Guinea, like other member countries of the OHADA (Organisation pour l’Harmonisation en Afrique du Droit des Affaires) region, follows the provisions of the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE). This Act provides a comprehensive legal framework for the establishment and operation of different types of business entities. The most common types of corporate business entities in Guinea are:

1. Société à Responsabilité Limitée (SARL) – Private Limited Company
2. Société Anonyme (SA) – Public Limited Company
3. Société par Actions Simplifiées (SAS) – Simplified Joint Stock Company
4. Société en Nom Collectif (SNC) – General Partnership
5. Société en Commandite Simple (SCS) – Limited Partnership
6. Groupement d’Intérêt Economique (GIE) – Economic Interest Group
7. Branch of a Foreign Company

Below is an overview of these entities, highlighting their structural differences:

1.1. Private Limited Company (SARL)

• Key Features: The SARL is a popular choice for small and medium-sized enterprises. It offers limited liability protection to its shareholders, meaning they are only liable for the company’s debts up to the amount of their contributions.
• Capital Requirements: There is no legally mandated minimum share capital, although in practice, businesses typically set a minimum capital of 10 million Guinean francs (GNF).
• Management: Managed by one or more managers (gérants) appointed in the company’s articles of association. Managers may or may not be shareholders.
• Transfer of Shares: The transfer of shares to third parties requires the approval of shareholders holding at least three-quarters of the share capital.
• Advantages: Provides limited liability, flexible management, and a straightforward operational structure.
• Disadvantages: There are restrictions on the transfer of shares, which may limit liquidity.

1.2. Public Limited Company (SA)

• Key Features: The SA is suitable for larger enterprises, especially those looking to raise significant capital. It can accommodate a substantial number of shareholders.
• Capital Requirements: Requires a minimum share capital of 10 million FCFA, and in practice, companies often set up with at least 100 million GNF.
• Management: Managed by a Board of Directors (Conseil d’Administration) or a General Director (Directeur Général). The board is responsible for strategic decisions.
• Transfer of Shares: Shares are freely transferable, which facilitates capital mobility.
• Advantages: Ideal for attracting substantial investments, offering shares publicly (though Guinea does not have a stock exchange), and providing significant operational continuity.
• Disadvantages: More complex formation process and stringent regulatory and audit requirements.

1.3. Simplified Joint Stock Company (SAS)

• Key Features: The SAS offers high flexibility in its governance structure, making it suitable for start-ups, joint ventures, and innovative projects.
• Capital Requirements: No minimum capital requirement.
• Management: Governance is defined by the shareholders in the articles of association. A President must be appointed as the legal representative.
• Transfer of Shares: Shares can be transferred based on conditions set out in the company’s statutes, offering flexibility in structuring ownership.
• Advantages: High degree of contractual freedom and adaptable to various business sizes and sectors.
• Disadvantages: Requires careful drafting of the statutes to ensure clarity in governance, and it has limited legal precedents.

1.4. General Partnership (SNC)

• Key Features: The SNC is a partnership where all partners are jointly and severally liable for the company’s debts.
• Capital Requirements: No minimum capital requirement.
• Management: Managed by one or more partners who act as managers.
• Transfer of Shares: Requires unanimous consent from all partners for any share transfer.
• Advantages: Simple operational structure, direct control by partners.
• Disadvantages: Partners have unlimited liability, and there are significant restrictions on transferring shares.

1.5. Limited Partnership (SCS)

• Key Features: The SCS has two types of partners—general partners, who have unlimited liability, and limited partners, who are only liable up to the extent of their contributions.
• Capital Requirements: No minimum capital requirement.
• Management: Managed by the general partners; limited partners are excluded from management.
• Transfer of Shares: Share transfers are generally restricted.
• Advantages: Attracts investors who seek limited liability.
• Disadvantages: General partners face unlimited liability, and potential conflicts may arise between general and limited partners.

1.6. Economic Interest Group (GIE)

• Key Features: The GIE is a collaborative structure allowing companies to pool resources for mutual benefit. It does not seek profit for itself.
• Capital Requirements: No minimum capital requirement.
• Management: Members maintain their legal independence and operate under joint liability.
• Advantages: Encourages resource sharing and collaboration.
• Disadvantages: Members are jointly and severally liable, which increases risk.

1.7. Branch of a Foreign Company

• Key Features: Allows a foreign company to operate in Guinea without creating a separate legal entity.
• Capital Requirements: No capital requirement.
• Management: Operates under the direct control of the parent company.
• Transfer of Shares: Not applicable, as it is an extension of the foreign parent company.
• Advantages: Easy to set up and manage.
• Disadvantages: Limited operational duration and full liability rests with the parent company.

Main Structural Differences

The primary distinctions between these corporate entities revolve around:

1. Liability: SARL, SA, and SAS offer limited liability, while partners in SNC and general partners in SCS have unlimited liability.
2. Management Structure: SARL and SAS have flexible management structures, whereas SA requires a Board of Directors. SNC and SCS are managed by partners, with significant involvement in decision-making.
3. Capital Requirements: SA has stringent capital requirements, unlike SARL, SAS, and partnerships (SNC, SCS), which have more relaxed or no minimum capital mandates.
4. Transfer of Shares: SA allows free transferability of shares, while SARL, SNC, and SCS have restrictions on share transfers to maintain control over ownership.
5. Operational Complexity: SA involves more complex regulatory compliance, whereas SARL and SAS are simpler to set up and operate.

These business structures cater to different business needs, investment goals, and levels of operational complexity, providing flexibility for enterprises of various sizes and sectors in Guinea.

Corporate governance in Guinea is undergoing significant transformation, driven by legal reforms, institutional revitalization, and the need for improved transparency and accountability. The recent revitalization of the Chamber of Commerce (CCIAG) and the Confédération Générale des Entreprises de Guinée (CGE-GUI) marks a major shift in private sector representation and corporate governance structures.

2.1 Key Legal Issues in Corporate Governance

2.1.1. Compliance with OHADA Laws and Corporate Obligations

Guinea follows the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE), which provides the legal and regulatory framework for corporate governance. Companies must comply with strict financial reporting, shareholder rights, and board governance obligations. Failure to comply with OHADA corporate governance rules can result in penalties, deregistration, or legal disputes.

2.1.2. Strengthening Anti-Corruption and Transparency Measures

To combat corruption, Guinea implemented Law L/2017/041/AN on Anti-Corruption, requiring companies to establish internal compliance programs and report financial activities. Compliance with the Extractive Industries Transparency Initiative (EITI) is essential for mining companies, ensuring full disclosure of payments and contracts. The revitalized CCIAG and CGE-GUI play a key role in promoting corporate ethics, transparency, and anti-corruption initiatives in collaboration with government bodies.

2.1.3. Board Governance, Shareholder Rights, and Leadership Accountability

The OHADA framework mandates that Public Limited Companies (Société Anonyme – SA) establish Boards of Directors with clearly defined roles. Corporate disputes often arise due to conflicts of interest, weak shareholder protections, and inadequate enforcement of directors’ responsibilities. Governance initiatives led by CCIAG and CGE-GUI seek to enhance board independence and leadership accountability.

2.1.4. Regulatory Compliance and Local Content Laws

Companies in the mining, oil, and gas sectors must comply with Guinea’s Local Content Law, which prioritizes local employment and subcontracting to Guinean firms. The CGE-GUI actively contributes to revising these laws, ensuring that private sector interests are reflected in legislative updates. However, regulatory compliance challenges persist, particularly due to unclear implementation mechanisms and weak monitoring capacity.

2.2. Key Developments and Trends in Corporate Governance

2.2.1. Revitalization of the Chamber of Commerce (CCIAG) and CGE-GUI

The CCIAG (Chambre de Commerce, d’Industrie et d’Artisanat de Guinée) was restructured to enhance business dialogue with the government, facilitate investment promotion, provide corporate governance training, and support international partnerships for Guinean businesses.

