According to article 344 of the OHADA Law of 2014, members have a permanent right to information on the company’s business and affairs. Before general meetings, they also have the right to communication.
Right to communication
Regarding the annual general meeting, the right to communication shall concern the annual summary financial statements of the fiscal year and the management report prepared by the manager, the content of the draft resolutions proposed, and, where appropriate, the general report of the auditor as well as the auditor’s special report on the agreements between the company and a manager or a member.
The right to communication shall be exercised during the fifteen (15) days before the general meeting.
From the date of communication of this records, any member shall have the right to ask questions in writing, to which the manager shall respond during the meeting.
About meetings other than the annual meeting, the right to communication shall concern the content of the draft resolutions proposed, the manager’s report, and, where applicable, the auditor’s report.
Any deliberation conducted in violation of the provisions of this paragraph may be canceled.
Furthermore, a member may also, at any time, obtain a copy of documents mentioned in the first paragraph of this article relating to the last three (3) fiscal years. Similarly, all non-managing members may, twice in a fiscal year, ask questions in writing to the manager on any fact likely to jeopardize the good running of the company operations. The manager’s response shall be communicated to the auditor.
Right to dividend
The distribution of profits shall be carried out by the articles of association, subject to mandatory provisions common to all companies.
The dividend shall be instituted from the profits of the fiscal year minus, where appropriate, any prior year losses, an allocation equal to one-tenth at least deposited for the creation of a reserve fund known as “legal reserve”. Such allocation shall cease to be mandatory where the reserve reaches one-fifth of the amount of the stated capital. Any decision taken in violation of this paragraph shall be null.
The payment of dividends, not corresponding to profits actually earned, may be recovered from members that received them.
Actions for refund shall be time-barred after three (3) years from the date of the distribution of the dividend.