(Administration and management)
In an SA with a managing director there is no board of directors, and the managing director assumes the administration and management of the company under his own responsibility, although he may be assisted by a deputy managing director.
Appointment and term of office
The first managing director is appointed in the articles of association or by the constituent general meeting. During the life of the company appointments are made by the ordinary general meeting.
The managing director may be chosen from among the shareholders or may be a non-shareholder. His term of office is freely determined in the articles of association. However, it must not exceed six years if he has been appointed during the life of the company or two years if he has been appointed in the articles of association or by the constituent general meeting.
Powers
The managing director has the widest possible powers to act within the company’s purpose, except for powers expressly reserved to general meetings of shareholders or as may be defined y the articles of association or by the shareholders at a general meeting.
He must also convene and preside over shareholders’ meetings.
He represents the company in its dealings with third parties and the company is bound by his acts, even when such acts do not fall within the company’s objects.
Restrictions on number of offices held
No person may simultaneously hold more than three offices as managing director in SAs having their registered offices on the territory of the same OHADA member state. Nor may a managing director hold concurrently more than two offices as chairman and general manager or general manager of SAs having their registered office in the same member state.
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