A Public Limited Company (SA) is a capital-based company. Requiring a minimum amount of social capital for its formation, it is suitable for large corporations, extensive projects, and companies desiring to go public. While it offers flexibility, it may not be accessible to everyone.
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1. DEFINATION OF A SA ?
2. OPERATION OF A PRIVATE LIMITED COMPANY ?
3. The advantages of a SA
4. What disadvantages ?
5. The 4 step to follow to create a SA
6. EXPERTS INSIGHT
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A Public Limited Company (SA) is a commercial entity. Investors who hold capital in a SA are called shareholders, and the financial instruments issued are known as shares. A SA must have a minimum of two shareholders or seven shareholders when it is publicly traded.
The corporate purpose of a SA can be either civil or commercial. It can engage in most activities, as long as they are lawful and feasible. Certain professions cannot be conducted in this legal form (e.g., a pharmacy, a tobacco shop), while others must be operated in this form, such as mixed-economy companies and insurance companies.
The minimum capital requirement is ten million CFA francs, divided into shares with a nominal value of at least ten thousand CFA francs. Cash contributions must be at least one-quarter of their nominal value when establishing the company.
Regarding cash contributions, half of the subscribed capital must be paid at the time of subscription, and the remaining half within five years.
It is also possible for a SA to make contributions in kind, which must be fully paid upon the company's creation. An appraiser of contributions must be appointed, upon request of the founders, by the president of the commercial court. The appraiser must prepare a report on the valuation of the contributions in kind.
A public limited company cannot be formed with variable capital, and contributions in kind are strictly prohibited.
A SA must have an auditor and a substitute auditor from the outset, with no size criteria. Decision-making in the company can be done in either ordinary general meetings or extraordinary general meetings, where the quorum is set at 25% of the capital, and decisions are made by a strict majority (2/3 of the votes).
Shareholders in SA can be individuals or legal entities; there is no need to be a merchant as in general partnerships (SNC).
When a married shareholder contributes a common asset, they must obtain written consent from their spouse to acquire the status of a shareholder; otherwise, the spouse can claim the status of a shareholder for half of the shares owned by the couple.
In principle, each shareholder has the right to participate in ordinary and extraordinary general meetings. However, some shareholders may possess non-voting shares, a situation made possible through preference shares.
Shareholders are liable for the company's debts up to the extent of their contributions. They cannot be pursued for personal assets in the event of financial difficulties in the company.
However, in the case of losses exceeding half of the capital, shareholders must decide on the potential dissolution of the company or replenish the capital within two years, up to half of its reduced amount.
A SA can have a board of directors and a CEO, or it can have a management board and a supervisory board.
When a PLC is managed by a board of directors, the company is led by a CEO and a board of directors consisting of 3 to 18 members.
Like members of the supervisory board, members of the board of directors can be individuals or legal entities. They are elected in an ordinary general meeting for terms generally set at 3 years (with a total limit of 6 years).
The CEO is appointed by the board of directors, serving as the company's legal representative and responsible for its day-to-day management. The CEO does not necessarily have to be a director but must be an individual.
When a PLC is managed by a management board and a supervisory board, the management board is responsible for the company's direction, while the supervisory board has a control role over the management board.
The management board consists of 5 to 7 members, individuals, appointed by the supervisory board for terms ranging from 2 to 6 years.
A minimum capital of 10,000,000 CFA francs is required for the creation of a SA
A considerable number of shareholders are required for its creation; for example, for a PLC to be publicly traded, it must have a minimum of 7 shareholders.
- The formalities for establishment and operation are burdensome.
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The first step in creating a company is, of course, drafting the documents. This step is crucial as it allows you to identify your company among others. It includes providing information such as the company's name, the amount of social capital, its legal form, registered office, duration of the company, corporate purpose, evaluation of each contribution, the number and distribution of shares among shareholders, and the mention of the deposit of funds corresponding to cash contributions and the closing date of the fiscal year, among others.
Drafting these documents gives identity to your company, and it is strongly recommended to seek the services of an expert to ensure that the documents are properly drafted. DELEKY’S experts can assist you in this critical phase, so feel free to contact us.
The competent authority for registering documents for company creation in the Abidjan area is the Single Window Service of the Investment Promotion Center in Côte d'Ivoire (CEPICI).
For companies with their registered office outside the Abidjan area, the registration of documents will be done at the tax offices in the locality of the registered office.
Properly registering the documents is essential for them to obtain legal status.
Therefore, it is important to entrust the registration procedure to an expert. DELEKY’S has a team capable of assisting you in this regard.
The process of creating a company continues with the uploading of registered documents, which is done on the official CEPICI website. This step is mandatory to finalize the company creation process. It is an important operation, and having an expert assist you in uploading your documents would be wise. DELEKY’S Sarl is wellequipped to help you upload your documents.
This is the final step, where the user must receive the documents certifying the company creation operation. These documents include the notice of incorporation, the IDU certificate, and the RCCM if the registered office is within the jurisdiction of the Abidjan Commercial Court.
The SA is one of the structures with restricted access reserved for projects that require significant capital. Created in compliance with both financial and administrative conditions, the SA is seen today as a reassuring means to attract substantial investors. However, its creation requires the intervention of a professional or lawyer, and its management should be overseen by an accounting expertise firm. Fortunately, DELEKY’S Sarl is the right place to learn everything about the SA and how to create one. So, make an appointment soon.
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