According to article 160-1 of the OHADA Law of 2014, when the normal operation of the company has become impossible, either because of the management body, officers, or the board or because of the members, the competent court may rule expeditiously, decide to appoint an interim director to temporarily manage the company business.
The matter shall be brought before the competent court at the petition of either the management body, officers, or the board, or of one or more members. Under penalty of inadmissibility of the request, the company shall be issued a citation.
The competent court shall appoint, as provisional director, a natural person who may be a judicial representative registered on a special list or any other individual with experience or particular qualifications in respect of the nature of the matter, and possessing certain skills and with a good reputation.
The decision to appoint an interim officer shall:
1) State the scope of his engagement and his powers;
2) State, where applicable, which of the management body, officers, or board shall remain in office and clarify the powers and functions they shall keep;
3) Set his compensation, which shall be paid by the company, as well as the duration of his assignment which may not exceed six (6) months, unless the competent court decides to extend it should the interim director petition for it, during a hearing. In his extension request, the interim director must state, under penalty of inadmissibility, the reasons why his mission could not be completed, the measures he intends to take, and the time limits required for completing his mission. The competent court shall set the term of the extension while ensuring that the total duration of the assignment does not exceed twelve (12) months.
The decision to appoint an interim director shall be published within fifteen (15) days from the date of his appointment in a notice published in a newspaper authorized to publish legal notices in the State party of the headquarters. In addition to the information referred to in article 257 of the OHADA Law of 2014, it shall state the following:
1°) The reason for an interim administration;
2°) The last and first names and domicile of the interim director (s);
3°) Where applicable, the limits on their powers;
4°) The place where correspondence should be sent and where the acts and documents concerning the interim administration shall be served;
5°) The clerk office of the competent court or the competent entity of the State party where, in addition to the registry of commerce and securities, documents and material related to the interim administration shall be filed.
The interim director represents the company as part of his mission and within the limits of his powers. Any act carried out beyond such authority shall be unenforceable against the company.
The interim director shall submit to the competent court, at least (1) once every three (3) months, a report on all his undertakings as well as on the progress of his mission.
The provisions of the following paragraphs are applicable, where appropriate, to the interim director where all the powers to manage the company are vested in him.
The interim director, within four (4) months of the end of the fiscal year, shall prepare the annual summary financial statements in light of the inventory of the various elements of the assets and liabilities, he drew, in existence at such date and a written report in which he details the operations of the interim administration carried out during the past fiscal year.
Expect for the waiver granted by the competent court, the interim director shall call the meeting of the members, within six (6) months of the end of the fiscal year, which approves the annual summary financial statements, grants necessary permissions, and where applicable, renew the mandate of the auditor.
During the interim administration, the members may receive company documents under the same conditions as before.
The interim director may be removed and replaced in the same manner provided for his appointment.
Any member may petition in court for the removal of the interim director insofar as the request is based on a legitimate reason.
The interim director shall be liable to both the company and third parties for harmful consequences arising from torts committed during his tenure.