According to article 494 of the OHADA Law of 2014, Public limited companies with three (3) or fewer shareholders have the option not to have a board of directors and may appoint a general director who shall, under his professional responsibility, be in charge of the administration and management of the company.
Appointment and term of office of the general director
The first general director shall be designated in the articles of association.
During the life of the company, the general director shall be appointed by the ordinary general meeting. He shall be selected amongst the shareholders or outside of the company.
The term of office of the general director is freely set by the articles of association, but shall not exceed six (6) years in case of an appointment during the company life and two (2) years in case of an appointment by the articles of association. This mandate shall be renewable.
No one shall simultaneously hold more than three (3) offices as general directors of public limited companies having their headquarters in the territory of the same State party.
Similarly, the mandate of the general director cannot be combined with more than two (2) appointments of chief executive officer or general manager of public limited companies having their headquarters in the territory of the same State party.
The general director who, upon taking up a new office, infringes the provisions of the first and the second paragraphs of this article shall resign from one of his offices within three (3) months of his appointment.
At the expiration of the such period, he shall be deemed to have resigned from his new office and shall return the compensation received, in any form whatsoever, without the validity of the decisions that he might have taken being called into question on that ground.
Duties and remuneration of the general director
The managing director shall be responsible for overseeing the general administration and management of the company. He shall represent the company in its dealings with third parties.
He shall call and chair the general meetings of the shareholders.
He shall be vested with the broadest powers to act in all circumstances on behalf of the company and shall exercise those powers within the limits of the company purpose and subject to those expressly conferred to meetings of shareholders by this Uniform Act and, where applicable, by the Articles of Association.
He shall commit the company in matters which fall outside of the corporate purpose under the terms and limits laid down in Article 122 of the same law in its dealings with third parties.
The provisions of the Articles of Association or the resolutions of the general meeting of shareholders limiting the powers of the managing director shall not be enforceable against bona fide third parties.
The general director may be bound to the company by an employment agreement provided that such agreement corresponds to a real job.
The employment agreement is subject to the prior approval of the general meeting. Failing that, the agreement is null.
Excluding wages received under an employment agreement, the general director cannot receive, in connection with his duties, a remuneration other than those referred to in article 501 of the law.
Any contrary decision taken in violation of this article shall be null.
The terms and amount of remuneration of the general director shall be determined by the ordinary general meeting as well as, where appropriate, benefits in kind.
Any decision taken in violation of this section shall be null.
Absence and removal of the general director
In the event of the temporary absence of the general director, his duties shall be temporarily exercised by the deputy general director, if one was appointed. Otherwise, the duties of the general director shall be temporarily exercised by anyone the ordinary general meeting of shareholders deems fit to appoint.
In case of the death or resignation of the managing director, the deputy managing director shall take over until the appointment of the new managing director by the next ordinary general meeting.
The general director may be removed at any time by the general meeting.
Where the removal is decided without just cause, damages may be awarded.