CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
services. It is also suitable for young entrepre - neurs with few resources, owing to its low for - mation cost. SA The SA is a company in which shareholders are only liable for the company’s debts up to the amount of their contributions. Shareholders’ ownership rights are represented by shares. The minimum share capital of an SA is XOF10 million. It must be fully subscribed by the share - holders and at least one quarter of the total share capital must be paid up at the time of incorpora - tion and the remainder must be paid up within three years. The SA under the AUSCGIe, may be held by a single shareholder. In terms of management and administration, the founder(s) must choose une - quivocally in the articles of association between: • an SA with a board of directors (one share - holder or more); or • an SA with a general manager (up to three shareholders). The founders of an SA must appoint a statutory auditor and an alternate auditor, chosen from among experts who are members of the Order of Chartered Accountants of Côte d’Ivoire (Arti - cle 695 of AUSCGIE). SA with a board of directors The board of directors is composed of a mini - mum of three persons and a maximum of 12 members, shareholders or not. The articles of association may require each director to own a number of shares of the company over which they preside. It is possible to appoint corporate directors, who appoint a permanent representa - tive to the board.
The board appoints the chair of the board of directors from among the natural persons who are members of the board and also appoints the CEO of the company, who may be one third of the board. It may also be decided to appoint a chair and CEO who will combine both roles. The board of directors determines the compa - ny’s strategic objectives and ensures their imple - mentation. It controls and verifies the proper functioning of the company and settles matters regarding the company through its deliberations. The chair of the board of directors presides over board meetings and general meetings. The chair must ensure that the board assumes control of the management of the company, which is entrusted to the CEO under the board’s over - sight. The CEO is responsible for the general man - agement of the company and represents the company it in its relations with third parties. At the suggestion of the CEO or the chair/CEO, the board of directors may appoint one or more individuals to assist the CEO or the chair/CEO as deputy CEO. SA with a general manager (administrateur général) The general manager assumes responsibility for the administration and general management of the company. They represent it in its relations with third parties and convene and chair the gen - eral meetings of shareholders. The general man - ager is vested with the broadest powers to act in all circumstances on behalf of the company but must exercise these powers within the limits of the corporate purpose and subject to those powers expressly attributed to shareholders’ meetings by the AUSCGIe, and, where applica - ble, by the articles of association.
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