CÔTE D’IVOIRE Trends and Developments Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
Furthermore, Directive No 02/2015/CM/UEMOA of 2 July 2015, concerning anti-money launder - ing and counter-terrorism financing, incorpo - rates provisions requiring the identification of beneficial owners. In Côte d’Ivoire, Law No 2024-362 of 11 June 2024, establishing the beneficial ownership reg - ister for legal entities and legal arrangements, has further reinforced this framework. Implementation of the register in OHADA member states The aforementioned external influences ‒ nota - bly, the recommendations of FATF ‒ have led to the progressive emergence of a legal frame - work adapted to the region’s specificities while meeting international standards, which aims at strengthening transparency in legal structures across the OHADA region. At the community level, the Uniform Act on Commercial Companies and Economic Inter - est Groups ( Acte Uniforme révisé relatif au droit des Sociétés Commerciales et du Groupement d’Intérêt Économique , or AUSCGIE) now impos - es ‒ through Articles 744-1, 746-1 and 746-2 ‒ an obligation for each covered entity to maintain an internal register of its beneficial owners. How - ever, the AUSCGIe, does not yet mandate the creation of a centralised register accessible to the authorities or to the public. Therefore, the concrete organisation and publicity of the reg - isters depend on the domestic laws of each OHADA member state. The transposition of the obligation to maintain a beneficial ownership register reveals nota - ble disparities among OHADA member states. Some countries, such as Côte d’Ivoire, Senegal, Cameroon, and Benin, have adopted specific legislation that even goes beyond the minimum
requirements of the AUSCGIE. Other states are still in the process of adopting implementing texts or operationalising the mechanism. Depending on the country, three main models for implementing the register can be observed: • direct integration into the RCCM ( Registre du Commerce et du Crédit Mobilier ) ‒ in some countries (such as Côte d’Ivoire), information relating to beneficial owners is incorporated into the registration or modification proce - dures recorded at the RCCM, which acts as the public reference registry; • creation of a distinct register ‒ other states have set up a separate register (although it is still recorded and certified by the RCCM); and • management of the register by specific AML authorities. Practical modalities for maintaining the beneficial ownership register Within the OHADA region, the following entities are required to declare their beneficial owners: • commercial companies governed by the AUSCGIe, ( société à responsabilité limitée (SARL), société anonyme (SA), société par actions simplifiée (SAS), société en nom col- lectif (SNC), etc); • civil companies, when subject to registration with the RCCM; • branches of foreign companies operating within a member state; and • economic interest groups (EIGs). The information generally required under the national laws of OHADA member states is aligned with international standards. Each entity must collect and record in its internal register the following:
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