The ordinary general meeting shall take all decisions other than those expressly reserved by article 551 of the OHADA Law of 2014, for extraordinary general meetings, and by article 555 of the same law for special meetings.
The general meeting shall review various reports and draft resolutions and, where applicable, the chairman of the board of directors shall report on the work thereof.
It is competent, among other things for:
1) Approve the summary financial statements of the fiscal year,
2) Decide on the distribution of the financial results; under penalty of invalidity of any contrary decision, there shall be on the profits of the fiscal year minus, if appropriate, losses from previous years, an allocation equal to one-tenth at least allocated to the legal reserve. Such allocation shall cease to be compulsory when the reserve amounts reach one-fifth of the amount of the stated capital;
3) Appoint members of the board of directors or the general director and, where appropriate, the deputy general director, as well as the auditor;
4) Decide on the auditor’s report contemplated by the provisions of article 440 of the law and approve or refuse to approve agreements between company management or a shareholder holding more than ten percent (10%) of the capital of the company and the company;
5) Issue bonds;
6) Approve the auditor’s report contemplated by the provisions of article 547 of the law.
When the company, within two (2) years following its registration, acquires a property owned by a shareholder and whose value is at least equal to five million (5,000,000) CFA Francs, the auditor, at the request of the chief executive officer, of the chairman of the board of directors or the managing director, as the case may be, shall prepare, under his professional responsibility, a report on the value of the such property. This report shall be submitted for the approval of the next ordinary general meeting.
This report shall describe the acquired property, indicates the criteria used to set the price, and discuss the relevance of these criteria.
The auditor shall prepare and deliver the said report at the headquarters at least fifteen (15) days before the ordinary general meeting.
Any resolution passed without the auditor’s report shall be null. The resolution may be canceled when the report does not contain all the information prescribed in this article.
The general meeting shall decide on the appraisal of the property under penalty of cancelation of the sale. The seller shall vote, neither for himself nor as an agent, on the resolution related to the sale; and his shares shall not be taken into account for the calculation of quorum and majority. Any decision taken in violation of this paragraph shall be null.
The report submitted by the board of directors or the general director, as the case may be, to the general meeting shall give an annual account of the status of the employee’s participation in the stated capital on the last day of the fiscal year.
The meeting, quorum, and majority
The ordinary general meeting shall be held at least once (1) a year, within six (6) months of the end of the fiscal year, subject to an extension of this period by a court decision.
Where the ordinary general meeting has not been held within such period, the public prosecution or any shareholder may petition the competent court through a summary hearing to order, where appropriate, under a fine, the company officers to call a such meeting or to appoint an agent to do so.
Deliberations of the first convened ordinary general meeting shall only be valid where shareholders present or represented hold at least one-quarter of shares carrying voting rights.
On the second notice of the meeting, no quorum is required.
Decisions of the ordinary general meeting shall be taken by a majority of the votes cast. Blank ballots or votes shall not be taken into account.