According to article 893 of the OHADA Law of 2014, shall face a criminal charge, directors, the chairman of the board of directors, the chief executive officer, the general manager, the deputy general manager, the general director, deputy general director of a public limited company or the president of a simplified public limited company who, during an increase of capital, has issued shares or shares denominations:

1°) Before the depository’s certificate has been established;

2°) Without prior compliance with the formalities for capital increase;

3°) Without payment in full of the company’s previously subscribed capital;

4°) Without the payment of at least a quarter of the nominal value of new shares at the time of subscription;

5°) Where appropriate, without the full payment of the issue premium at the subscription time.

Criminal charges shall also be brought against individuals referred to in this article who failed to maintain cash shares in their nominative form until they are fully paid up.

Shall face a criminal charge, managers of a private limited company who, during a capital increase, have issued equity interests without payment of at least half of their nominal value at the time of subscription.

Shall face a criminal charge company management who, during a capital increase:

1°) Failed to enable shareholders to benefit from, proportionately to the number of their shares, a pre-emptive subscription right for shares issued in cash when this right was not repealed by the general meeting and shareholders did not renounce it;

2°) Failed to allocate a time limit of twenty (20) days at least for shareholders, from the date of the opening of the subscription, unless such deadline was closed early;

3°) Failed to allot shares that became available, due to lack of sufficient number of subscriptions on a fundamental basis, to shareholders who subscribed on a fundamental basis to a higher number of shares than they could subscribe on a fundamental basis, proportionately to the rights they have;

4°) Failed to reserve the rights of holders of subscription warrants.

Shall face a criminal charge against company management who knowingly gave or confirmed inaccurate information in the reports submitted to the general meeting convened to decide on removing the pre-emptive subscription right.


According to article 896 of the OHADA Law of 2014, shall face a criminal charge, directors, chief executive officers, general manager, deputy general manager, president of a simplified public limited company, general director or deputy general director who has, knowingly, carried out a capital reduction:

1°) Without respecting the equality of shareholders;

2°) Without submitting the capital reduction project to auditors forty-five (45) days before the general meeting was convened to decide thereon.

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