Appointment of an auditor
Companies concerned
Private limited companies that meet, at the end of the fiscal year, two of the following conditions:
1) The total amount of the balance sheet is greater than one hundred twenty-five million (125,000,000) CFA Francs;
2) The annual turnover is greater than two hundred fifty million (250,000,000) CFA Francs;
3) The number of permanent staff exceeds fifty (50) people;
shall be required to appoint at least one (1) auditor.
The company shall not be required to appoint an auditor if it has not met two (2) of the conditions set forth above for two (2) years preceding the expiration of the mandate of the auditor.
For other private limited companies that do not meet these criteria, the appointment of an auditor shall be optional. Nonetheless, such an appointment may be requested in court by one or more members holding at least one-tenth of the stated capital.
Qualifications of auditors
The auditor shall be selected by the terms outlined in articles 694 et seq of the OHADA Law of 2014.
Incompatibilities
May not be a company auditor:
1) The founders, members, beneficiaries of special benefits, company management or of its subsidiaries, as well as their spouse (s);
2) parents and descendants up to the fourth generation included, individuals referred to in point 1°) of this article;
3) Company management holding one-tenth of the company stated capital or whose company holds one-tenth of the capital, as well as their spouse (s);
4) individuals who, directly or indirectly, or through an intermediary, receive, either from persons referred to in point 1°) of this article, or any company referred to in point 3°) of this article, a salary or compensation due to a permanent activity other than that of an auditor; the same applies to the spouses of those individuals;
5) auditor’s firms if one of the members, shareholders or company management falls under one of the situations referred to in points 1°) to 4°) of this article;
6) auditor’s firms if one of either the company management or the member or the shareholder performing the duties of the auditor has his spouse who falls under one of the categories referred to in point 5°) this article.
Term of office of the auditor
The auditor shall be appointed for three (3) years by one or more members holding more than half of the stated capital.
Where this majority is not reached and unless otherwise provided for in the articles of association, he shall be appointed by the majority of the votes cast, regardless of the fraction of capital represented.
Penalties attached to the appointment or terms of reference
Deliberations conducted absent the due appointment of an auditor or based on the report of an auditor who was appointed or remained in office contrary to the provisions of article 379 above shall be null.
The action for invalidity shall be extinguished where these decisions have been expressly confirmed by a meeting acting on the report of an auditor duly appointed.
Conditions governing the performance of the duties of an auditor
The provisions relating to the powers, functions, obligations, liability, removal, and compensation of the auditor shall be governed by a special instrument regulating such profession.