The CGE-GUI (Confédération Générale des Entreprises de Guinée) was established in 2022 to unify employer organizations and address private sector fragmentation. It plays a crucial role in negotiating collective agreements on corporate governance and labor relations and representing Guinean businesses in international economic forums.

2.2.2. Expansion of Public-Private Dialogue on Business Reforms

The Guinea Business Forum (GBF), in collaboration with CGE-GUI, is actively working on corporate taxation reforms to create a fairer tax regime, simplify business registration and regulatory approvals, and improve financial access for SMEs.

2.2.3. Growing Importance of Environmental, Social, and Governance (ESG) Compliance

Companies, particularly in the mining and infrastructure sectors, are increasingly expected to integrate ESG principles into corporate governance structures. New social responsibility initiatives include CSR commitments for large corporations, environmental impact compliance monitoring, and workplace health and safety regulations, with CGE-GUI playing an active role in policy discussions.

2.2.4. Digitization of Business Processes and Corporate Governance Reporting

The Agency for the Promotion of Private Investment (APIP-Guinée) is advocating for digital business registration, financial reporting, and compliance monitoring. Companies can now complete regulatory filings and licensing processes online, reducing the risk of corruption and inefficiencies in the system.

2.3. Challenges in Corporate Governance

2.3.1. Political Influence and Weak Enforcement of Corporate Laws

Despite governance reforms, political interference in corporate decision-making remains a major challenge. The absence of independent enforcement bodies weakens the effectiveness of corporate laws, fostering opaque business practices.

2.3.2. Persistent Corruption and Corporate Fraud Risks

Corruption remains a significant challenge, particularly in government contracts, tax compliance, and corporate reporting. While CGE-GUI and CCIAG promote transparency, these efforts must be reinforced by stronger judicial enforcement mechanisms.

2.3.3. Limited Access to Finance and Capital Markets

Guinea lacks a stock exchange, limiting corporate financing options. Many businesses struggle with high-interest bank loans and restricted access to private equity, creating barriers to business growth and investment.

2.3.4. Corporate Governance Gaps in SMEs and Family-Owned Businesses

Many small businesses do not follow structured governance models, resulting in a lack of transparency in decision-making, limited succession planning, and inadequate risk management.

2.3.5. Challenges in Public-Private Collaboration

While the revitalized CCIAG and CGE-GUI have strengthened business-government dialogue, challenges remain, including resistance from entrenched interests within government agencies and bureaucratic inefficiencies that delay policy implementation.

2.4. Future Outlook for Corporate Governance in Guinea

2.4.1. Strengthening Corporate Governance through Legal Reforms

Guinea continues to align its corporate laws with OHADA and international best practices. The CGE-GUI and CCIAG are expected to play a more active role in shaping business-friendly legislation and promoting corporate compliance.

2.4.2. Enhancing Financial Oversight and Transparency

The government is expected to introduce new financial disclosure requirements, particularly for state-owned enterprises and large corporations. The emphasis on anti-money laundering (AML) and tax compliance is set to increase as part of corporate governance reforms.

2.4.3. Expansion of Alternative Dispute Resolution (ADR) Mechanisms

OHADA arbitration is expected to become a more common tool for resolving corporate disputes efficiently. The introduction of new investment dispute mechanisms will further enhance investor confidence in Guinea’s business environment.

2.4.4. Increasing Role of Technology in Corporate Governance

Guinea will continue digitizing corporate reporting and compliance to reduce corruption and improve regulatory efficiency. Increased automation of corporate registration and tax filing is expected to streamline governance practices.

In conclusion, Guinea’s corporate governance landscape is evolving rapidly, driven by legal reforms, institutional strengthening, and international best practices. The revitalization of the Chamber of Commerce (CCIAG) and CGE-GUI has enhanced private sector representation and strengthened corporate governance structures.

However, challenges remain, including weak enforcement, corruption, limited financial access, and bureaucratic inefficiencies. The success of governance reforms will depend on continued legal modernization, stronger regulatory institutions, and active private sector engagement.

Guinea follows the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE), which defines the governance structure of different business entities. Each entity type has distinct management roles, responsibilities, and oversight mechanisms.

3.1. Private Limited Company (SARL – Société à Responsabilité Limitée)

The gérant (manager) is responsible for managing the SARL, which may have one or more gérants. These individuals can be shareholders or external professionals and oversee the company’s daily operations, financial management, and legal representation.

The associés (shareholders) hold decision-making power within the company. They are responsible for appointing the gérant, approving key corporate decisions, and overseeing governance to ensure compliance with the company’s statutes and legal obligations.

If the company exceeds certain turnover or size thresholds, it must appoint a statutory auditor (Commissaire aux Comptes) to oversee financial reporting and ensure transparency in corporate financial management.

The General Meeting of Shareholders serves as the main governing body, while the gérant acts as the executive authority. The gérant manages the company’s daily operations, but major decisions require shareholder approval to maintain proper corporate oversight.

3.2. Public Limited Company (SA – Société Anonyme)

The SA is designed for larger businesses and has two possible management structures:

A. SA with a Board of Directors (Conseil d’Administration)

The SA is designed for larger businesses and operates under a structured governance model. The most common management structure is an SA with a Board of Directors (Conseil d’Administration), which provides strategic oversight and corporate governance.

The Board of Directors (Conseil d’Administration) consists of at least three directors (administrateurs), or five if the company is publicly listed. The board is responsible for corporate strategy, governance, and ensuring compliance with legal and regulatory requirements.

The Chairman of the Board (Président du Conseil d’Administration) leads board meetings and ensures that the company follows governance best practices. The General Manager (Directeur Général – DG), appointed by the board, is responsible for day-to-day operations. With shareholder approval, the DG can also serve as the Chairman of the Board, allowing for a more centralized leadership structure.

It is mandatory for an SA to appoint at least one principal statutory auditor (Commissaire aux Comptes titulaire) and one deputy auditor (Commissaire aux Comptes suppléant). These auditors are responsible for reviewing financial statements, ensuring regulatory compliance, and safeguarding financial transparency.

The Board of Directors serves as the main governing body, setting the company’s strategic direction, while the General Manager oversees operational execution in alignment with the board’s policies and shareholder expectations.

B. SA with a General Administrator (Administrateur Général)

In this structure, the General Administrator (Administrateur Général) is solely responsible for managing the company and acts as its legal representative. The Administrateur Général has full executive authority, overseeing operations, financial management, and compliance.

Some SAs may choose to establish a Supervisory Board (Conseil de Surveillance) to oversee the General Administrator’s actions and provide strategic guidance. However, this board is optional unless required by the company’s statutes or regulatory obligations.

It is mandatory for large SAs to appoint statutory auditors (Commissaires aux Comptes) to ensure financial transparency and compliance with legal requirements.

The General Administrator serves as the main governing authority, holding full executive control unless a Supervisory Board is in place. While the Administrateur Général makes operational decisions, shareholders retain the authority to approve structural changes affecting the company’s governance and capital.

3.3. Simplified Joint Stock Company (SAS – Société par Actions Simplifiée)

The SAS offers flexibility in governance, with its structure defined in the articles of association.

This allows shareholders to tailor management roles according to the company’s needs.

The President (Président de la SAS) is mandatory and serves as the legal representative of the company, responsible for its overall management and external affairs.

In addition to the President, the SAS may appoint other officers such as Directors, General Managers, or executives, depending on the governance framework outlined in its statutes. These roles are optional and can be customized to suit the company’s operational requirements.

The main governing body is determined by the company’s statutes, offering flexibility in decision-making. While the President holds legal responsibility for the SAS, shareholders can define and assign additional executive roles to distribute management responsibilities as needed.

3.4. General Partnership (SNC – Société en Nom Collectif)

The SNC is a partnership in which all partners (associés) have unlimited liability for the company’s debts. This structure fosters close collaboration among partners, with management responsibilities typically shared.

At least one Managing Partner (Gérant Associé) is responsible for overseeing operations, financial management, and legal representation of the company. The other partners (associés) share joint and several liability for the company’s obligations and contribute to strategic decision-making.

