitée (SARL)), the public lim - ited company ( Société Anonyme (SA)), the sim - plified joint stock company ( Société par Actions Simplifiée (SAS)) and a branch.
SA The revised OHADA Uniform Act on the Law of Commercial Companies and Economic Interest Groups (the “AUDSCGIE”) sets no minimum or maximum number of shareholders for the incor - poration and continuity of the SA. An SA may have just one shareholder, which is known as a Société anonyme unipersonnelle . The company must also have capital of at least XOF10 million. This must be divided into shares with a par value freely determined by the articles of association. Shareholders are only liable for the company’s debts up to the amount of their contributions and their rights are represented by shares under Article 385 of the AUDSCGIE. The AUDSCGIE provides for two types of SA. The first is a board of directors SA and the sec - ond is a managing director SA. The main management body of an SA with a board of directors is the board of directors. This is a collegial body with a minimum of three and a maximum of 12 members. SAs can be managed by a board of directors consisting of individuals or legal entities. If they are legal entities, they must appoint a permanent representative for the duration of their term of office, who will have the same responsibilities as if they were a director themselves. SAs are therefore an ideal legal form for big com - panies with big projects. SARLs Article 3 of Decree 2016-314/PRES /PM/MJDH - PC/MINEFID/MCIA amending Decree 2014-462/ PRES/PM/MJ/MEF/MICA of 26 May 2014 lay - ing down national provisions applicable to the form of articles of association and share capital
93
CHAMBERS.COM
Powered by FlippingBook