CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
At the suggestion of the general manager, the general meeting may mandate one or more dep - uty general manager(s) to assist the director, as well as to decide other powers delegated to the deputy general manager. The SA is a suitable form of company for the establishment of joint ventures, for companies with significant investments to make, and for companies engaged in regulated banking or financial activities. SAS Introduced in the AUSCGIe, in 2014, the SAS is a company set up by one or more sharehold - ers where the articles of association determines the organisation and operation of the company, subject to certain mandatory rules (eg, compe - tence of the shareholders’ general meeting to approve the accounts or amend the articles of association). The liability of the shareholders is limited to the contributions and there is no minimum share capital required to create an SAS. When creat - ed by a single shareholder, it is called a single- person simplified joint stock company ( société par actions simplifiée unipersonnelle , or SASU). The company is represented by a chairperson, appointed under the conditions provided for in the articles of association. The chairperson is vested with the broadest powers to act on behalf of the company within the limits of the corporate purpose. The articles of association freely determines the decisions that must be taken collectively by the shareholders and stipulate the conditions and forms in which the shareholders must take these decisions. Decisions taken in violation of the statutory clauses are null and void.
The appointment of one or more auditors is optional unless the SAS meets two of the fol - lowing conditions at the end of the financial year: • a balance sheet total exceeding XOF125 mil - lion; • an annual turnover exceeding XOF250 million; and/or • a permanent workforce of more than 50 people. An SAS that controls or is controlled by one or more companies is also required to appoint at least one auditor. This form of commercial company is appropriate for companies with diverse shareholder profiles – ie, particularly where investors and project lead - ers, equity companies, and companies operat - ing in the field of services and new technologies are among the company’s shareholders. 1.2 Sources of Corporate Governance Requirements As Côte d’Ivoire is a member state of the Organi - sation for the Harmonisation of Business Law in Africa ( Organisation pour l’Harmonisation en Afrique du Droit des Affaires , or OHADA), com - pany law in Côte d’Ivoire is subject to OHADA law – more specifically, to the AUSCGIE. The articles of association and the shareholders’ agreement are also sources of corporate gov - ernance. Ivorian law can also be a source of corporate governance requirements for companies, pro - vided that it complements rather than contra - dicts OHADA laws.
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