The main governing body consists of all partners, who make decisions collectively. Unless otherwise specified in the company’s statutes, all partners have equal management rights and actively participate in running the business.

3.5. Limited Partnership (SCS – Société en Commandite Simple)

An SCS is a partnership structure that consists of two types of partners with distinct roles and liabilities. This structure allows for capital investment from limited partners while maintaining managerial control with general partners.

The General Partner (Commandité) is responsible for managing the business, making strategic decisions, and representing the company. However, they also bear unlimited liability, meaning they are personally responsible for the company’s debts and obligations.

The Limited Partner (Commanditaire) contributes capital to the business but is not allowed to participate in management or decision-making. Their liability is limited to the amount of their investment.

The main governing body consists of the General Partners, who have full control over business operations and decision-making. Limited Partners act as passive investors, providing financial resources without involvement in the company’s management.

3.6. Economic Interest Group (GIE – Groupement d’Intérêt Économique)

A GIE is a business consortium, also known as a joint venture, designed to facilitate cooperation between companies while allowing each member to retain its legal and financial independence. It is primarily used to share resources, collaborate on projects, or strengthen market positioning.

The Administrator (Administrateur du GIE) is responsible for managing operations and representing the GIE in legal and business matters. The Members (Membres du GIE) are the companies that form the group and are collectively responsible for strategic decisions and defining the consortium’s objectives.

The main governing body is determined by the GIE’s statutes, allowing flexibility in management structure. While the Administrator oversees daily operations, key decisions are made collectively by the members, ensuring that the interests of all participating companies are represented.

3.7. Branch of a Foreign Company

A foreign company can establish a branch in Guinea as an extension of its parent company, rather than creating a separate legal entity. This structure allows the foreign company to conduct business in Guinea while maintaining full control over the branch’s operations.

The Branch Manager (Representant de la Succursale) is appointed by the parent company to oversee day-to-day operations, financial management, and business activities in Guinea. The Legal Representative ensures the branch operates in compliance with Guinean law, including regulatory, tax, and commercial obligations.

A branch in Guinea is initially authorized for a lifetime of two years, but this period may be extended for an additional two years with authorization from the Ministry in charge of Industry and Small and Medium Enterprises.

The main governing body remains the parent company, which retains full decision-making authority over the branch. The Branch Manager operates under the directives of the parent company, executing strategies and business activities as instructed.

In conclusion, the governance structure of corporate entities in Guinea is highly regulated by OHADA laws and varies based on business type. While smaller entities like SARL and SNC have centralized management, larger corporations like SA and SAS operate with Boards of Directors and executive officers.

Corporate governance in Guinea is structured around clear divisions of responsibility between management and economic owners. This framework, regulated by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE), ensures that corporate decision-making is balanced between operational managers and shareholders or partners. The method of approving major corporate decisions varies by entity type, often requiring formal meetings or written resolutions.

4.1. Division of Responsibility Between Management and Economic Owners

4.1.1. Private Limited Company (SARL – Société à Responsabilité Limitée)

In a SARL, the Gérant (Manager) holds executive power and is responsible for daily operations, financial management, and legal representation. The gérant may be a shareholder or an external professional appointed by the associés (shareholders).

Shareholders exercise control over key corporate decisions, such as capital increases, statutory amendments, and mergers. While the gérant oversees daily management, major decisions require shareholder approval at a General Meeting of Shareholders, which serves as the main governing body. Some decisions may also be taken by written consent, depending on the company’s statutes.

4.1.2. Public Limited Company (SA – Société Anonyme)

An SA can be structured either with a Board of Directors (Conseil d’Administration) and a General Manager (Directeur Général – DG) or with a General Administrator (Administrateur Général).

The Board of Directors is responsible for corporate governance, strategic oversight, and financial control, while the General Manager or Administrateur Général handles daily business operations.

Shareholders, as the economic owners, retain decision-making authority over major corporate actions. These decisions are taken at a General Meeting of Shareholders (Assemblée Générale), where votes are cast on matters such as dividends, financial reports, mergers, and leadership appointments. Some resolutions can be approved by written consent when allowed by the company’s statutes.

4.1.3. Simplified Joint Stock Company (SAS – Société par Actions Simplifiée)

An SAS offers flexibility in governance, with its structure defined in the articles of association. The President (Président de la SAS) is the mandatory legal representative, responsible for managing operations, financial oversight, and corporate affairs.

Unlike an SA, shareholders can define their own governance framework, allowing them to assign executive roles and adjust decision-making processes as needed. Approvals for key decisions can be obtained through meetings, written resolutions, or other methods specified in the statutes.

4.1.4. General Partnership (SNC – Société en Nom Collectif)

In an SNC, all partners (associés) have unlimited liability and actively participate in management. At least one partner serves as the Managing Partner (Gérant Associé), responsible for overseeing daily operations and financial matters.

Because all partners share joint and several liability, they collectively approve strategic decisions. The partnership agreement typically outlines how decisions are made, but in the absence of specific provisions, decisions require unanimous consent.

4.1.5. Limited Partnership (SCS – Société en Commandite Simple)

An SCS has two types of partners:

• General Partners (Commandités) manage the business and have unlimited liability.
• Limited Partners (Commanditaires) provide capital but do not engage in management.

General Partners make all operational and financial decisions, while Limited Partners only participate in specific matters, such as profit distribution or capital contributions, as defined in the company’s statutes.

4.1.6. Economic Interest Group (GIE – Groupement d’Intérêt Économique)

A GIE, also known as a joint venture, is a business structure that allows companies to collaborate while maintaining their legal and financial independence. The Administrator (Administrateur du GIE) manages the group’s daily activities, while Members (Membres du GIE) retain decision-making authority over strategic matters.

Governance rules are defined in the GIE’s statutes, with decisions often requiring collective approval among the members.

4.1.7. Branch of a Foreign Company

A foreign company may establish a branch in Guinea, which operates as an extension of the parent company rather than as a separate legal entity. The Branch Manager (Directeur de Succursale) is responsible for executing the parent company’s directives in Guinea.

The parent company retains full control over strategic decisions, which are communicated to the branch in writing. The branch is initially authorized to operate for two years, with a possible two-year extension upon approval from the Ministry in charge of Industry and Small and Medium Enterprises.

4.2. How Owners Make or Approve Decisions

4.2.1. Decision-Making Methods

Economic owners (shareholders or partners) approve corporate decisions through various formal mechanisms, including:

• General Meetings (Assemblée Générale) – The most common method for voting on annual financial reports, board appointments, dividends, and structural changes.
• Written Resolutions – In certain cases, decisions can be made without a physical meeting if all shareholders or partners provide written consent (commonly used in SARLs and SASs).
• Board Resolutions – In SA and SAS, the Board of Directors or Supervisory Board may approve certain operational decisions.
• Unanimous or Majority Votes – Some decisions require simple majority, supermajority, or unanimous approval, depending on the entity type and the nature of the decision.

4.2.2. Approval Thresholds for Different Decisions

Different decisions require different levels of approval:

• Routine Business Decisions (e.g., operational matters, financial transactions) → Handled by Managers, General Partners, or Boards.
• Major Structural Changes (e.g., mergers, liquidation, capital increase) → Require shareholder or partner approval, often through a General Meeting.
• Amendments to Articles of Association → Require a supermajority vote at a General Meeting.
• Appointment or Removal of Directors or Managers → Decided by shareholders or partners, depending on the entity type.

In conclusion, corporate governance in Guinea clearly separates the roles of management and economic owners to ensure accountability and operational efficiency.

• Management (e.g., Gérant, Administrateur Général, Board of Directors) oversees daily operations, financial performance, and strategic execution.
• Economic owners (e.g., Shareholders, Partners, Members) retain decision-making power over structural changes, profit distribution, and corporate governance policies.

Decisions are formally approved through General Meetings, written resolutions, or board votes, depending on the entity’s structure and statutes. This governance framework, aligned with OHADA corporate laws, ensures transparency, stability, and compliance with international best practices in Guinea’s corporate landscape.

