SPECIAL CASE OF THE WHOLLY OWNED PUBLIC LIMITED COMPANY
(DECISION MAKING)

According to article 558 of the OHADA Law of 2014, if the public limited company has only one shareholder, decisions, which to be taken in meetings, whether decisions within the competence of the extraordinary or of the ordinary general meeting, are taken by the sole shareholder.

Noncontrary provisions of articles 516 to 557-1 of the same law shall be applicable.
Within six (6) months following the end of the fiscal year, the sole shareholder shall take all decisions which are within the competence of the ordinary annual general meeting.

Decisions shall be taken based on reports of the general director and of the auditor who attends the general meeting under article 721 of the same law.
Decisions taken by the sole shareholder shall be in the form of minutes which shall be filed in the company’s archives.
All the decisions taken by the sole shareholder which would be subject to legal publicity if they were taken by a meeting must be published in the same forms.

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