CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Pursuant to Article 137 of the AUSCGIE, at the close of each fiscal year the manager or the board of directors or the general manager (as the case may be) must prepare and close the financial statements in accordance with the pro - visions of the Uniform Act on the Organisation and Harmonisation of Companies’ Accounting. As required by the revised Article 140 of the AUSCGIE, for an SA, an SAS and (where appli - cable) a SARL, the annual summary financial statements and the management report are sent to the auditors at least 45 days before the date of the ordinary general meeting. These documents are presented to the general meeting of the com - pany approving the financial statements, which must be held within six months of the end of the financial year. 6.2 Disclosure of Corporate Governance Arrangements Pursuant to Article 138 of the AUSCGIE, the manager, the board of directors or the general manager (as the case may be) draws up a man - agement report in which they describe the situ - ation of the company during the past financial year, its foreseeable evolution, the important events that occurred between the closing date of the financial year and the date on which it is drawn up, and – in particular – the prospects for the continuation of the activity, the evolution of the cash-flow situation and the financing plan. This report is therefore financial, but the AUS - CGIe, allows for the creation of committees – composed of directors, within the board and under the direction of a director – to deal with particular aspects of the life of the company
a majority of three quarters of the capital in a SARL and two thirds in an SA. However, unanimity is required in the case of: • an increase of the shareholders’ commit - ments; • transformation into an SAS; and • transfer of the registered office to a state other than a state party to the AUSCGIE. In the event of a loss of half of the share capital, an extraordinary general meeting must be con - vened within four months of the general meeting that recorded this loss, on pain of penal sanc - tions or request by any interested party for dis - solution of the company. In an SAS, the rules of majority and quorum are set by the articles of association. 5.4 Shareholder Claims The bases of claim that exist for shareholders against the company or directors are as follows: • against the company – the shareholders do not have a liability claim against the company; and • against the directors – see 5.2 Role of Share- holders in Company Management (social action, individual action, alert procedure). 5.5 Disclosure by Shareholders in Publicly Traded Companies As far as is known, there are no disclosure or other obligations on shareholders in publicly traded companies.
225 CHAMBERS.COM
Powered by FlippingBook