Corporate governance in Guinea is governed by OHADA laws, national regulations, anti-corruption measures, and industry-specific compliance requirements. The main sources of corporate governance requirements are:

• OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE) – This is the primary legal framework for corporate governance, regulating corporate structures, board responsibilities, shareholder rights, financial reporting, and corporate transparency.
• Guinea’s Anti-Corruption Law (L/2017/N°0041/AN) – Mandates corporate compliance programs, financial disclosure, whistleblower protections, and sanctions for corruption-related offenses.
• Guinea’s Local Content Law (L/2022/0010/CNT) – Requires foreign and domestic companies, especially in the mining and infrastructure sectors, to prioritize Guinean employment, local subcontracting, and board representation for Guinean nationals.
• Financial and Tax Compliance Regulations – Companies must comply with the General Tax Code, Central Bank of Guinea (BCRG) regulations, statutory audit requirements, and anti-money laundering (AML) obligations.
• Extractive Industries Transparency Initiative (EITI) Compliance – Mining and petroleum companies must disclose payments, tax contributions, and financial transactions to ensure transparency.
• Sector-Specific Corporate Governance Rules – Additional governance requirements apply to banks, financial institutions, telecoms, and public utilities, including board composition rules, financial disclosure obligations, and risk management controls.
• Corporate Governance Advocacy from CGE-GUI and CCIAG – Business organizations such as Confédération Générale des Entreprises de Guinée (CGE-GUI) and the Chamber of Commerce (CCIAG) play a growing role in promoting corporate governance best practices and lobbying for policy reforms.

In addition, note that, Guinea does not have a standalone corporate governance code. However, corporate entities must comply with OHADA laws, national regulations, and industry-specific governance frameworks.

• All companies must adhere to AUSCGIE, which effectively serves as the de facto corporate governance framework.
• Regulated industries (banking, mining, and telecoms) must follow additional governance requirements, such as mandatory board structures, financial audits, and compliance with anti-money laundering (AML) and anti-corruption measures.
• Public and private sector initiatives, including efforts by CGE-GUI and CCIAG, are working toward the development of a dedicated corporate governance framework tailored to Guinea’s economic and regulatory environment.

While no formal governance code exists, companies are encouraged to adopt corporate best practices, including internal governance charters, ESG (Environmental, Social, and Governance) policies, and international corporate governance standards such as the OECD Principles of Corporate Governance.

Corporate governance structures in Guinea are primarily governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE). The composition of the board or governing body, as well as the allocation of management and oversight responsibilities, depends on the type of entity and its legal structure.

6.1. Board Constitution and Governance Structure

A Private Limited Company (SARL – Société à Responsabilité Limitée) does not require a Board of Directors. Instead, it is managed by one or more Gérants (Managers), who may be shareholders or external professionals. The General Meeting of Shareholders is the highest decision-making authority and is responsible for approving key corporate actions, while the gérant handles the company’s daily operations, financial management, and legal representation.

A Public Limited Company (SA – Société Anonyme) can be structured in one of two ways. In an SA with a Board of Directors (Conseil d’Administration), the company is overseen by a board composed of at least three directors (or five if publicly listed). The Président du Conseil d’Administration (Chairman of the Board) leads the board and ensures compliance with corporate governance rules, while the Directeur Général (General Manager – DG), appointed by the board, is responsible for daily operations. The DG may also serve as the Chairman of the Board if approved by shareholders. Alternatively, in an SA with a General Administrator (Administrateur Général), there is no Board of Directors. Instead, the Administrateur Général holds full management authority, with oversight mechanisms set by shareholders.

A Simplified Joint Stock Company (SAS – Société par Actions Simplifiée) offers flexibility in governance, as its structure is defined in its statutes. The President (Président de la SAS) is the mandatory legal representative with executive authority. Depending on the company’s statutes, additional executives, such as Directors or General Managers, may also be appointed. The President is responsible for operations, with the possibility of delegating specific tasks.

A General Partnership (SNC – Société en Nom Collectif) is collectively managed by its partners (associés), who all have unlimited liability. At least one partner serves as the Gérant Associé (Managing Partner) and is responsible for overseeing daily business operations. All partners have joint and several liability and participate in decision-making.

In a Limited Partnership (SCS – Société en Commandite Simple), only the General Partners (Commandités) manage the business, while the Limited Partners (Commanditaires) contribute capital but do not participate in management.

An Economic Interest Group (GIE – Groupement d’Intérêt Économique) is a collaborative business structure where companies work together while maintaining their legal and financial independence. The group is managed by an Administrateur du GIE (Administrator), who handles daily operations and represents the group, while the Members (Membres du GIE) retain decision-making authority over strategic matters.

A Branch of a Foreign Company operates as an extension of the parent company rather than as a separate legal entity. The Directeur de Succursale (Branch Manager) is responsible for executing the parent company’s directives in Guinea and ensuring compliance with local regulations. The branch does not have an independent governance body, as the parent company retains full control over decision-making. The branch is initially authorized to operate for two years, with the possibility of a two-year renewal upon approval from the Ministry in charge of Industry and Small and Medium Enterprises.

6.2. Responsibility for Day-to-Day Management and Oversight

In companies with a Board of Directors, such as an SA with a Conseil d’Administration, the board sets the company’s strategic direction and oversees governance, while the Directeur Général (DG) is responsible for day-to-day business operations. In single-executive entities, such as an SA with an Administrateur Général, a SARL, or an SAS, the Gérant, Administrateur Général, or President assumes both governance and operational responsibilities. Partnerships, such as SNCs and SCSs, allocate management responsibility to the General Partners, while Limited Partners act only as financial investors.

Major corporate decisions, such as mergers, acquisitions, and capital increases, typically require approval from shareholders or the board, while operational decisions, such as hiring employees and executing contracts, are handled by the Directeur Général (DG), Gérant, or Administrateur Général, depending on the entity type.

In conclusion, corporate entities in Guinea follow different governance structures, with management and oversight roles clearly defined by OHADA corporate laws. Public Limited Companies (SA) require either a Board of Directors with a General Manager (DG) or a single executive leader (Administrateur Général). Private Limited Companies (SARL) and Simplified Joint Stock Companies (SAS) allow for more flexible governance, with a Gérant or President in charge of operations. Partnerships, such as SNCs and SCSs, distribute management responsibilities among their partners, while Economic Interest Groups (GIEs) allow for collaborative decision-making. Branches of foreign companies remain under the control of their parent entities, with a local Branch Manager overseeing operations.

The allocation of day-to-day management and oversight authority varies depending on the entity type. However, governance structures are designed to balance executive power with shareholder control, ensuring compliance with corporate laws, financial regulations, and best governance practices in Guinea.

Be advised that, the process varies depending on the type of entity but generally involves shareholder decisions at General Meetings and, in some cases, board-level resolutions.

7.1. Appointment of Board Members

In a Public Limited Company (Société Anonyme – SA), board members (Administrateurs) are appointed by the Ordinary General Meeting (Assemblée Générale Ordinaire – AGO). The initial board members may be designated in the company’s articles of association, but during the company’s operation, shareholders elect directors based on voting rights proportional to their shareholding.

The number of directors in an SA must be between three (3) and twelve (12) members, unless the company is listed, in which case the limit is fifteen (15). Directors can be individuals or legal entities, with the latter required to appoint a permanent representative .

For a Simplified Joint Stock Company (Société par Actions Simplifiée – SAS), governance structures are flexible and defined in the articles of association, meaning shareholders have broad discretion in structuring appointments.

In a Private Limited Company (Société à Responsabilité Limitée – SARL), the Gérant (Manager) is appointed by the shareholders. If multiple managers are appointed, the articles of association must specify how responsibilities are divided .

In a General Partnership (SNC), all partners typically have managerial authority unless otherwise specified in the partnership agreement. A managing partner (Gérant Associé) may be appointed from among the partners .

For a Limited Partnership (Société en Commandite Simple – SCS), only the General Partner (Commandité) holds management authority, while the Limited Partners (Commanditaires) cannot participate in management.

