1.2    Registration of the articles of association and the statement of subscription and of payment authenticated by a notary 

The recipient administration service : Direction de l’Enregistrement et du Timbre Cité Administrative, Tour E, 3 rd floor, door 47 - Tel : 22 52 29 / 21 19 65. 

Documents to furnish : eight original copies of the articles signed and initialed. Concerning public limited liability companies, PLC, beside the articles of association, eight  copies of the minutes of the company’s meeting and of the meeting of the Board of Directors, when applicable. 

The registration of the statement of subscription and payment authenticated by a notary is done by the notary who then issues seven authentic copies. 

Documents to obtain : Six original copies of the recorded articles. If necessary, five copies of the minutes of the company’s meeting and six copies of the minutes of the Board of Directors. 

Costs :  

·      Stamp duties : a CFAF 500  tax stamp affixed on each page of each copy of the articles and , of the minutes of the company’s meeting, if need be. The        back of each page shall be endorsed « cancelled » 

·      Registration fee : (varies according to the amount of the equity capital) :

*     up to CFAF 5 billion :      0.6% of the amount of the capital

*     over CFAF 5 billion :       0.2% of the amount of the capital. 

For example, the regristration fee to be paid for the incorporation of a company with a capital  amounting to CFAF 1,000,000 is CFAF 6,000. 

Concerning public limited companies, the minutes of the company’s meeting and the minutes of the first meeting of the Board of Directors shall be registered, at the cost of 6000 CFAF each. 

Comments : 

The notification to the Direction de l’Enregistrement especially helps to monitor tax payment on earnings from receivables and on interest earnings from securities. 

The registration must necessarily be effected within one month from the date written on the articles, under penalty of these fees being increased twofold. CEPICI shall not be held responsible for this increase in the fees when the articles submitted to the Centre have been signed  more than  five days ago. 

1-3 - Submission of the articles to the registrar’s office 

Recipient administration :  

Greffe du Tribunal d’Abidjan - basement floor of the   Court of Justice - door n°10 

or the registrar’s office of the court of the company’s head office. 

Documents to furnish :     

 two copies of the already signed articles. When   applicable necessary, two copies of the minutes of   the company’s meeting and two copies of the minutes of the Board of Directors.  

Documents to obtain :                    

a deposit  receipt

a certificate for the submission of the articles.

Cost : CFAF 5 000. 

Comments 

In practice, the deposit  receipt delivered by the registrar’s office provides a sufficient proof for the submission of the articles and gives the go ahead for the other formalities. For companies established outside Abidjan, the articles are submitted to the registrar’s office of the court of the company’s head office.

1-4      Statement of regularity and compliance 

The founders and first members of the management team must deposit to the registrar and real estate office, a statement in which they give an account of all the operations carried out for a legal incorporation of the company and in which they assert that the incorporation has be done in compliance with this enactment (Art. L.U.). 

This statement is called statement of regularity and compliance and is demanded under penalty of refusal of the registration application. In principle, it is signed by those who have written the statement, but it can be signed by one or several  people if  they are mandated to this effect. 

However, this statement of regularity and compliance is not  demanded when a statement of subscription and payment authenticated by a notary has been established and deposited  under conditions provided by the uniform act (Art. 74). 

Recipient administration service :            

The registrar’s office of the court of the head  office of the company. 

Documents  to furnish

Five suscribtion registrar forms  available at CEPICI One-Stop-Shop. 

Cost :         1000 FCFA the set of five forms

                   10 000 FCFA for the suscribtion in the register. 

1-6      Publication of the setting-up notification and registration 

This must be done within a deadline of 15 days following the registration in the trade and real estate mortgage register. 

Recipient institutions :  

            -           The official gazette

            -           Fraternité-Matin, Direction Commerciale, Service Publicité, Bd du                Général De Gaulle, 01 BP 1807 ABJ 01 - Tél : 37 04 66 / 37 06 67. 

Documents to furnish : a typed summary of the articles in two copies (notice).  

This summary, signed by the notary who has received the company’s contract or by the founder’s)  must give details of the following : 

1.   the form of the company with its acronym, when applicable,

2.   the trade name,

3.   the  address of the registered office

4.   a summary of the object of the company

5.   the, surname, first name, positions and personal address of the first executivedirectors / managers and auditors

6.   the amount of the equity capital, of the cash input and a brief description of the input in kind,

7.   the company starting and expiry period

8.   the record office which received the articles of agreement, the date and number of it submission.

9.   the reference of the deposit at the registrar’s office, of the incorporation   documents

10.the reference of the registration in the trade and real estate mortgage register. 

For public limted companies, the notice also include : 

1.          the number and face value of shares paid in cash

2.          the number and face value of shares given as payment of of each input in     kind ;

3.          the portion of the amount paid in if the whole amount is not paid,

4.          the statutory modification relating to the building up of reserves and to the    sharing of benefits and liquidating dividend ;

5.          special advantages provided for ;

6.          the eligibility conditions to the shareholders ‘s meeting and the right of voting,         especially relating to the granting of a double voting right ;

7.          when applicable, the existence of clauses relating to the approval of shareholders’ transfers of shares and the designation of the structure     empowered to  give decision concerning the approval of the applications 

Documents to obtain :        

Publication of the notice in the Official Gazette or in the   daily newspaper, Fraternité-Matin. 

Cost : CFAF 8,760 per line or lumpsum of 24,000 FCFA for    seven lines. 

1-7 Certification  of the notice 

Recipient services :   the offices of mayors. In fact, the office of the mayor of Plateau processes nearly all the files. 

Documents to furnish :        

Three certified copies of the newspaper where the notice has been published. 

Cost :    CFAF 600 for the three copies. 

N.B. : The Official Gazette directly deals with the certification of the copies containing the notice.