COTE D’IVOIRE LAW AND PRACTICE Contributed by: Abdourahim Bodeen Diallo, Albert Dione, Tokpanan Doré, Joane-Dominique Bah, Thierno Moustapha Diallo, Mamadou Billo Barry and Nasrine Akrah, Thiam & Associés
tory considerations must be taken into account when structuring a domestic M&A transaction. At the corporate level, the OHADA Uniform Act estab - lishes the approvals required for share transfers, asset disposals, mergers and changes of control. Depend - ing on the company type, these approvals may involve board decisions, shareholder resolutions or extraor - dinary general meetings. Legal formalities such as updating the company’s by-laws, filing documents at the Trade and Personal Property Credit Register (RCCM) and publishing notices may also be required to render the transaction enforceable against third parties. In regulated sectors, obtaining prior approval from the competent authority is often mandatory in the event of a change in control. The mining sector requires approval or notification for transfer of shares or assets linked to mining titles. The banking sector subjects acquisitions of qualifying holdings in financial institu - tions to authorisation by the BCEAO. Telecommunica - tions and energy operators may also need approval to transfer licences, concessions or operational rights. These requirements can significantly influence the structure and timeline of a transaction. Other regulations that investors should keep in mind when considering this type of transaction are noted below. Competition/Antitrust Review • Mergers and acquisitions that may significantly reduce competition or create a dominant position are subject to review under the Competition Law enforced by the Autorité Nationale de Régula- tion des Marchés Publics et de la Concurrence (ANRMP-C). • Notifications are typically required before closing, particularly for transactions exceeding turnover or asset thresholds, and the authority can impose conditions or block the transaction to protect mar - ket competition. Securities Regulation • If the target company is listed on the BRVM or if the acquisition triggers a mandatory tender offer
(OPA) under AMF-UMOA rules, approvals and dis - closures are required. • This includes submission of offer documents, pricing justifications, and compliance with minority shareholder protection mechanisms. Other Considerations • Labour law compliance – transfer of employees may trigger obligations under employment laws. • Environmental and social approvals – particularly for mining, industrial, and infrastructure assets, environmental permits or impact assessments may be required. • Tax clearance – verification that corporate taxes and obligations are up to date may be required for certain filings. • Foreign Exchange and Payment Regulation – cross-border payments, capital contributions, shareholder loans and repatriation of dividends must comply with declaration and documentation requirements. 4. Corporate Governance and Disclosure/Reporting 4.1 Corporate Governance Framework Corporate governance in Côte d’Ivoire falls within the harmonised framework of OHADA law, governed by the Uniform Act on Commercial Companies and Eco - nomic Interest Groups (AUSCGIE), adopted in 2014. This text is the main source of regulation applicable to the constitution, organisation and operation of com - mercial companies in the 17 OHADA member states, including Côte d’Ivoire. The corporate governance framework aims to ensure transparency, executive accountability, shareholder protection and good corporate management. Com - pany articles of association also play an essential role, specifying internal governance procedures in accord - ance with OHADA law. In Côte d’Ivoire, the most commonly used legal forms are public companies and private companies. For large companies or those intended to be listed, the “Société Anonyme” (SA) is the preferred form. It
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