A Branch of a Foreign Company is managed by a Branch Manager (Directeur de Succursale) appointed by the parent company. This individual oversees local operations but does not make independent strategic decisions .

7.2. Removal of Board Members

Board members in an SA can be removed at any time by a resolution of the Ordinary General Meeting. The decision does not require justification, but if the dismissal is without valid cause, the director may seek damages.

The Chairman of the Board (Président du Conseil d’Administration) can also be removed at any time by the board of directors itself.

In a SARL, the Gérant can be dismissed by the shareholders if they represent the majority vote. However, if the dismissal is deemed abusive, the gérant may claim damages.

For an SNC, all partners must typically agree to remove a managing partner, unless otherwise specified in the partnership agreement.

In an SCS, the General Partner can only be removed under conditions set out in the articles of association or through a judicial decision.

In the case of a Branch of a Foreign Company, the Branch Manager can be dismissed at any time by the parent company without requiring shareholder approval.

7.3. Influence of Owners Over board Appointments

Shareholders, exert significant influence overboard appointments and removals, primarily through their voting rights at General Meetings. In an SA and SARL, major strategic decisions, including board composition, require shareholder approval. In partnerships such as SNC and SCS, decision-making authority is usually retained by the partners, and the removal of a managing partner requires either unanimous consent or a special resolution.

In summary, corporate governance rules under OHADA ensure that board appointments and removals remain a shareholder-driven process, providing mechanisms for oversight, accountability, and continuity in business leadership.

Be advised that, the board structure varies depending on the type of entity and whether it is publicly listed.

8.1. General Composition of the Board

In a Public Limited Company (Société Anonyme – SA), the board of directors must have at least three (3) members and no more than twelve (12), whether they are shareholders or not.

However, in the event of a merger, the number may temporarily exceed this limit up to a maximum of twenty-four (24) directors.

For companies listed on a stock exchange, the board may include up to fifteen (15) members. If such a company is delisted, the number must be reduced to twelve (12) as soon as possible.

8.2. Board Member Qualifications and Independence

Board members in an SA do not necessarily have to be shareholders unless specified in the articles of association. The AUSCGIE allows legal entities to be appointed as directors, provided they designate a natural person as their permanent representative.

To promote independent oversight, companies raising capital through public offerings or listed on a stock exchange must have an audit committee composed exclusively of non-executive directors. The audit committee ensures financial transparency, monitors internal controls, and reviews risk management systems.

8.3. Diversity and Board Tenure

The AUSCGIE does not impose specific diversity requirements regarding gender, nationality, or professional background for board members. However, companies are free to adopt internal policies promoting diversity.

The term of office for directors is set in the articles of association but cannot exceed six (6) years for appointments made during the company’s lifetime. If directors are appointed at the company’s formation, their mandate is limited to two (2) years. Directors may be re-elected upon the expiration of their mandate.

8.4. Succession Planning and Board Replacement

If a vacancy occurs on the board due to death or resignation, the remaining directors may appoint a replacement, subject to ratification at the next general meeting. If the board fails to meet the minimum required number of directors, an ordinary general meeting must be convened to fill the vacancies.

Directors may be removed at any time by the shareholders during a general meeting. In certain circumstances, courts may appoint an interim administrator to manage the company temporarily if its normal operations become impossible.

In conclusion, board composition in Guinea follows the OHADA corporate governance framework, with specific requirements for SAs and listed companies. While independence is required in certain committees, broader diversity and qualification requirements are left to company discretion. The tenure and appointment process ensure governance continuity, with shareholder oversight playing a crucial role in director appointments and removals.

Be advised that, the board of directors plays a central role in setting and modifying corporate strategy. The board defines the general guidelines for the company’s activities and ensures their implementation while also addressing issues related to corporate governance and regulatory compliance. It has broad decision-making power within the limits set by the company’s purpose and is responsible for making key strategic decisions, including expansion, financial structuring, and major operational changes.

The board exercises oversight over management and ensures that corporate decisions align with the strategic vision approved by shareholders. It can delegate specific mandates to its members and form committees to review and provide recommendations on strategic matters. These committees may include external experts to offer additional insights.

Moreover, the board is required to monitor and verify financial performance, corporate risk management, and regulatory compliance. It is also responsible for approving agreements with shareholders holding a significant stake in the company, as well as transactions involving company executives.

In summary, the board of directors serves as the primary authority in defining, overseeing, and modifying corporate strategy. It ensures that management executes the strategic vision effectively while maintaining compliance with legal and governance standards.

Be advised that the compensation structure varies depending on the type of company, but in all cases, it must be determined through a formal process and must adhere to legal provisions.

10.1. Compensation of Board Members in Public Limited Companies (Société Anonyme – SA)

For SAs with a Board of Directors, board members may receive compensation in the form of fixed annual allowances, known as “jetons de présence” (attendance fees), which are determined by the Ordinary General Meeting (Assemblée Générale Ordinaire – AGO). The Board of Directors then has the discretion to allocate these allowances among its members.

The Chairman of the Board of Directors is compensated separately, with his remuneration set by the board. However, he is not allowed to participate in the vote on his own compensation. Additionally, the General Manager (Directeur Général) or General Director (Administrateur Général), if appointed, is remunerated based on a decision by the Board of Directors. This compensation may include both fixed salaries and benefits in kind.

For SAs that opt for a General Director (Administrateur Général) structure, the General Meeting determines the remuneration of the General Director and, if applicable, any benefits in kind. This ensures transparency and accountability in executive compensation.

10.2. Compensation of the Gérant (Manager) in Private Limited Companies (Société à Responsabilité Limitée – SARL)

In a SARL, the Gérant (Manager) may be compensated based on provisions outlined in the company’s articles of association or through a decision made collectively by the shareholders. If the Manager is also a shareholder, he is not allowed to vote on his own compensation. This restriction prevents conflicts of interest and ensures a fair governance process.

10.3. Restrictions on Compensation and Related Party Transactions

There are strict limitations on board member compensation beyond approved salaries and allowances. Board members, including the Chairman, Directors, General Manager, and Deputy General Manager, cannot receive any additional payments from the company outside of their officially determined compensation. Any violation of this rule renders the payment null and void.

Additionally, board members are prohibited from receiving loans, overdrafts, or guarantees from the company, except in specific circumstances where the company is a financial institution operating under normal business conditions.

10.4. Additional Benefits and Expense Reimbursements

In certain cases, board members may receive reimbursement for travel and other expenses incurred in the company’s interest. However, these payments must be documented and disclosed in a special report submitted to the General Meeting, ensuring transparency in financial transactions.

In summary, Board member compensation in Guinea is regulated to maintain transparency, fairness, and accountability. Public Limited Companies (SAs) follow a structured process where the General Meeting or the Board of Directors determines remuneration, while Private Limited Companies (SARLs) rely on shareholder agreements. There are strict prohibitions against unauthorized payments and financial advantages for board members, reinforcing good corporate governance principles under OHADA law.

Be advised that board members and company managers owe fiduciary and special duties primarily to the company, its shareholders, and, in some cases, third parties. These duties include the duty of care, duty of loyalty, and duty to act in good faith. A breach of these duties can result in civil, financial, and criminal liabilities.

11.1. Fiduciary Duties of Board Members

Duty of Care and Diligence

Board members and executives must act with diligence and prudence in managing the company. The AUSCGIE states that managers are individually liable for any misconduct in their duties, and if multiple managers are involved, they can be held jointly and severally liable. The AUSCGIE further reinforces that company managers are personally liable to the company for any wrongful acts committed in the performance of their responsibilities.

Duty of Loyalty and Avoidance of Conflicts of Interest

Board members must act in the best interests of the company and avoid conflicts of interest. The AUSCGIE provides that any shareholder or third party who suffers distinct damages due to a manager’s misconduct may bring an individual lawsuit against the responsible board member.

Duty to Act in Good Faith and Transparency

Board members must ensure honest, transparent, and ethical decision-making. If board members make decisions that harm the company, shareholders have the right to initiate a derivative lawsuit on behalf of the company under the AUSCGIE. The law further specifies that before filing such a lawsuit, shareholders must notify the company’s governing bodies and allow them 30 days to respond.

