Financial Crime World

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Corporate Governance Regulations in Burkina Faso

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Burkina Faso has established comprehensive corporate governance regulations to ensure transparency and accountability in companies operating within its jurisdiction. This article provides an overview of the key regulations and disclosure requirements for companies in Burkina Faso.

General Meetings

Convening Meetings

  • A minimum notice period of 15 days is required, unless shareholders waive it.
  • Shareholders are entitled to receive summary financial statements, statutory auditors’ reports, management reports, and other documents at ordinary general meetings.

Quorum Requirements

  • Different quorums apply depending on the type of decisions being made.

Shareholder Claims

  • Unequal Distribution of Dividends: Shareholders can contest unfair or discriminatory dividend distributions in court.
  • Decisions Prejudicial to Shareholders’ Interests: Shareholders can take legal action against the company or directors if they make decisions that harm their legitimate interests.
  • Violation of Articles of Association: Shareholders can contest actions taken by the company or directors that contravene the articles of association.
  • Failure by Directors to Meet Obligations: Shareholders can remove directors from office and sue them if they fail to meet their obligations.

Disclosure by Shareholders in Publicly Traded Companies

Obligation of Information

  • Companies offering shares to the public must publish a public information document containing essential financial and operational information.

Disclosure Methods

  • The information document must be published in newspapers, made available for consultation at the company’s registered office, posted on the company’s website, and displayed on the stock exchange.

Ultimate Beneficial Owner (UBO) Declaration

UBO Declaration Requirements

  • Companies, including those quoted on the stock exchange, must declare their UBOs to the commercial court and keep a register of UBOs.
  • The 2022 and 2023 finance acts introduced a new system for declaring UBOs, requiring companies to identify their ultimate beneficial owners and maintain a register at their registered office.

Corporate Reporting and Other Disclosures

Financial Reporting Requirements

  • Public limited companies, simplified joint-stock companies, and limited liability companies are subject to financial reporting requirements.
  • Companies must disclose certain information, such as the names of UBOs, in relation to publicly traded companies.

Main Takeaways

  1. Shareholder Rights: Shareholders have rights and protections under Burkina Faso’s corporate governance regulations.
  2. Disclosure Obligations: Publicly traded companies have disclosure obligations, including publishing a public information document and declaring their UBOs.
  3. Compliance Requirements: Companies must comply with financial reporting requirements and disclose certain information to shareholders and the public.