Natural changes in leadership characterize the process of a company. A founder steps aside. New knowledge is added to the board. A director passes on to other opportunities. Whatever the reason may be the reason, you need to renew your directorship by adhering to the simple legal procedure of OHADA. Togo is governed by the Organisation of Harmonisation of Business Law in the African region, termed OHADA. This is a harmonized rule of law that is common in several West African countries. Being informed about its requirements makes the change of directors a smooth process, and your company does not fall out of compliance.
Learning the legal background
In Togo, a director change will be subject to the OHADA Uniform Act on Commercial Companies. This legislation establishes strict criteria when it comes to appointments, resignations and removals. The articles of association may impose further requirements on your company. Never leave out either before acting.
A change of director is normally caused by three situations. Term expiry: The expiry of a fixed term of a director is usually five years. Voluntary resignation should be in a written letter of the resigning director. Removal of the shareholders may occur during the proper voting process. The legislation safeguards the rights of shareholders to a great extent. Even in cases where your articles do not have particular removal clauses, a director can be removed by ordinary resolution by the shareholders who possess one-half or more of the capital. Such flexibility strikes a balance between the stability of management and the ownership.
The process of internal decision
All change of directors commences with due internal approval. The direction hinges on whether you bring in a new person or you oust a current director.
In appointments, the board normally exercises the authority except when your articles also reserve the same to shareholders. Conduct an official meeting and come up with a resolution documenting the decision. Add the full name, identification and the effective date of commencement of the new director. Document all that will be included in the permanent records of your company in minutes.
Shareholders tend to vote in the case of removals. Give proper notice of a meeting. The director under removal has the right to defend himself. These are the steps that should be observed to evade lawsuits in future. OHADA framework gives procedural fairness a serious consideration. All the resolutions should be duly registered. It is these documents that provide the basis of all that is to come. In their absence, later registration processes cannot be done.
Arranging necessary papers
Having internal approvals in place, obtain the documentation. Togo needs certain papers, most of which are to be notarized. The main document is the resolution of the shareholders. It should clearly indicate the decision, the parties concerned and the effective date should be established. Get this to a Togolese notary to be certified. Registration authorities will not accept uncertified resolutions.
The new director is to fill in a formal acceptance statement, which is referred to as Declaration d’acceptation. This document proves the fact that they know their responsibilities and they voluntarily do the job. Not only does it need their signature, but also, in most cases, notarization. Make identification papers for all involved. Certified national ID cards are adequate for Togolese nationals. Foreign directors are required to possess certified copies of passports and their residential addresses. In the case of foreign directors, there are other requirements. They will need a criminal record check in their home country, which has to be apostilled or consular certified. This confirms that they are of good character and capabilities to lead a corporation.
Application to the commercial registry
The CFE is the one-stop shop of business formalities in Togo under the name Centre de Formalités des Entreprises. Your change of director request should be made here via the online Guichet Unique portal.
Complete the M2 declaration mandatory form. This standard form summarises all the information about your director change. Include your notarised resolutions, acceptance statement of a new director and certified copies of identity. Add all the stuff onto the portal.
Tax clearance comes next. You have to remit registration fees to the tax authorities before you can file your processes. The registration fee is fixed at twenty-five thousand West African CFA francs. There is also another publication tax of zero point five percent of your share capital in the company. Make these payments immediately and attach payment receipts to your account.
Your entire submission is considered by the Commercial Registry (RCCM). They provide a new business registration certificate, the Extrait Kbi,s when they are satisfied. This paper confirms that the change is recognised legally. The average processing time in the case of well-prepared applications is fifteen working days.
Public announcement requirements
The law of Togo demands some transparency concerning leadership changes. During the thirty days of the RCCM update, you need to advertise in two places.
One announcement is found in the Official Gazette, Journal Officiel. Another has a legally registered newspaper that is of general circulation. These media enlighten the people and creditors about the new leadership of your company.
There are severe repercussions of not publishing. Recent instances indicate fines of up to one percent of the capital of the companies that do not comply. In large companies, this is huge risk to the business. Budget and schedule publication expenses.
Removing the bank and other partners
Formal registration is important, yet informal updates are prerequisites to seamless functioning. Your bank leads the pack amongst others.
Go to your bank with the new Extrait Kbis and the new director identification. The new director is expected to normally present himself to sign signature cards and give his identity. Immediately withdraw the signature power of outgoing directors to avoid unauthorised transactions by them when they are out. Adjust your internal records in the company. The change must be made with a change of directors. The letterhead and company seals with the names of the directors require change. Your social security record at CNSS should be updated to cover the new director.
Findings: A process worth doing
The process of replacing a director in Togo has a definite path. The basic steps include internal approval, notarised documentation, RCCM filing, payment of taxes and public announcement. The transition is complete by attending to banks, labour authorities, and internal records. The time spent in doing things right will pay. Your new director comes into power with being authoritative with proper documentation. Your business has kept up-to-date records, which meet not only the requirements of the regulators but also those of your partners. You will be able to make future transactions without having to ask anyone who represents you. The change of directors is a new beginning for your company. That chapter has a strong legal basis with the correct approach taken by Togo through its well-organised procedure.
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