Prohibition of Certain Transactions and Financial Misuse

Board members cannot receive unauthorized loans, overdrafts, or financial benefits from the company unless explicitly allowed by financial regulations. Violating this rule results in the automatic nullity of the transaction.

11.2. Consequences of Breaching Fiduciary Duties

A breach of fiduciary duties under OHADA law can lead to severe legal, financial, and reputational consequences:

Civil Liability for Damages

If a board member’s actions result in financial losses, they may be personally liable to compensate the company or affected parties. The AUSCGIE allows courts to order damages to be paid to the company.

Legal Action by Shareholders

Shareholders may bring derivative lawsuits against board members when company assets or interests are harmed. These lawsuits ensure that managers are held accountable for misconduct.

Potential Criminal Liability

If a breach involves fraud, embezzlement, or financial misconduct, board members may face criminal prosecution, fines, or imprisonment, depending on the severity of the violation.

Disqualification from Holding a Management Position

Courts may ban board members from holding directorship or management positions in OHADA-member state companies if they are found guilty of serious corporate misconduct.

Board members in Guinea, under OHADA law, have strict fiduciary duties to act in good faith, exercise due diligence, and prioritize the company’s interests over personal gain. Violating these duties can lead to legal action, financial penalties, personal liability, and even criminal prosecution. OHADA’s corporate governance framework ensures that directors and executives are held accountable for their actions, protecting the company, shareholders, and the broader business environment.

Under OHADA law, board members and company executives can be held personally liable for misconduct, mismanagement, or violations of corporate governance rules. However, indemnification and insurance mechanisms exist to mitigate such risks. While OHADA law does not explicitly prohibit companies from offering indemnities or obtaining insurance to cover board members’ liability, these protections are subject to compliance with corporate governance principles. Indemnification clauses may be included in a company’s statutes or approved through board resolutions, provided they do not cover liabilities arising from fraud, gross negligence, or intentional misconduct. Additionally, companies can obtain Directors’ and Officers’ (D&O) liability insurance to protect board members against financial losses from legal claims related to their official duties.

There are certain limitations and compliance requirements associated with indemnification and insurance. OHADA law prohibits unauthorized financial benefits to board members, which means that excessive indemnities could be considered disguised compensation. In public limited companies (SAs), any indemnification arrangement must be approved by the General Meeting of Shareholders. Furthermore, all indemnification and reimbursement of legal costs must be transparently disclosed in the company’s financial statements to ensure compliance with corporate governance rules.

In Guinea, the practice of obtaining liability protection varies across businesses. Large corporations and multinational subsidiaries operating in Guinea commonly secure D&O liability insurance as part of their risk management strategy. In contrast, local companies, particularly small and medium-sized enterprises (SMEs), rarely provide such protections due to cost constraints and limited awareness of liability insurance options.

In conclusion, while OHADA law permits indemnities and insurance for board members, these protections must adhere to transparency and governance requirements and cannot cover liabilities arising from fraudulent or reckless actions. In Guinea, indemnification and liability insurance are more prevalent among large corporations but remain uncommon in smaller businesses.

Be advised that, the oversight and evaluation of board members are primarily conducted through mechanisms outlined in the company’s articles of association and the legal provisions of AUSCGIE. The Board of Directors itself is responsible for monitoring the performance of its members, ensuring compliance with company policies, and upholding fiduciary duties. Regular meetings, as mandated by Article 453, provide a platform for board members to review operational decisions, strategic direction, and financial performance.

Moreover, shareholders play a critical role in the oversight of board members. They have the authority to approve financial statements, appoint or remove directors, and demand accountability through Ordinary and Extraordinary General Meetings. These meetings serve as a forum for evaluating board performance and addressing any concerns related to governance and management practices.

External oversight is also provided by statutory auditors, who are required to review financial statements and report any discrepancies or violations to the General Meeting. The auditors’ reports are a key tool for shareholders to assess the board’s performance and ensure that corporate governance standards are upheld.

Thus, the evaluation and oversight of board members in Guinea involve a combination of internal review by the board, direct accountability to shareholders, and external scrutiny by auditors, ensuring a robust governance framework in line with OHADA requirements.

Yes, the board is required to actively engage with the entity’s economic owners, primarily the shareholders or partners, and report on its actions. According to the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE), corporate entities must maintain transparent governance practices and ensure shareholder participation in decision-making.

Engagement with economic owners occurs primarily through General Meetings (Assemblée Générale), where shareholders exercise their rights to vote on key corporate matters. Article 831 of the AUSCGIE mandates that companies making public offerings for placement of securities must publish a notice before the meeting of shareholders. This notice must include the agenda of the meeting, draft resolutions proposed by the board of directors, and other relevant information.

Additionally, the board of directors is responsible for preparing and presenting an annual report that details the company’s governance structure, internal controls, financial performance, and any risk management policies implemented. Article 831-2 requires the chairman of the board to present a report on the board’s composition, internal audit mechanisms, and any limitations imposed on the general manager’s powers.

For companies that voluntarily adopt a corporate governance code, the board’s report must outline the provisions adopted and those rejected, along with justifications for such decisions. If a company does not adhere to a formal governance code, it must explicitly state its governance rules and the rationale behind them.

To ensure transparency and accountability, companies must also provide shareholders access to key corporate documents, including financial statements, meeting minutes, and details on related-party transactions. Article 831-3 specifies that the board’s report must disclose executive remuneration and benefits, ensuring transparency in the allocation of corporate resources.

In conclusion, the board’s engagement with economic owners is formalized through general meetings, mandatory reporting obligations, and public disclosures. These measures ensure that shareholders are informed and can influence corporate decision-making in compliance with OHADA regulations.

Under the AUSCGIE, dual-class and multi-class capital structures are permitted but subject to specific regulations. Companies may issue different classes of shares, including ordinary shares, preferred shares, and shares with multiple voting rights.

Article 751 of AUSCGIE states that each share carries at least one vote in proportion to its capital contribution. However, Article 752 allows the issuance of shares with double voting rights, provided they are nominative and held by the same shareholder for at least two years. Additionally, Article 778-1 et seq. allow for the creation of preferred shares, which may grant special rights, such as priority dividends or enhanced voting privileges, but must comply with the restrictions set forth in the articles of association .

Multi-class capital structures are not widely used in OHADA jurisdictions, as corporate governance principles emphasize equal shareholder rights. However, in certain sectors and for strategic reasons, companies may structure their share capital to grant founders or key investors greater control through differentiated voting rights. Such arrangements must be explicitly outlined in the company’s statutes and approved by the general meeting of shareholders.

In summary, while dual-class and multi-class share structures are legally permitted under OHADA law, they remain relatively uncommon in practice due to regulatory emphasis on shareholder equality and governance transparency.

Entities in Guinea are required to disclose both financial and non-financial information in accordance with the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE) and the Acte Uniforme Relatif au Droit Comptable et à l’Information Financière (AUDCIF). These disclosures are essential for corporate transparency, investor confidence, and regulatory compliance.

Financial information disclosure includes the preparation and publication of financial statements in compliance with OHADA’s SYSCOHADA accounting system, as detailed in Article 8 of AUDCIF. Entities must disclose a balance sheet summarizing the company’s financial position at the end of the fiscal year, an income statement providing details on revenues, expenses, and net income or loss, a cash flow statement presenting the company’s liquidity and cash movement, and notes to the financial statements explaining accounting policies, significant transactions, and financial risks. Entities engaged in public offerings or listed on a stock exchange must prepare financial statements in accordance with IFRS standards in addition to OHADA’s SYSCOHADA principles.

Companies are also required to prepare and publish an annual financial report, which includes a management discussion and analysis detailing the company’s financial health, risks, and future projections, as well as an external auditor’s report if the company is subject to statutory audits. Failure to submit financial statements to regulators or the public can result in fines, legal actions, or business license revocation.

