Under Democratic Republic of Congo (DRC) business law companies must follow specific procedures to swap their directors as defined by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups. Under Congolese commercial regulations and company articles you must go through applicable procedures with shareholder approval and official notice to authorities to replace the director in a DRC company.
The process involved
Here’s a more detailed breakdown:
Company type and relevant laws
OHADA SARL represents a Simplified Joint Stock Company according to DRC law.
Under DRC regulations this business type does not need a board of directors and one or more directors manage the operations.
Public limited company (SA)
Most companies follow the practice of having three people serve on the management board even though a single director is possible.
Relevant laws
The commercial code of the DRC and the OHADA Uniform Act on Companies (AUSGIE) control how organizations appoint and dismiss directors in company operations.
Procedures for changing a director
Shareholders’ meeting: The shareholders vote to approve a new director during their official meeting.
Articles of association: The company documents describe exactly how directors should be selected and dismissed along with what number of participants and voting methods are necessary.
Formal notification: The commercial registry (Registre de Commerce) needs to receive formal notice once a director leaves or a new one joins the team.
Shareholders of an OHADA SARL make the choice to replace or appoint their managing director and the company needs to document this decision in its official records.
Quorum and voting
The articles of association will stipulate the minimum number of shareholders required to be present at a meeting (quorum) and the percentage of votes required for the approval of any change of director.
Reasons for removal
The articles of incorporation may also specify the grounds for removal of a director, such as for cause (e.g., for breach of duty) or without cause.
Legal counsel
It is advisable to take an opinion from a legal counsellor practising in DRC company law to ensure that the statutory procedures for the change of director are correct and per the law, followed.
Review company bylaws and shareholder agreement
Review the company’s statutes (bylaws) to see the procedure to remove and appoint a director. Some companies may demand a decision from the board, while others demand a vote by the general assembly.
Meet with the correct body
For limited liability Companies (SARL): Decision is generally made by the general meeting of shareholders.
For public limited companies (SA): The Board of Directors or the General Shareholders’ Assembly makes the decision. Company bylaws state that a meeting notice should be sent to all interested persons.
Pass a resolution
The assembly selects by a resolution:
- Fire the present director (if any).
- Appoint a new director.
- The decision shall be documented in minutes signed by the participants of the meeting.
Update corporate records
The change will be recorded in the company’s file.
It includes amending the Register of Directors and other internal records.
Informa à trade and personal property credit register (RCCM)
Apply to an alteration of the company’s registered details with the RCCM (Registre du Commerce et du Crédit Mobilier).
Required documents typically include:
- Resolutions of the meeting confirming the change.
- A copy of the new director’s identification documents.
- A notarized statement of acceptance by the new director.
- Payment of registration fees.
Publish the change (if required)
Some businesses must advertise a notice of change of director in an official journal or a widely distributed newspaper. Inform banks and business partners.
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