Procedures for appointing the managers

According to article 323 of the OHADA Law of 2014, a private limited company is managed by one or more natural persons, members or not.

They shall be appointed by the members in the articles of association or in a subsequent instrument. In the latter case, unless a provision of the articles of association requires a stronger majority, the decision shall be taken by a majority of members holding more than half of the capital.

Any decision taken in violation of these majority rules shall be null.

Term of office

Absent any provisions of the articles of association, the manager (s) shall be appointed for four (4) years. They may be re-elected.


The duties of the manager shall be gratuitous or shall be compensated as provided in the articles of association, or in a collective decision of the members.

The manager, when he is a member, shall not participate in the vote during deliberations pertaining to his compensation and his votes shall not be taken into account for the calculation of the majority. Any deliberation conducted in violation of this paragraph shall be null. The provisions of this paragraph shall not apply where the company has a sole member.

The determination of the compensation is not subject to the regime of regulated agreements provided for in articles 350 et seq.

Removal from Office

Manager (s), whether appointed in the articles of association or not, may be removed from office by a decision of the members holding more than half of the equity interests. Any decision taken in violation of this paragraph shall be null.

If the removal from office is decided without just cause, it may give rise to the payment of damages.

Furthermore, the manager may be removed from office by the competent court within the jurisdiction of the headquarters, for just cause, at the request of any member.


The manager (s) may freely resign. However, if the resignation is presented without just cause, the company may file a suit to receive compensation for the damage suffered.

Powers of the managers

In dealings between members and absent any provisions of the articles of association setting his powers, the manager shall perform all managerial duties in the interest of the company.

If the event here is several managers, they shall separately hold the powers provided for under this article, except the right for each of them to object to any transaction before it is concluded.

The objection raised by one manager to the acts of another manager shall have no effect on third parties unless it is proved/established that they had knowledge thereof.

In dealings with third parties, the manager is vested with the broadest authority to act in all circumstances on behalf of the company, subject to the powers that this uniform Act expressly attributed/granted to members.

The company shall be bound, even by the actions of the manager that do not fall within the company purpose, unless it can establish that the third party knew that the action exceeded such purpose, or that he could not have been unaware of it given the circumstances, with the understanding that the mere publication of the articles of association is enough to constitute such evidence.

Provisions of the articles of association limiting the powers of managers which result from this article shall not be enforceable against bona fide third parties.

Liability of managers

Managers shall be liable, individually or jointly, as the case may be, to the company or to third parties, either for violations of legislative or regulatory provisions applicable to private limited companies, or of provisions of the articles of association, or for faults committed in their management.

Where several managers took part in the same actions, the competent court shall determine the contributive responsibility of each of them in setting compensation for the damage suffered.

Aside from to the suit for compensation for damages sustained personally, members representing the quarter of the members and the quarter of the equity interests may, either individually or collectively, initiate a member derivative lawsuit against the manager.

The plaintiffs are entitled to seek compensation for the entire damage suffered by the company, to which damages shall be awarded if any.

No provision of the articles of association may subordinate a partner derivative lawsuit to the prior notice or authorization of the general meeting, or contain an advance waiver of the option for such action.

No decision of the general meeting shall extinguish a suit for civil liability against managers for a fault committed during the performance of their duties. Any decision to the contrary shall be null.

Suits for civil liability provided for in the two (2) preceding articles shall become time-barred after three (3) years from the date of the harmful event or, where it has been concealed, from the date of its disclosure.

However, where the fact is qualified as a crime, the suit shall be time-barred after ten (10) years.

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