Non-financial disclosure obligations focus on corporate governance, regulatory compliance, and environmental impact. These requirements are particularly relevant for publicly traded companies, financial institutions, and businesses operating in regulated industries such as mining and infrastructure. Companies must disclose information related to corporate governance, including board structure, management policies, and risk oversight. Environmental, Social, and Governance (ESG) compliance is also required, particularly for companies in the extractive industries, detailing corporate social responsibility (CSR) initiatives and sustainability efforts. Additionally, shareholder reports must provide updates on shareholding structure, major transactions, and voting rights, while related-party transactions must be transparently reported in compliance with Article 831-3 of AUSCGIE.

Entities are required to publicly disclose financial and non-financial information through various methods. Official regulatory filings must be submitted to the Register of Commerce and Credit (RCCM) for public record, as well as to tax authorities and financial regulators to ensure compliance. Publicly listed companies must publish financial statements in an official gazette, business journal, or on their website, while companies making public offerings must provide a disclosure document approved by the relevant regulatory body. Companies must also communicate annual reports to shareholders ahead of the General Meeting, allowing them to review financial and strategic information before voting on corporate decisions. In cases of mergers, acquisitions, capital increases, or major structural changes, companies must issue public notices to inform stakeholders.

Entities in Guinea are legally required to disclose financial statements, governance reports, and regulatory compliance details to promote transparency and accountability. These disclosures are made through regulatory filings, shareholder reports, and public announcements. Failure to comply with disclosure obligations may result in fines, sanctions, and reputational damage, reinforcing the importance of robust corporate reporting practices under OHADA law and AUDCIF standards.

Under AUSCGIE, economic owners of a company, such as shareholders or partners, have the right to propose matters for a vote and to call a special meeting under certain conditions.

According to Article 518, the procedures for calling meetings must be defined in the company’s articles of association. A meeting is generally convened through a published notice in a legal newspaper or direct notification to shareholders if all shares are nominative. The notice must specify the date, location, and agenda, and must be sent at least 15 days before the first meeting and six days for subsequent notices.

Article 521 states that shareholders can submit draft resolutions for consideration at a general meeting. These resolutions must be sent to the company headquarters at least 10 days before the meeting via registered mail, hand-delivered letter with acknowledgment, or fax. If a proposed resolution is not submitted to a vote despite proper submission, the deliberations of the meeting may be deemed void.

Additionally, Article 520 grants shareholders the right to request the inclusion of a draft resolution in the agenda when they represent at least:

• 5% of the capital if the company’s capital is below 1 billion CFA francs,
• 3% if the capital is between 1 billion and 2 billion CFA francs,
• 5% if the capital exceeds 2 billion CFA francs .

It is important to note that Guinea does not use CFA francs but Guinean francs (GNF). Therefore, the above-mentioned amounts should be converted into their equivalent in Guinean francs, using the daily exchange rate provided by the Central Bank of Guinea (BCRG).

Thus, economic owners have the right to influence corporate decision-making through formal procedures established under OHADA law, ensuring a structured process for shareholder participation in governance.

Investors in Guinea have several legal avenues to take enforcement action against an entity and/or its board members under the AUSCGIE. These mechanisms primarily include individual lawsuits and shareholder derivative lawsuits.

Under Article 161 of AUSCGIE, company managers are individually liable to third parties for any misconduct in the performance of their duties. If multiple managers are involved in a tortious act, they can be held jointly and severally liable. The competent court can determine the contributive share of each manager in awarding damages.

Article 162 allows any shareholder or third party who has suffered distinct damages due to a board member’s misconduct to file an individual lawsuit against the responsible party. This means that an investor who suffers financial harm separate from that of the company can take direct legal action.

Article 165 establishes that every company manager is individually liable to the company for wrongful acts committed in their duties. If their actions result in financial losses to the company, they can be held responsible through a shareholder derivative lawsuit.

A shareholder derivative lawsuit, as outlined in Article 166, is a legal action filed by shareholders in the name of the company for damages suffered due to mismanagement by company executives. According to Article 167, shareholders must first issue a notice to the company’s governing bodies and allow them 30 days to address the issue. If the company fails to act, the shareholders may proceed with the lawsuit.

Under Article 168, the company’s articles of association cannot prevent or require prior authorization from the general meeting or the board before a shareholder files a derivative lawsuit. This ensures that investors always have the right to hold managers accountable.

Article 169 explicitly states that no decision by the board, officers, or shareholders’ meeting can extinguish liability claims against company managers. Any decision attempting to do so is deemed null and void.

The competent court to hear these lawsuits is located within the jurisdiction of the company’s headquarters, as specified in Article 170. The limitation period for such actions is three years from the date of the harmful event or its disclosure if concealed. If the misconduct constitutes a criminal offense, the limitation period extends to ten years.

Legal fees and expenses related to shareholder derivative lawsuits may be covered by the company when shareholders initiate action in its interest, as per Article 171. However, if an investor has suffered personal damages distinct from the company’s loss, they may still pursue an individual claim for compensation under Article 172.

In conclusion, investors in Guinea have strong legal protections under AUSCGIE, allowing them to pursue legal action against board members for misconduct through both individual lawsuits and shareholder derivative lawsuits. These enforcement mechanisms ensure transparency, accountability, and legal recourse for investors seeking to protect their interests.

Shareholder activism in Guinea is relatively uncommon compared to other jurisdictions, primarily due to the corporate structure and governance framework dictated by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE). However, there is growing awareness among shareholders, particularly in larger corporations and foreign-invested entities, regarding their rights and the means to exert influence over corporate management.

Recent trends indicate an increasing willingness of institutional investors and minority shareholders to engage in corporate governance issues. This is particularly evident in strategic sectors such as mining, telecommunications, and banking, where compliance with international governance standards, transparency, and environmental, social, and governance (ESG) considerations are becoming more important. The influence of international investors and financial institutions has also led to a push for enhanced corporate governance practices.

Shareholders can exert influence on corporate management through several mechanisms outlined in the OHADA framework. The General Meeting of Shareholders serves as the primary forum for shareholders to express their views, approve financial statements, vote on major corporate actions, and appoint or remove board members. Articles 520 and 521 of the AUSCGIE allow shareholders holding a certain percentage of capital to request the inclusion of specific resolutions in the meeting agenda, giving them a formal avenue to influence corporate decisions. Additionally, shareholders have the right to challenge management decisions through derivative lawsuits under Articles 166 and 167, ensuring that corporate managers are held accountable for misconduct.

Despite these legal avenues, shareholder activism in Guinea is still in its early stages, largely due to a lack of organized shareholder associations and limited legal enforcement mechanisms. However, as corporate governance evolves and awareness among shareholders increases, there is potential for greater shareholder engagement in corporate decision-making.

Be advised that AUSCGIE, mandates that an Ordinary General Meeting (Assemblée Générale Ordinaire – AGO) must be held at least once a year, within six months following the end of the fiscal year, unless an extension is granted by the courts . If the ordinary general meeting is not held within this period, the public prosecutor or any shareholder may petition the court to order the meeting to be convened.

At the Ordinary General Meeting, shareholders review and approve essential corporate matters, including the financial statements of the past fiscal year, profit allocation, appointment or renewal of board members and auditors, and any agreements between the company and related parties. The quorum requirement for the first call of an ordinary general meeting is at least one-quarter of the shares carrying voting rights. If the quorum is not met, a second meeting may be held with no quorum requirement. Decisions are taken by a majority of the votes cast.

For matters requiring more significant structural changes, such as amendments to the company’s articles of association, mergers, or liquidation, an Extraordinary General Meeting (Assemblée Générale Extraordinaire – AGE) must be convened. The quorum for such meetings is at least half of the shares on the first call and one-quarter on the second call, with decisions requiring approval by a two-thirds majority of votes cast.

Additionally, Special Meetings (Assemblées Spéciales) are required when the rights of a specific category of shareholders are affected. These meetings must approve or reject decisions that modify the rights attached to specific share classes.

