BURKINA FASO Law and Practice Contributed by: Bobson Coulibaly, Pierre Yanogo, Marie France Zagre and Diana Woba, SCP Yanogo Bobson
5.4 Shareholder Claims The main claims of shareholders against com - pany or directors are as set out below: • Unequal distribution of dividends – If share - holders consider that the company is dis - tributing dividends in unfair or discriminatory ways, they can contest this practice in court. Article 889 of the AUDSCGIe, stipulates that company directors who, in the absence of an inventory or by means of a fraudulent inven- tory, knowingly distribute fictitious dividends among shareholders or associates are liable to criminal penalties. • Decisions prejudicial to shareholders’ inter - ests – Shareholders may take legal action against the company or its directors if the latter make decisions prejudicial to sharehold - ers’ legitimate interests. • Violation of the company’s articles of associa - tion – Shareholders may contest any action taken by the company or its directors which contravenes the provisions of the company’s articles of association. • Failure by directors to meet their obligations – Shareholders can remove directors from office if they fail to meet their obligations, and sue them if their actions cause them preju - dice. 5.5 Disclosure by Shareholders in Publicly Traded Companies Obligation of Information for Publicly Traded Companies With regard to disclosure requirements, the pro - visions of Article 86 and following of the AUS - CGIe, provide that companies offering shares to the public must publish a public information document in the country of the company’s reg - istered office and, where applicable, in the other countries in which the public is solicited. This document contains the information necessary
to enable investors to make an informed evalu- ation of the assets and liabilities, financial posi - tion, results and prospects of the issuer and any guarantors, as well as the rights attached to the shares. The information document must be distributed by: • publication in newspapers authorised to carry legal announcements; • making a brochure available for consultation by any person at the company’s registered office and at institutions responsible for the financial servicing of the negotiable shares; • posted on the company’s website or, where applicable, on the websites of financial inter - mediaries placing or selling the negotiable securities; • posted on the website of the stock exchange where admission to trading is requested; and • placed online on the website of the compe - tent authority of the country of the registered office if the latter has decided to offer this service. Disclosure Obligations in Relation to the Ultimate Beneficial Owner of Publicly Traded Companies Pursuant to Decree no 2022-0234/PRES- TRANS/PM/MATDS/MJDHRI/MEFP on the obligation to declare and keep a register of the ultimate beneficial owners of legal entities and legal entities, any company, whether or not it is quoted on the stock exchange, must declare its ultimate beneficial owners to the commercial court and keep a register of ultimate beneficial owners endorsed and initialled by said court. The 2022 and 2023 finance acts amending the General Tax Code (CGI) of Burkina Faso intro - duced a new system of beneficial ownership
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