BURKINA FASO Law and Practice Contributed by: Bobson Coulibaly, Pierre Yanogo, Oumarou Cisse and Diana Woba, SCP Yanogo Bobson
• reserving the trading name of the company; • drawing up a subscription form, which records the subscription of shares represent - ing cash contributions; • depositing the company’s share capital with a bank or the Bar Association Trust Fund ( Caisse Autonome de Règlement Pécunier des Avocats (CARPA)) and drawing up a notarial declaration of subscription and pay - ment (DS) by a notary; • obtaining an address for the company by signing a lease agreement for the head office or purchasing a property to be used as the head office; • drafting the company’s constitutional docu - ments, such as the articles of association and how the general meeting is going to be held; • registering the company’s incorporation documents with the tax authorities; • registering the company with the Registre du Commerce et du Crédit mobilier (RCCM). This is a publicity measure required for the company to acquire legal personality. To this end, additional documents will be appended to the articles of association and the minutes of the general meeting and the entire file will be submitted to the Centre de Formalité des Entreprises (CEFORE) for registration; and • publishing a legal notice of incorporation of the company in a newspaper permitted by law. The average time for incorporating a company is three weeks. This does not include registration and drafting formalities. 3.3 Ongoing Reporting and Disclosure Obligations Under Article 52 of the Uniform Act on General Commercial Law (AUDCG), if the company’s sit - uation subsequently undergoes changes relating to the shareholders, or the corporate objective
or the directors of the company, it must notify the RCCM of the amendment to its articles of association within 30 days. Annual financial statements reflecting the com - pany’s financial position must be filed with the commercial court and the tax office the com - pany is attached to each year. Companies also have to declare the identity of their ultimate beneficiaries to the commercial court and the tax office they are attached to. If the identity of the ultimate beneficiary changes, companies must file amending declarations. 3.4 Management Structures Management structures depend on the legal form of each entity. SA An SA has a board of directors. It may be a one- tier management system with a single board of directors, headed by a chairman who also acts as chief executive officer and is responsible for managing and representing the company. A dual management system may also exist in an SA with a board of directors, headed by a chair - man of the board of directors and a managing director, who is responsible for the management of the company. The managing director has all of the powers to act on behalf of the company. The chairman of the board of directors represents the board and organises and directs the work of management but does not represent the com - pany in its relations with third parties. In an SA with a general administrator, a one-tier management structure is usually adopted, with a general administrator managing the company and the shareholders exercising their control at general meetings.
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