Adjusting the share capital of a company in Chad is a formal process governed by legal procedures, regional regulations, and administrative protocols. Whether increasing, reducing, or restructuring the capital, it requires careful coordination with the corporate registry, shareholders, and often a notary. This guide walks you through each step with clarity and a deeply human approach, rooted in the everyday realities of doing business in Chad.
Understand what share capital means in practice
In Chad, share capital isn’t just a number in your company’s founding documents. It’s the official representation of the shareholders’ commitment. It sets the tone for credibility with banks, regulators, and business partners. The moment you decide to alter this number—up or down—it becomes more than a financial adjustment. It’s a legal act that reflects the heartbeat of your business.
Chad operates under the OHADA framework, meaning the procedures around capital changes follow a unified code shared across many West and Central African countries. But don’t be fooled by the word “harmonized”—local interpretation still plays a big role.
Types of share capital changes
Changing share capital can take several forms. The most common include:
- Capital increase by issuing new shares
- Capital increase through the incorporation of reserves or profits
- Capital reduction due to losses or restructuring
- Conversion of shares or change in nominal value
Each path has its rhythm and pace, and none of them happen overnight.
Convene a shareholders’ meeting
This is where it all begins. The shareholders must be brought together formally to discuss and approve the change. Most modifications to capital, involves an Extraordinary General Meeting (EGM). The rules around calling the meeting are detailed, and everything must be handled with a sense of structure and respect for protocol.
Make sure:
- Notices are sent on time
- Agendas are clearly stated
- Quorum is respected
- Resolutions are documented in full
Even if the company is small and family-run, the process must be observed like clockwork. In Chad, regulators and notaries don’t take kindly to informalities when it comes to capital.
Draft the official resolution
Once the shareholders agree on the change, a formal resolution must be drafted. This document will form the backbone of all future filings. It needs to be precise, legal in tone, and free of ambiguity.
For a capital increase, the resolution should include:
- The total amount of the increase
- The method of subscription (cash, in-kind, conversion of debt)
- Identity of subscribers
- Rights attached to new shares
For a capital reduction, include:
- The new amount of capital
- The method of reduction (cancellation of shares, decrease in nominal value)
- Justification and legal basis
This resolution usually needs to be notarized. A notary’s role in Chad goes beyond stamping papers—they’re gatekeepers of legality and accuracy.
Amend the articles of association
Your company’s statutes (Articles of Association) must reflect the new share capital. That means updating every clause that references capital—figures, number of shares, rights, and obligations. These amendments are more than formalities; they’re legal declarations of the company’s new financial posture.
Again, this must be notarized. The notary will ensure the amended statutes align with OHADA law and verify that all the shareholders’ decisions are faithfully transcribed.
Register the change with the trade and companies registry
The next move is filing the updated documents with the Registre du Commerce et du Crédit Mobilier (RCCM). This involves submitting:
- A copy of the notarized resolution
- Updated Articles of Association
- A declaration of regularity and conformity
- A completed RCCM form for modifications
- Proof of payment of registration fees
Expect to make multiple physical visits. Paperwork flows through people in Chad, not just inboxes. A handshake with a registry officer can move mountains faster than any courier.
Publish a legal notice
Once the change is registered, it must be made public. This means publishing an announcement in an authorized legal journal or gazette. The notice must include:
- Company name
- RCCM number
- Nature of the capital change
- New share capital amount
This is not just for show—it’s a legal requirement to inform the business world of your company’s new configuration.
Update with tax and banking authorities
After legal registration and publication, notify the tax office of the capital change. This ensures that your company’s NIF (tax ID) records are consistent with the new structure. You should also inform your bank to update their records and banking permissions accordingly.
Banks in Chad may request copies of notarized documents and may ask to meet the company’s representative. These steps may feel repetitive, but they close the circle on the legal transformation you’ve just undertaken.
Final thoughts
Changing share capital in Chad isn’t just a mechanical procedure—it’s a deliberate, thoughtful act that touches every corner of your company. It reflects strategy, growth, restructuring, or rebirth. In Chad’s legal landscape, every step is laced with tradition, precision, and a human face. Slow down, be thorough, and treat each signature, each meeting, and each stamp as part of your company’s story. Because here, business isn’t just business. It’s deeply human.
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