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
In the event of abuse of majority power, for example, when a decision is taken in the exclusive interest of the majority shareholders to the detriment of the com - pany or minority shareholders, the latter may bring an action for annulment or liability against the directors or majority shareholders. This mechanism is essential to maintain investor confidence and ensure a sustain - able balance between the various interests involved. 4.3 Disclosure and Reporting Obligations The Investment Code establishes reporting obliga - tions and procedures with national authorities (to obtain tax/customs benefits): a project declaration allows access to the incentive scheme and, for eligible projects, approvals or authorisations may be required. Thus, an investor who wishes to benefit from exemp - tions or special status must complete administrative procedures and provide financial supporting docu - ments and a description of the project. In Côte d’Ivoire, the FDI is subject to a declaration regime and a set of legal, economic, and social obliga - tions. Any foreign investment involving the ownership of at least 10% of the capital of an Ivorian company must be declared to the Directorate General of the Treasury and Public Accounting in accordance with regional rules on capital movements. These declara - tions, which are required when creating, acquiring, or selling shareholdings, are intended to ensure the transparency and traceability of FDI flows. The benefits of this regime are subject to several cumulative conditions. Investors must keep regular accounts in accordance with OHADA accounting law, whether they are companies or individuals engaged in commercial activities or not. They must also be subject to a real taxation regime, whether simplified or normal, and strictly comply with the environmental standards in force. Investments must also relate to new equipment suitable for the sustainable transfor - mation of available resources, particularly in the con - text of responsible forest management. Investors must comply with national laws and regu - lations, promote partnerships between national and foreign actors, use local suppliers and subcontractors, and contribute to capacity building for Ivorian person - nel through training and technology transfer.
Beneficiaries of advantages must comply with applica - ble technical, social, health, and environmental stand - ards, as well as international quality standards. They are required to promote human and labour rights in accordance with the principles of ISO 26000, to guar - antee their employees’ safety conditions in accord - ance with local legislation, and to actively participate in social projects for the benefit of local communities. Finally, investors must refrain from any act of corrup - tion or money laundering. The funds used for invest - ments must come from lawful sources, and any vio - lation in this regard will result in the forfeiture of the benefits granted and the application of the penalties provided for by law. Thus, the Ivorian system combines disclosure, com - pliance, and accountability, balancing investment attractiveness with requirements for transparency, good governance, and sustainable development. Côte d’Ivoire has a developing and increasingly sophisticated capital markets sector, largely integrat - ed within the WAEMU and regulated by the regional stock exchange (BRVM), which serves all WAEMU member states. The BRVM provides companies with the ability to raise capital through equity issuance (shares) and bond offerings, although market liquidity remains relatively limited compared with more mature African markets. The regulatory framework for public offerings and investor protection is harmonised across WAEMU, providing transparency and predictability for inves - tors. 5. Capital Markets 5.1 Capital Markets Overview Despite the existence of the BRVM, bank financing remains the dominant source of funding for most busi - nesses, particularly for SMEs. Commercial banks pro - vide loans, overdrafts, and structured financing, often secured by tangible assets. Private equity, venture capital, and development finance institutions also play a growing role, especially in sectors such as agribusi - ness, energy, and infrastructure.
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