The stated capital shall be reduced, either by decreasing the nominal value of shares or by decreasing the number of shares.
The reduction of capital shall be authorized or decided by the extraordinary general meeting, that may give authority to the board of directors or the general director, as the case may be, to achieve it.
Under no circumstance, shall it undermine the shareholder’s equality except with the express consent of the disadvantaged shareholders.
The capital reduction project shall be communicated to the auditor forty-five (45) days at least before the extraordinary general meeting which decides or authorizes the capital reduction.
The auditor shall present a report to the extraordinary general meeting in which he offers his assessment of the causes and conditions of the capital reduction. Any deliberation conducted taken without the auditor’s report shall be null.
Where the board of directors or the general director, as the case may be, achieves the capital reduction further to the powers vested by the general meeting, it shall draft a report thereon to be published and shall amend the articles of association accordingly.
Creditors of the company cannot object to the reduction of capital when it is motivated by losses.
Creditors of the company, whose claims are before the date of the notice published in a legal notices journal relating to the minutes of the deliberations of the general meeting that decided or authorized the capital reduction, may object to the reduction of the company capital where the latter is not motivated by losses.
The objection period extended to creditors on the capital reduction is thirty (30) days from the date of publication of the notice in a newspaper authorized to publish legal notices of the headquarters location following the filing with the registry of commerce and securities of the minutes of the deliberations of the general meeting that decided on or authorized the capital reduction.
The objection is made by notice served by a bailiff or notified by any means that ascertain actual receipt thereof by the addressee and brought before the competent court through a summary hearing.
The capital reduction transactions cannot be launched during the objection period or, where applicable, before the entry of judgment at the first instance on the objection.
Where the objection is admitted, the capital reduction procedure shall be suspended until claims are reimbursed or guarantees are provided to creditors where the company offers such guarantees and they are deemed sufficient.
The capital reduction shall be subject to publicity formalities referred to in article 264 of the 2014 OHADA Law.
Resolutions passed in violation of articles 627 and 628 of the OHADA Law shall be null.