CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
Corporate action (action sociale) – Articles 165 et seq of the AUSCGIE A corporate action is the action for compensa - tion for the damage suffered by the company as a result of a fault committed by corporate officer(s) in the performance of their duties. The corporate action filed against one or several corporate officers can be initiated either by the company itself (through the other officers who are not involved) or by one or several share- holders in the case of failure of the competent bodies. The corporate action is reserved only for the shareholders holding shares on the day it is implemented and who retain the status of shareholder during the whole duration of the procedure. In the case of a SARL, Article 331 of the AUS - CGIe, provides that several shareholders may only claim compensation for the damage suf - fered by the company if they represent one quarter of the shareholders and one quarter of the company shares. These two conditions are cumulative. However, in the case of an SA, the shareholders can only exercise the corporate action if they represent at least one twentieth of the share capital (Article 741 of the AUSCGIE). The individual and corporate action can be trig - gered and acted upon concurrently/simultane - ously. Grounds for Liability A breach of directors’ duties would give rise to their liability. Similar provisions govern the rules pertaining to the liability of corporate officers and directors in the different types of companies that have been described: SARL, SA and SAS. A distinction must be made between civil and criminal liability.
Civil liability of the manager of a SARL and the directors of an SA The liabilities are similar for the manager of a SARL and the directors of an SA. They are lia - ble – individually or jointly and severally, as the case may be – to the company or to third parties, either for breaches of the laws or regulations applicable to companies, or for breaches of the articles of association, or for misconduct in their management. If several managers or directors have co-operated in the same acts, the compe - tent court will determine the contribution of each of them to the compensation for the damage. In addition to the action for compensation for the damage suffered personally, the sharehold - ers representing one quarter of the shareholders and one quarter of the shares may – either indi - vidually or by grouping together – proceed with the social action for liability against the manager or director(s). No clause in the articles of asso - ciation may make the exercise of the corporate action subject to the prior notice or authorisation of the meeting or entail a waiver in advance of the exercise of this action. No decision of the meeting may have the effect of extinguishing an action for liability against the managers for misconduct committed in the performance of their duties. Any decision to the contrary is null and void. Civil liability of the CEO of an SA The same rules of individual and social respon - sibility apply to the CEO. Civil liability of the directors of an SA Directors are individually or jointly and severally liable to the company or to third parties, either for breaches of the laws or regulations applica - ble to an SA, or for breaches of the provisions
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