According to article 458 of the OHADA Law of 2014, the deliberations of the meetings of the board of directors shall be recorded in minutes drawn up in a special register held at the headquarters, numbered and initialed by the judge of the competent court.
However, minutes may be recorded on serially numbered loose sheets of paper, initialed in the conditions outlined in the preceding paragraph, and stamped by the authority that initialed them. Once a sheet of paper has been filled, even partially, it shall be attached to those previously used.
Any addition, deletion, substitution, or inversion of sheets of paper is prohibited.
The minutes shall state the date and venue of the board meeting and state the name of the directors present, represented or absent, unrepresented.
They shall also state the presence or the absence of people invited to the meeting of the board of directors under a legal provision, and the presence of any other individual who attended all or part of the meeting.
In the event of participation in the board of directors by videoconference or other means of telecommunications, potential disruptive technical incidents that occurred during the meeting shall be recorded in the minutes.
Minutes of the board of directors shall be certified as true by the chairman and by at least one (1) director.
In case of the unavailability of the chairman, they shall be signed by at least, two (2) directors.
The chairman of the board of directors shall ensure that the minutes of the board meetings are hand-delivered to directors, or sent to them by hand-delivered letter against a receipt, registered mail with a request for acknowledgment of receipt, or by fax or electronic mail as soon as possible and at the latest when calling the next board of directors meeting.
Copies or extracts of the minutes of the board of directors’ meetings shall duly be certified by the chairman of the board, the general manager, or deputy general manager or, failing that, by a proxy holder specially authorized for that purpose.
During the liquidation of the company, copies or extracts of the minutes shall be duly certified by the liquidator.
Minutes of the meetings of the board of directors shall be considered prima facie evidence.
The production of one copy or one extract of such minutes shall be sufficient proof of the number of directors in office as well as their presence or their representation at a meeting of the board of directors.