In each public limited company, supervision is exercised by one or more auditors.
The duties of an auditor shall be carried out by individuals or by companies formed by natural persons, under one of the forms provided by the 2014 OHADA Law.
If a professional body of certified public accountants/an order of certified public accountants exists in the State party of the headquarters of the company to be audited, only the certified public accountants that are listed in the directory of the order may perform the duties of auditors.
Where there is no order of certified public accountants, may perform the duties of an auditor certified public accountants previously registered on a list/directory prepared by a committee sitting at the court of appeals within the jurisdiction of the State party where the headquarters of the company being audited is located.
This committee is composed of four (4) members:
1°) A magistrate at the court of appeals who chairs/presides with a casting vote;
2°) A professor of law, economics, or management;
3°) A prosecutor at the competent court on commercial matters;
4°) A representative of the ministry in charge of finance having competence in the subject matter.
The duties of the auditor are incompatible with:
1) Any activity or any act likely to affect his independence;
2) Any employee position. However, an auditor may teach a class relating to his occupation or hold a paid job with an auditor or a certified public accountant;
3) Any commercial activity, whether such it is exercised directly or through an intermediary.
The following shall not be auditors:
1°) Founders, shareholders, beneficiaries of special benefits, company managers or of its subsidiaries, as well as their spouse (s);
2°) Parents and allies, to the fourth degree included, of the persons referred to in paragraph 1°) of this article;
3°) Company managers holding one-tenth of the capital of the company or in which the latter holds one-tenth of the capital, as well as their spouse (s);
4°) Persons that, directly or indirectly, or through an intermediary, receive either from persons listed in paragraph 1°) of this article, or from any company referred to in paragraph 3°) of this article, any salary or remuneration for a permanent activity other than that of an auditor; the same shall apply to spouses of those persons;
5°) Firms of auditors, one of whose partners, shareholders, or managers meet one of the criteria situations described in the preceding paragraphs;
6°) Firms of auditors, one of whose managers, either partner or shareholder working as an auditor, has a spouse who meets one of the criteria of paragraph 5°) of this article.
The auditor may not be appointed director, general director or deputy general director, general manager, deputy general manager, or, more generally a part of company management of companies that he has audited/he audits, less than five (5) years after the end of his audit of said company.
The same prohibition shall apply to partners of the firm of auditors.
During the same period, he shall not perform the same audit mission either in companies owing one-tenth of the capital of the company audited by him or in companies in which the company he audited holds one-tenth of the capital, upon completion of his audit mission.
Persons that have been directors, general directors, deputy general directors, general managers, deputy general managers, managers, or employees of a company shall not be appointed auditors of the company less than five (5) years after they have left the said company.
During the same period, they shall not be appointed auditors in companies owing ten percent (10%) of the capital of the company in which they performed their duties or in which the latter holds ten percent (10%) of the capital at the time of their departure from the company.
Prohibitions contemplated in this article for the persons mentioned in the first paragraph apply to the firms of the auditors in which the said persons are partners, shareholders, or part of company management.
Deliberations conducted in the absence of the regular appointment of main auditors or based on the report of the main auditors appointed or who remained in office contrary to the provisions of articles 694 to 700 of the OHADA Law of 2014 shall be null.
The action for invalidity shall lapse where such deliberations are expressly confirmed by a general meeting, based on the report of auditors duly appointed.