In the case of contributions in-kind and/or stipulations of special benefits, one or more contributions auditor (s) shall be appointed, unanimously by shareholders or failing that, at the request of the chairman of the board of directors, the general manager or the general director, as the case may be, by the competent court where the headquarters is located.
The contributions auditor is subject to the incompatibilities outlined in articles 697 and 698 of the OHADA Law of 2014. He may not be the company auditor.
The contributions auditor shall prepare, under his professional responsibility a report that describes each contribution and/or special benefit, stating its value, specifies the method of appraisal used and the reasons for such choice, establishes that the value of contributions and/or special benefits correspond, at least, and the nominal value of the shares to be issued.
He may be assisted in the performance of his duties by one or more experts of his choice. These experts’ fees shall be borne by the company.
In the event the contributions auditor is unable to establish the value of special benefits, he shall analyze their consistency and impact thereof on the situation of shareholders.
The report of the contributions auditor shall be deposited at the headquarters eight (8) days, at least, before the extraordinary general meeting, and made available to shareholders that may examine it and obtain, at their own expense, a partial or full copy thereof.
It shall also be filed, within the same period, with the registry of commerce and securities in the State party where the headquarters is located.
Resolutions passed without the contributions auditor’s report contemplated in this article shall be null. Resolutions may be canceled where the report does not contain particulars contemplated in article 621 of the same law.
When the extraordinary general meeting is deliberating on the approval of a contribution in-kind or the granting of a special benefit, the shares of the contributor or the beneficiary shall not be taken into account for the calculation of quorum and majority.
The contributor or the beneficiary shall not vote either for himself or as a proxy.
Where the meeting approves the valuation of contributions or the granting of special benefits, it shall record, where appropriate, that the capital increase has been completed.
Where the meeting reduces the valuation of the contributions or special benefits, the express approval of the amendments by the contributors, the beneficiaries, or their duly authorized agents for this purpose is required.
Resolutions passed in violation of articles 623 and 625 of the law are null.
Initial shares shall be fully paid at issue.