Corporate Law & Governance
FN & PARTNERS advises companies and their governing bodies on all governance matters, from routine corporate life to strategic decisions.
The OHADA Uniform Act on Commercial Companies sets out in detail how companies must operate: convening and holding meetings, directors’ powers, related-party agreements, approval of accounts and shareholder information. Failing to follow these rules exposes the company to certain decisions being set aside, and its directors to civil or even criminal liability.
The firm helps directors and shareholders organise clear governance and then keep it working: everyone knows what they may decide, under which procedure and with what written record. When shareholders disagree, the firm first looks for a negotiated solution that preserves the business, without ruling out court action if it becomes necessary.
Issues We Handle
- Drafting and updating articles of association and shareholders’ agreements
- Organisation of general meetings and management bodies
- Disputes between partners or shareholders
- Directors’ liability
Clients We Serve
- Commercial companies
- Corporate groups
- Partners and shareholders
How We Work
Corporate secretarial services
Notices, minutes, management reports, upkeep of registers and filings with the RCCM, following a controlled annual calendar.
Articles and shareholders’ agreements
Drafting and revising articles, shareholders’ agreements, approval, pre-emption, tag-along and deadlock-resolution clauses.
Directors and officers
Appointment, remuneration, delegations of authority, combining a corporate office with an employment contract, removal and liability.
Shareholder disputes
Analysis of each party’s rights, negotiation, mediation, management audits and court action in cases of majority or minority abuse.
Our Approach
Advice that combines legal rigour with an understanding of the balance of power specific to each organisation.
Legal Framework
- OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE)
- Uniform Act on Accounting Law and Financial Reporting (AUDCIF) and the SYSCOHADA accounting system
- The company’s articles, internal rules and shareholders’ agreements
- Chadian criminal provisions punishing company law offences
- Trade and Personal Property Credit Register (RCCM)
Frequently Asked Questions
Yes, drafting and negotiating shareholders’ agreements is part of the firm’s regular services.
Each year the company must draw up its accounts, submit them to the shareholders for approval within the period set by the Uniform Act and complete the filing formalities. The details vary by company type; the firm draws up a calendar suited to each company.
It is a contract between the company and one of its directors or shareholders, directly or through an intermediary. Depending on the company type, it must be authorised or approved through a specific procedure, failing which the person concerned may be held liable.
Yes. OHADA law gives shareholders a right to information, the ability to put written questions, to request a management audit and to bring court action in cases of majority abuse. The firm assesses the merits of each route.
This information is general in nature and does not constitute legal advice. Every situation calls for specific analysis: please contact the firm before making any decision.
Let’s discuss your situation
A first conversation helps define your need and outline the options available.
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