CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
• any natural or legal person who is subject to a prohibition, incapacity or incompatibility provided for by a legal or regulatory provision; and • minors and incapable adults in companies where they would be liable for the company’s debts beyond their contributions. Company shares are called “actions” (in French) in joint stock companies and “parts sociales” in other companies (Articles 7 and 51 of the AUS - CGIE). The contribution made by the shareholders determines their rights and obligations within the company: • a right on the profits made by the company; • a right on the net assets of the company at the time of their distribution, at the time of dissolution, or at the time of a reduction of the company’s capital and intervention in the social affairs of the company; • an obligation to contribute to the losses in certain forms of company; and • the right to participate in the vote of share - holders’ collective decisions. The rights and obligations of the shareholders are proportional to their contribution. In addition, according to Article 54 of the AUS - CGIE, clauses that attribute to a shareholder all of the profit made by the company or exempt them from all of the losses – as well as clauses that exclude a shareholder entirely from the prof - it or make them responsible for all of the losses – are deemed unwritten. Disagreement between shareholders constitutes a cause for dissolution of commercial compa -
nies within the meaning of Article 200 of the AUSCGIE. In limited liability companies, the shareholders are only liable for the company’s debts up to the amount of their contributions. The limited liability companies are: • the SARL; • the SAS; and • the SA. In the case of debts in such a company, the lia - bility of the shareholder is limited to the loss of the total amount of their contributions in share capital and their contributions in the sharehold - ers’ current account. Shareholders who hold management positions within the company may also be liable – individu - ally or jointly ‒ to the company or third parties, either for breaches of the law or the articles of association (civil or criminal liability) or for faults committed in their management. Under OHADA law, share ownership is verified by the registration of shares in the name of the shareholder in the register of registered shares held for this purpose by the company. 5.2 Role of Shareholders in Company Management The shareholders have a certain right of control over the management of the company, which differs according to the type of company. SARL Shareholders Any non-managing shareholder can, twice a year, ask the manager questions in writing about any fact that could jeopardise the con - tinuity of the business. The manager must then provide answers within 15 days, in writing, to
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