What is an SA?
The Public Limited Company (SA) is a capital company governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groupings (AUSCGIE). It differs from other company forms by its mandatory minimum capital, its freely tradable shares and the obligation to appoint a statutory auditor from incorporation.
Investors holding part of the capital of an SA are called shareholders, not partners. The securities issued are shares, freely tradable and transferable, unlike the company shares of a SARL.
The SA is the reference structure for large companies in Côte d'Ivoire and the WAEMU zone. It is mandatory for certain regulated activities (banks, insurance, semi-public companies) and needed to list on the Regional Securities Exchange (BRVM).
Key characteristics
Here are the essential characteristics of the SA under the OHADA Uniform Act:
Contributions in services prohibited. Unlike the SARL and the SCI, the SA only accepts cash and in-kind contributions. Contributions in services (work, skills, know-how) are strictly prohibited by OHADA.
How it works
Capital and shares
Minimum capital is 10,000,000 FCFA, divided into shares with a minimum par value of 10,000 FCFA each. On subscription, at least one quarter of the cash capital must be paid up at incorporation; the balance must be paid within a maximum of 3 years.
Shares are freely tradable. They may be registered (recorded in the register in the holder's name) or bearer shares (depending on the articles). Shareholders may also hold shares with double voting rights or non-voting shares (preference shares).
The shareholders
- Any individual or legal entity can be a shareholder, without needing trader status
- 2 shareholders minimum (7 if the SA makes public offerings)
- Liability limited to contributions — personal assets protected
- Voting rights at general meetings (except non-voting preference shares)
If losses exceed half the share capital, shareholders must meet in a general meeting to decide either to dissolve the company or to restore the capital to at least half of the reduced capital, within two years.
General meetings
- OGM (Ordinary): quorum of 25% of the capital on first call · decisions by simple majority
- EGM (Extraordinary): quorum of 33% on first call · decisions by a 2/3 majority
- The annual general meeting must be held within 6 months of the financial year-end
Management structures
OHADA offers two ways of organising the management of an SA:
🏛️ Classic structure
Chairman-CEO + Board of Directors
- Board of 3 to 12 members
- Chairman-CEO appointed by the Board — legal representative
- Directors' term of office: 3 to 6 years
- Most common structure in Côte d'Ivoire
⚖️ Two-tier structure
Management Board + Supervisory Board
- Management Board: 2 to 5 members (operational management)
- Supervisory Board: 3 to 12 members (oversight)
- Strict separation of management and oversight
- Inspired by the German model
In practice, almost all Ivorian SAs choose the classic structure: Chairman-CEO + Board of Directors. The two-tier structure is rare but can suit large groups wishing to separate operational management strictly from shareholder oversight.
Pros & Cons
✅ Advantages
Shareholders' liability strictly limited to their contributions
Freely tradable shares — easier liquidity for investors
Maximum credibility with banks, partners and institutional clients
Structure suited to large fundraising and public offerings
Two possible management structures — classic Board or Management Board + Supervisory Board
No cap on the number of shareholders — ideal for groups and listed companies
International recognition thanks to the OHADA framework
⚠️ Points to watch
Mandatory minimum capital of 10,000,000 FCFA — a barrier to entry
Statutory auditor required from incorporation — a recurring cost
Heavier operation: board, general meetings, quorums, mandatory minutes
Less flexible than the SAS for adapting governance rules
Contributions in services (work, skills) strictly prohibited
Corporate tax regime mandatory — no personal income tax option
The SA is recommended when your project needs to attract significant capital, bring in several investors or list on the stock exchange. For lighter structures, the SARL or SAS remain more suitable.
The 8 steps to set up your SA
Setting up an SA is more regulated than setting up a SARL. Deleky's handles all of these steps.
1
Choice of management structure
Decide between a CEO + Board of Directors or a Management Board + Supervisory Board — this choice shapes governance.
2
Drafting the articles
Drafting articles compliant with the OHADA AUSCGIE: capital, shares, governance, quorums, share transfers.
3
Valuation of contributions in kind
If assets are contributed (equipment, patents, buildings), a contributions auditor is appointed by the court.
4
Share capital deposit
Opening a blocked bank account and depositing at least 1/4 of the cash capital subscribed.
5
Appointment of the statutory auditor
Appointment of the statutory auditor and an alternate — mandatory from incorporation.
6
RCCM registration
Filing of the complete file with the Trade and Personal Property Credit Register and obtaining the RCCM number.
7
DGI tax registration
Obtaining the Taxpayer Account Number (NCC) — corporate tax regime mandatory.
8
Legal notice & start-up
Publication of the notice of incorporation in an approved legal notices newspaper. Release of the capital.
Taxation of the SA
Corporate Income Tax (IS)
The SA is always subject to Corporate Income Tax (IS) at 25% in Côte d'Ivoire. Unlike the SARL or the SCI, there is no option for the personal income tax regime.
- Corporate tax 25% on net taxable profit
- VAT 18% mandatory (monthly returns)
- Business licence (patente) depending on the activity
- Withholding taxes on dividends, fees and rent
- IMF (minimum flat-rate tax) if profit is insufficient
Dividends and shareholders
Dividends paid to shareholders are subject to withholding tax before distribution. The rate depends on the shareholder's tax residence and any tax treaty with the country concerned.
Social security status of the Chairman-CEO
Chairman-CEO (classic structure)
Treated as employee
Payslip + contributions
CNPS employee scheme
Payslip + contributions
CNPS employee scheme
Chairman of the Management Board
Treated as employee
Employee social protection
Pay set by the supervisory board
Employee social protection
Pay set by the supervisory board
Unlike the majority manager of a SARL (self-employed), the Chairman-CEO of an SA is always treated as an employee: they enjoy broader social protection and their contributions are based on their actual pay.
Frequently asked questions
The SA and the SARL are both limited liability companies. Their main differences: the SA requires minimum capital of 10M FCFA (no minimum for the SARL); the SA must have a statutory auditor from incorporation (the SARL only above certain thresholds); SA shares are freely tradable (SARL shares require approval); and the SA can make public offerings. The SA is better suited to large companies or projects needing significant fundraising.
Yes. This is one of the SA's major strengths. It can issue shares and bonds to the public through the Regional Securities Exchange (BRVM) or other financial markets in the WAEMU zone. In that case, the minimum number of shareholders rises to 7. This ability to raise capital makes it the reference structure for large companies and groups.
Setting up an SA costs more than a SARL: minimum capital of 10M FCFA, fees for drafting the articles, registration and RCCM filing fees, contributions auditor fees if there are contributions in kind, and the appointment of a statutory auditor. Deleky's prepares a full quote based on the structure you choose.
No. The OHADA Uniform Act provides two management structures for an SA: (1) a Board of Directors with a Chairman-CEO, the classic structure; (2) a Management Board with a Supervisory Board, a two-tier structure inspired by the German model. The choice is made in the articles and can be changed by an EGM. Both structures involve similar quorum and decision-making obligations.
Any individual or legal entity can be a shareholder in an SA, without needing trader status. Married shareholders contributing joint property must obtain their spouse's written consent. Shareholders are liable for the company's debts only up to their contributions.
Yes. We handle the entire setup process: articles, valuation of contributions, RCCM, DGI, appointment of the statutory auditor, legal notice. We then keep your monthly accounts, file your tax returns (corporate tax, VAT, withholding tax), prepare the annual tax return package, AGM minutes and company secretarial work. One firm for all your obligations.
