Any public limited company may be transformed into a company of another form where, at the time of its transformation, it has been in existence for two (2) years at least, and if its first two (2) fiscal year balance sheets have been established and approved by shareholders.
The transformation decision shall be taken based on the report of the company auditor.
The report shall attest that the company’s net assets are at least equal to the stated capital.
The transformation shall be submitted, where applicable, to the approval of the meeting of bondholders.
The transformation decision shall be published under the conditions set forth for the amendments of the articles of association in articles 263 and 265 of the OHADA Law of 2014.
The transformation of a public limited company into a general partnership shall be decided unanimously by shareholders. In this case, articles 690 and 691 of the OHADA Law of 2014 do not apply.
The transformation of a public limited company into a private limited company shall be decided under the conditions provided for the amendment of the articles of association for this form of company.
Resolutions passed in violation of articles 690, 691, 692, and 693 of the same law shall be null.
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