CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
Management Expertise Pursuant to Article 159 of the AUSCGIE, one or more shareholders representing at least one tenth of the share capital may ‒ either individually or by grouping together in any form whatsoever – request the competent court of the registered office, ruling within a short period of time, to appoint one or more experts to present a report on one or more management operations. Provisional Administration When the normal functioning of the company is made impossible, either because of the man - agement, executive or administrative bodies or because of the shareholders, the competent court – ruling within a short period of time – may decide to appoint a provisional administrator for the purpose of temporarily managing the com - pany’s affairs (Article 160-1 of the AUSCGIE). Given that ‒ according to the general law of civil liability ‒ the potential liability of directors is likely to be implemented as soon as it can be established that they have committed errors in the performance of their duties and that these errors have had harmful consequences for the company, the shareholders or third parties, the liability of a director or officer can only be limited by proving that the damage results either from a force majeure or from a fault of the victim or of a third party. Any clause to the contrary in the articles of asso - ciation is deemed to be unwritten. 4.10 Approvals and Restrictions Concerning Payments to Directors/ Officers Article 325 of the AUSCGIE In a SARL, the duties of a manager may be performed free of charge or with remuneration, under the conditions laid down in the articles of
of the articles of association, or for misconduct in their management. Civil liability of the president/chairperson of an SAS The same rules of individual and social respon - sibility as those mentioned for the manager and the CEO apply to the president. Criminal liability The AUSCGIe, contains criminal provisions in the event of offences committed by corporate officers: • the incorporation of companies; • the management, administration and direction of the company; • general meetings; • changes in the capital of an SA, capital reductions; • company control; • dissolution of companies; • liquidation of companies; and • in the event of a public offering for savings. Law No 2017-727 of 9 November 2017 of Côte d’Ivoire describes the penalties incurred for the offences referred to in the Uniform Act. It pro - vides for sanctions against those in control of the company, who may abuse their power or commit crimes by consciously going against the com - pany’s interest or by not following procedures and depriving the relevant parties of their rights to participate in the company’s management. 4.9 Other Bases for Claims/Enforcement Against Directors/Officers Other bases for claims or enforcement against directors or officers for breaches of corporate governance requirements in Côte d’Ivoire are as follows.
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