Changing the director of a company in Comoros is a formal process rooted in legal compliance, human trust, and precise administrative rhythm. Whether it’s due to resignation, replacement, rotation, or reorganization, this transition is not just a paper shuffle—it is a sensitive handover of identity, responsibility, and presence. In Comoros, where business is inherently personal, every step matters. This guide walks you through the full journey, from decision to completion, with eyes wide open and feet firmly on the ground.
Triggering the change
The process may begin in many ways. A resignation letter. A boardroom discussion. A shareholder’s quiet decision. Sometimes it’s sudden. Other times it’s been brewing for months.
Common reasons include:
- Voluntary resignation of the current director
- Expiration of a term
- Shareholder decision for change
- Disqualification or death
- Internal restructuring or merger
In Comoros, these moments are felt deeply. There’s a formality, yes, but also a cultural depth to transitions. A departing director often does not just hand over keys—they hand over a rhythm, a voice, a trust built over the years.
Board or shareholder resolution
Once the change is initiated, it must be validated through the proper authority within the company—either a shareholder meeting (for SARL) or a board meeting (for SA).
The meeting must:
- Be properly convened with required notice
- Clearly state the purpose of director change
- Record votes and decisions in a formal resolution
This resolution becomes the anchor of the entire process. It must state:
- The name and role of the outgoing director
- The reason for the change (resignation, dismissal, expiration)
- The full legal identity of the new director
- The effective date of change
In Comoros, drafting this document is not a checkbox task. Every word should be weighed. Every clause was reviewed. It will pass through many eyes—registry, notary, tax office—and it must speak, calmly, and with authority.
Prepare supporting documents
Documentation is the muscle behind the resolution. The registry won’t move until the paper speaks the truth.
Required documents include:
- Signed resolution of shareholders or board
- Resignation letter or proof of dismissal
- Copy of identity documents of the new director
- Updated company statutes (if director change affects structure)
- Declaration of conformity
- Proof of registered office (if changed)
- RCCM extract of the company
The new director must also provide a sworn declaration that they meet the legal requirements and are not disqualified under OHADA law. This statement is not ceremonial. It is a binding promise.
Notarization and legal certification
In Comoros, change is not recognized until the notary validates it. The resolution and supporting documents must be taken to a notary public for certification. The notary will verify identity, ensure legality, and provide the official stamp of life.
This is not just about bureaucracy—it is about presence. The notary is a keeper of legitimacy. Their signature affirms that the company remains solid through the transition.
Update the commercial registry
Next, the company must file the change at the Registre du Commerce et du Crédit Mobilier (RCCM). This step is critical. It is where the legal records of the country update the face of the company.
The updated file must include:
- Certified resolution
- Sworn declaration
- Notarized documents
- Identity copy of the new director
- Payment of the prescribed fee
Once processed, the RCCM will issue an updated extract showing the new director’s name. This becomes the company’s new legal face. Without this update, the change has no official weight.
Notify the tax authorities
With the RCCM updated, the company must inform the Direction Générale des Impôts (Tax Authority) of the director change. The tax card and fiscal documents must be amended to reflect the new leadership.
This requires:
- Copy of updated RCCM extract
- New director’s identification
- Completed tax forms
This is a quiet moment, but essential. Without updating the tax system, the company may find itself blocked from compliance down the line.
Inform banks and stakeholders
Lastly, the change must echo outward. The bank must update its records, including signatories and mandates. Clients, suppliers, partners—all must be notified. Letters are sent. Calls are made. In Comoros, relationships matter. A new director introduces themselves not just by letter but, often, in person.
Documents for the bank may include:
- RCCM update
- Resolution
- New identification
- Minutes of the shareholder meeting
This is the final wave in the process. One name leaves the ledger. Another enters. The company continues, but slightly changed.
Final thoughts
Changing a director in Comoros is never just about compliance. It is about continuity. The process is precise, yes—but it is also profoundly human. Behind every stamp and signature is a story, a reputation, a network that must adapt.
Take time. Speak clearly. Document truthfully. In this island nation where time flows differently and words carry weight, changing a director is an act of stewardship. You are not just replacing a name—you are shaping the future with care, hands steady, and intentions honest.
You may also find these articles helpful
Guide on company registration in Comoros
Types of legal business structures in Comoros
