CÔTE D’IVOIRE Trends and Developments Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
The Beneficial Ownership Register: An Effective Tool for Combating Money Laundering in the OHADA Region? The transparency of corporate structures has become a major issue in the African econom - ic landscape, increasingly marked by a strong desire to attract foreign investment. At the same time, money laundering is emerging as a major challenge for the economies of the Organisation for the Harmonisation of Business Law in Africa ( Organisation pour l’Harmonisation en Afrique du Droit des Affaires , or OHADA) member states. Indeed, in a context where illicit financial flows – estimated at between USD50 and USD90 bil - lion dollars per year, according to the United Nations – deprive Africa of vital resources, Afri - can states have gradually strengthened their AML frameworks. The introduction of transpar - ency mechanisms, such as the beneficial own - ership register, constitutes a direct response to these challenges. This article aims to analyse the scope and effec - tiveness of this register within the OHADA region by examining its legal framework, modalities of implementation, sanction regimes, and perspec - tives for future development. Definition and legal framework The obligation to maintain a beneficial owner - ship register represents a true innovation under Ivorian law, as well as in several other OHADA member states, since such a requirement did not previously exist in the OHADA Uniform Acts themselves. In Côte d’Ivoire, Article 49 ter (new) of the Tax Procedure Code provides: “Commercial com - panies and civil companies, regardless of their form and activities, must keep at the disposal of the Administration a register of their beneficial
owners. The beneficial owner is defined in para - graph 11 of Article 1 of Law No 2016-992 of 14 November 2016, relating to combating money laundering and the financing of terrorism. The register referred to above must be kept up to date with any changes affecting the beneficial ownership of the legal entity and presented upon any requisition by the Administration.” Thus, the beneficial owner, also known as the economic beneficiary, is defined as: • the natural person(s) who ultimately own(s) or control(s) a client; and/or • the natural person on whose behalf a transac - tion is conducted. This definition also includes those who ultimately exercise effective control over a legal entity or legal arrangement. The threshold commonly applied aligns with international standards, meaning a direct or indi - rect ownership of at least 25% of the share capi - tal or voting rights. However, control may also be exercised through other means, such as specific statutory provisions or shareholder agreements. The primary objective of the register is to enhance financial transaction transparency by preventing legal entities from concealing the true identity of the individuals behind them. The establishment of the beneficial owner - ship register in the OHADA region comes in an increasingly demanding international context, driven by organisations such as the World Bank and the Financial Action Task Force (FATF), of which several OHADA member states are mem - bers.
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