CAPITAL INCREASE
According to article 893 of the OHADA Law of 2014, shall face a
a criminal charge, directors, the chairman of the board of directors,
the chief executive officer, general manager, deputy general
manager, general director, deputy general director of a public
limited company or the president of a simplified public limited
the company that, during an increase of capital, has issued shares or
shares denominations:
1) Before the depository’s certificate has been established;
2) Without prior compliance with the formalities of capital
increase;
3) Without payment in full of the company’s previously
subscribed capital;
4) Without the payment of at least a quarter of the nominal value
of new shares at the time of subscription;
5) Where appropriate, without the full payment of the issue
premium at the time of subscription.
Criminal charges shall also be brought against individuals referred
to in this article who failed to maintain cash shares in their
nominative form until they are fully paid up.
Shall face a criminal charge, managers of a private limited
the company that, during a capital increase, has issued equity
interests without payment of at least half of their nominal value at
the time of subscription.
Shall face a criminal charge company management who, during a
capital increase:
1) Failed to enable shareholders to benefit from, proportionately
to the number of their shares, a pre-emptive subscription right for
shares issued in cash when this right was not repealed by the
general meeting and shareholders did not renounce it;
2) Failed to allocate a time limit of twenty (20) days at least for
shareholders, from the date of the opening of the subscription,
unless such deadline was closed early;
3) Failed to allot shares that became available, due to lack of
a sufficient number of subscriptions on an irreducible basis, to
shareholders who subscribed on an irreducible basis to a higher
number of shares than they could subscribe on an irreducible
basis, proportionately to the rights they have;
4) Failed to reserve the rights of holders of subscription warrants.
Shall face a criminal charge company management who,
knowingly, gave or confirmed inaccurate information in the reports
submitted to the general meeting convened to decide on the
removal of the pre-emptive subscription right.
CAPITAL REDUCTION
According to article 896 of the OHADA Law of 2014, shall face a
a criminal charge, directors, chief executive officer, general
manager, deputy general manager, and president of a simplified
public limited company, general director or deputy general
a director who has, knowingly, carried out a capital reduction:
1) Without respecting the equality of shareholders;
2) Without submitting the capital reduction project to auditors
forty-five (45) days before the general meeting was convened to
decide thereon.