CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
It is also possible for an SAS to set up a board of directors. 3.2 Decisions Made by Particular Bodies SARL Decision-Making In relation to the shareholders and in the absence of determination of the manager’s powers by the articles of association, the manager may carry out all acts of management in the interest of the company. Where there is more than one man - ager, they shall hold separately the powers pro - vided for in the articles of association, except for the right of each of them to object to any transaction before it is concluded. Opposition by one manager to the acts of another manager is without effect with regard to third parties, unless it is established that the third parties have knowl - edge of it. SA Decision-Making SA with a board of directors The board of directors determines the SA’s stra - tegic objectives and ensures their implementa - tion. Within the limits of the company’s purpose and subject to any decision-making powers expressly delegated to the shareholders’ meet - ings, the board of directors deals with any issue concerning the proper operation of the company and – through the board members’ deliberations – settles matters that concern the SA. The board of directors carries out any such con - trols and verifications as it deems appropriate. The board of directors may entrust one or more of its members with special mandates for one or more specific purposes. The chairperson of the board of directors chairs the meetings of the board of directors and the general assemblies. The chairperson must ensure that the board of directors assumes the control of the management of the company,
which is entrusted to the general manager. At any time, the chairperson of the board of direc - tors may carry out the verifications the chairper - son deems appropriate and may obtain from the general manager – who is obliged to comply – all the documents the chairperson deems useful for the accomplishment of that purpose. The general manager is responsible for the gen - eral management of the company. They repre - sent the company in its relations with third par - ties. SA with a general manager The general manager is responsible for the administration and general management of the company. They represent the company in its relations with third parties, and convene and chair the shareholders’ meetings. The general manager is vested with the broadest powers to act in all circumstances in the name of the com - pany but must exercise them within the limits of the corporate purpose and subject to those powers expressly conferred on shareholders’ meetings by the AUSCGIe, and, where applica - ble, by the articles of association. Meetings in the SA Extraordinary general meeting The extraordinary general meeting is the only body empowered to modify the statutes in all their provisions. The extraordinary general meet - ing is also competent to: • authorise mergers, demergers, transforma - tions and partial contributions of assets; • transfer the registered office to any other city of the OHADA contracting state where it is located or to the territory of another state; and • dissolve the company early or extend its term (see 5.3 Shareholder Meetings ).
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