CABO VERDE Law and Practice Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Júlio Martins Júnior and Manuel Esteves Albuquerque, Raposo Bernardo & Associados
• The company is governed by management with one or more directors. An auditor is not mandatory, but companies that do not have a supervisory body must appoint a certi - fied auditor to carry out the statutory audit if turnover is greater than CVE10 million and/or the number of employees is more than ten. • Shareholders’ liability is limited to capital subscribed, but shareholders are jointly and severally liable for all contributions contained in the by-laws. • The transfer of shares must be made by written agreement between the parties. The articles of association may set limits or condi - tions on the transfer of shares or pre-emptive rights in favour of other shareholders or the company itself. 1.2 Sources of Corporate Governance Requirements Corporate governance requirements are derived from laws and regulations, recommendations and internal rules set forth by companies them - selves. Laws and Regulations These contain the majority of corporate govern - ance rules and requirements: • The Commercial Companies Code (CSC) approved by Legislative Decree No 2/2019. • The Securities Code in its latest version approved by Law 101/IX/2020. • The Banking Law approved by Law No 62/ VIII/2014. Recommendations Listed companies and the ones operating in banking and financial sector are subject to addi - tional recommendations issued by corporate governance codes, to which they must refer.
They must also take into consideration recom - mendations issued by the by sectoral regula - tory entities, such as the Central Bank of Cape Verde or the Multisectoral Economic Regulatory Agency. Internal Rules Companies may adopt internal rules, such as by-laws, board internal regulations, codes of ethics or of conduct which set forth specific corporate governance rules and requirements. 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares Listed companies are subject to mandatory corporate governance requirements and recom - mendations. First of all, only companies organ - ised as Public Limited Companies ( Sociedade Anónima or SA) are authorised to trade their shares on a regulated market. To promote a high corporate governance stand - ard, the Securities Code contains corporate governance standards, especially with regard to compliance with the duty of information. Companies must produce annual information on corporate governance, in the following terms. • Capital structure, including indication of shares not admitted to trading, different cat - egories of shares, rights and duties inherent to them and percentage of capital that each category represents. • Possible restrictions on the transferability of shares, such as consent clauses for sale, or limitations on share ownership. • Qualified holdings in the company’s share capital. • Identification of shareholders holding special rights and description of these rights.
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