BURKINA FASO Law and Practice Contributed by: Bobson Coulibaly, Pierre Yanogo, Oumarou Cisse and Diana Woba, SCP Yanogo Bobson
for SARLs in Burkina Faso states that the share capital of the SARL is freely set by the partners in the articles of association. However, this amount can never be less than the nominal value of a share, which is XOF5,000. The SARL is a company with a legal personal - ity distinct from that of the shareholders. This means it has rights as well as obligations. It must have at least one shareholder and sharehold- ers are entitled to a share of profits as well as to information about the company. The liability of each shareholder is limited to the amount of their contributions (Article 309 of the AUSCGIE). Setting up a company in the form of a SARL is attractive from a legal perspective, because of its flexibility and the relative simplicity of draft - ing the articles of association and operating procedures. A SARL is the best legal form for start-ups. SAS Under the terms of Article 853-1 of the AUD - SCGIE, an SAS is a company set up by one or more shareholders. Their organisation and operation are freely provided for in the articles of association, subject to the mandatory rules set out in the same deed. In the absence of legal provisions on a given point, the law refers shareholders to the operat - ing rules applicable to an SAS. Shareholders of an SAS are only liable for the company’s debts up to the amount of their con - tributions. In terms of an SAS, the quasi-freedom offered to shareholders and its flexibility are its main ben - efits and makes it one of the corporate forms
that is growing in popularity. An SAS is best used for joint ventures (JVs). Branch A branch is a commercial, industrial or service establishment belonging to a company or an individual, with a degree of management auton - omy in line with the provisions of Article 116 of the AUDSCGIE. It does not have an autonomous legal personality distinct from that of the com - pany or individual owner. The rights and obliga - tions arising from its activities or resulting from its existence are included in the assets and lia - bilities of the company or individual owner. A branch may be established by a foreign com - pany or individual. It is subject to the law of the State in which it is located. When owned by a foreign individual, the branch must be transferred to an existing or new com - pany from the relevant State, within two years of its creation, unless it is exempted from this obligation by an order of the Trade Minister of the State the branch is located in. The rigidity of the operating rules, which are strictly governed by the AUDSCGIE, leave the founders very little freedom to manage the com - pany. The formalities involved in setting up a branch are simpler than those for commercial compa - nies, as no articles of association need to be drawn up. All that is required to set up a branch is a decision by the shareholders of the holding company. However, given its limited lifetime of two years, it is more suited to projects that can be carried out within a short timeframe. 3.2 Incorporation Process The main steps in setting up a company are:
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