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
4.2 Relationship Between Companies and Minority Investors In Côte d’Ivoire, the relationship between a company and its minority investors is governed primarily by the AUSCGIE, supplemented by national legislation, in particular the Investment Code and the AMF-UEMOA regulation for listed companies. This relationship is based on a balance between the majority power nec - essary for the effective management of the company and the protection of minority investors against abuse by the majority. In SAs and SARLs, minority investors are recognised as partners with governance, financial, and informa - tional rights. The fundamental principles are based on the right to dividends, the right to participate in meet - ings, the right to vote in proportion to the shares held, the right to information, and the right to appeal in the event of abuse of power. The AUSCGIE thus guaran - tees transparency and fairness in relations between the company and its minority investors. In public (listed) companies, the protection of minority investors is reinforced by stock market regulations. The AMF-UEMOA imposes obligations of continuous disclosure, publication of financial statements, and compliance with governance rules. Minority investors benefit in particular from the right to fair treatment during takeover bids or exchanges, the right to regular financial information, and the right to withdraw in the event of a substantial change in control. The concept of transparency is central here, in order to prevent conflicts of interest and market manipulation. In private companies, the protection of minority inves - tors relies more on the articles of association and shareholder agreements (if any). These instruments may include pre-emption, tag-along, approval, or anti- dilution clauses to ensure that the interests of minority investors are protected in the event of a change in share ownership or a capital increase. The AUSCGIE also allows minority investors representing at least one-tenth of the share capital to request the conven - ing of a general meeting, to add items to the agenda, or to appoint an expert to examine certain suspicious transactions.
requires a minimum share capital of XOF10 million (CFA francs) (approximatively EUR15,244) (Article 387 of AUSCGIE) and a mandatory auditor. Its manage - ment can be organised either in the form of a board of directors or a general administrator (Article 414 of AUSCGIE). SA’s are subject to strict obligations of transparency, publication of accounts and internal controls. For small and medium-sized enterprises, the limited liability company (SARL) is the most common form. It requires a minimum capital of XOF1 million (approxi - matively EUR1,524) (Article 311 of AUSCGIE) and offers simplified governance, provided by one or more managers. The transfer of shares is governed by an approval mechanism, ensuring control over the com - position of the capital. The more recent simplified joint-stock company (SAS) also attracts investors thanks to its contractual flex - ibility and flexibility in the organisation of management bodies. The economic interest group (GIE) completes this overview, facilitating co-operation between com - panies without creating a company as such. For foreign investors, the choice of legal form has sev - eral strategic implications. The SARL and SAS offer considerable contractual freedom and are suitable for wholly-owned subsidiaries or joint ventures, while the SA is preferred for large-scale projects requiring public funding or enhanced institutional credibility. Govern - ance and audit requirements are more stringent for SAs, but they reinforce the confidence of partners and authorities. Côte d’Ivoire generally allows foreigners to hold 100% of the capital, subject to specific authorisations in cer - tain regulated sectors (banking, mining, and telecom - munications). The Investment Code offers significant guarantees: • freedom to transfer capital and profits; • equal treatment of domestic and foreign investors; and • protection against expropriation.
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