The agenda of shareholder meetings is set by the party convening the meeting, typically the board of directors or the general director. However, shareholders holding a certain percentage of the capital (5% for companies with capital under 1 billion CFA francs, 3% for companies between 1 billion and 2 billion CFA francs, and 0.5% for companies above 2 billion CFA francs) have the right to request the inclusion of resolutions. Any resolution proposed by qualified shareholders must be submitted at least ten days before the meeting.

To ensure transparency, shareholders must receive prior access to essential corporate documents, including the annual financial statements, auditor’s reports, and management reports. The minutes of the meeting must be recorded and archived, and decisions must be publicly disclosed as required by law.

There are no specific organizations in Guinea that formally provide voting recommendations or directly influence investor voting decisions, as commonly seen in markets with established proxy advisory firms. However, investor influence and voting practices are guided by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE), which establishes the legal framework for corporate governance, shareholder rights, and decision-making processes.

Institutional investors, business associations, and regulatory bodies may play an indirect role in shaping corporate governance practices. The Confédération Générale des Entreprises de Guinée (CGE-GUI) and the Chambre de Commerce, d’Industrie et d’Artisanat de Guinée (CCIAG) serve as platforms for business advocacy and corporate governance dialogue, although they do not provide formal voting guidance.

In publicly traded companies within OHADA jurisdictions, shareholders exercise their voting rights through general meetings as prescribed under the AUSCGIE. The act sets out the rules governing general meetings, including shareholder participation, quorum requirements, and voting rights. Shareholders may also be influenced by financial analysts, auditors, and other advisory professionals who provide insights on corporate performance and governance matters.

While there is no direct equivalent to proxy advisory firms in Guinea, shareholder activism and engagement are becoming more significant, particularly in sectors such as mining and finance, where corporate governance and transparency are increasingly scrutinized.

In Guinea, corporate governance recognizes the role of multiple stakeholders, including debt-holders, employees, suppliers, customers, regulators, the government, and local communities, in shaping business practices and corporate accountability. The OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE) and sector-specific regulations provide a legal framework that influences the engagement of these stakeholders in corporate governance.

Debt-holders, such as banks and financial institutions, play a crucial role by imposing financial covenants and monitoring corporate performance to ensure loan repayment. Creditors may have rights to be informed about a company’s financial health, particularly in cases of insolvency or restructuring, as outlined in OHADA laws.

Employees and workers are protected by labor laws and, in some cases, participate in corporate governance through work councils or union representation. Their rights include fair wages, safe working conditions, and, in certain jurisdictions, collective bargaining rights. The AUSCGIE also allows for employee representation on the board of directors in specific cases.

Suppliers and customers influence governance through contractual relationships and market dynamics. Large corporations, especially those in extractive industries, are expected to adhere to fair trade practices, uphold contract commitments, and maintain ethical supply chain management.

Regulators and the government play a direct role in corporate governance by enforcing compliance with industry-specific laws, tax obligations, and financial disclosure requirements. Regulatory bodies, such as the Central Bank of Guinea (BCRG) and sectoral regulators in mining and telecommunications, oversee corporate practices to ensure adherence to national policies.

Local communities, particularly in sectors like mining and infrastructure, engage with corporate entities through corporate social responsibility (CSR) initiatives and local content requirements. The 2022 Guinean Local Content Law mandates companies to prioritize local hiring and business partnerships, integrating community interests into governance practices.

Overall, stakeholder engagement in corporate governance in Guinea is influenced by legal requirements, contractual obligations, and corporate responsibility initiatives. While investors and board members hold primary governance authority, external stakeholders contribute to shaping business decisions, regulatory compliance, and sustainable corporate practices.

Under the AUSCGIE, the governing bodies of corporate entities are primarily mandated to act in the best interests of the company and its shareholders. However, the Act also acknowledges the importance of non-shareholder stakeholders—such as employees, creditors, suppliers, customers, regulators, the government, and local communities—in the corporate governance framework.

While the AUSCGIE does not explicitly mandate the consideration of non-shareholder interests in every decision, it establishes certain provisions that indirectly promote the protection of these stakeholders:

• Duty of Care and Loyalty: Directors are obligated to perform their duties with diligence and loyalty, ensuring that their actions do not harm the company’s reputation or its relationships with various stakeholders.
• Disclosure of Conflicts of Interest: The Act requires directors to disclose any conflicts of interest, promoting transparency and safeguarding the interests of all parties involved with the company.
• Employee Representation: In certain corporate structures, such as public limited companies (Société Anonyme), employees may have representation on the board of directors, allowing them to participate in governance and decision-making processes.
• Creditor Protections: The AUSCGIE includes provisions that protect the rights of creditors, especially during insolvency proceedings, ensuring that their interests are considered and addressed appropriately.

By adhering to these provisions, the governing bodies of corporate entities under OHADA law can ensure that the interests of non-shareholder stakeholders are considered, promoting a balanced and inclusive approach to corporate governance.

In Guinea, corporate entities are increasingly recognizing the importance of Environmental, Social, and Governance (ESG) considerations in their operations. This shift is driven by both regulatory frameworks and a growing awareness of the benefits associated with sustainable and responsible business practices.

Regulatory Framework:

Guinea’s commitment to ESG principles is evident through its adherence to the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE), which provides a comprehensive legal framework for corporate governance. While the AUSCGIE primarily focuses on governance structures and shareholder rights, it also emphasizes transparency and accountability, indirectly supporting ESG considerations.

Additionally, sector-specific regulations, particularly in the mining industry, mandate companies to conduct Environmental and Social Impact Assessments (ESIAs) before commencing operations. These assessments are crucial for identifying potential environmental and social risks and for developing mitigation strategies. The Ministry of Mines and Geology oversees compliance in this sector, ensuring that companies adhere to national and international ESG standards.

Key Legal Obligations:

• Environmental Obligations: Companies are required to implement measures to protect the environment, such as waste management, pollution control, and sustainable resource utilization. Non-compliance can lead to penalties, including fines and suspension of operations.
• Social Obligations: Firms must engage with local communities, ensuring that their operations do not adversely affect the social fabric. This includes respecting land rights, providing fair compensation, and contributing to community development initiatives.
• Governance Obligations: Transparency in corporate governance is mandated, with requirements for regular financial disclosures and adherence to ethical business practices. The AUSCGIE outlines the roles and responsibilities of corporate bodies, decision-making processes, and measures to prevent conflicts of interest.

Consideration of ESG Issues:

Beyond regulatory compliance, many companies in Guinea are proactively integrating ESG factors into their business strategies. This approach not only enhances their reputation but also attracts investment and ensures long-term sustainability. For instance, firms are adopting sustainable practices, such as reducing carbon footprints, promoting diversity and inclusion, and strengthening governance frameworks.

In the mining sector, which is pivotal to Guinea’s economy, there is a notable emphasis on ESG considerations. Companies are increasingly conducting comprehensive ESIAs, engaging with local communities, and implementing environmental management plans to mitigate negative impacts. This trend aligns with global expectations and enhances the social license to operate.

In conclusion, while Guinea’s legal framework establishes foundational ESG obligations, there is a growing recognition among corporate entities of the value in exceeding these requirements. By embedding ESG principles into their core operations, companies not only comply with regulations but also contribute to sustainable development and long-term economic growth.

Investors in Guinea, particularly those operating within the OHADA framework, have specific stewardship, disclosure, and corporate governance responsibilities. These obligations are established to ensure transparency, financial integrity, and shareholder protection.

25.1. Stewardship Responsibilities


Investors, especially institutional investors, are expected to act in the best interests of the company and its stakeholders. While there is no mandatory stewardship code in Guinea, investors typically engage in governance by exercising their voting rights in shareholder meetings, influencing corporate decision-making, and advocating for best practices in corporate governance. The OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE) provides the legal framework governing investor participation and responsibilities .

25.2. Disclosure Obligations

Under OHADA law, companies making a public offering of securities must disclose material financial and operational information to investors. These disclosures include annual financial statements, audit reports, and management discussions on financial performance. The Acte Uniforme Relatif au Droit Comptable et à l’Information Financière (AUDCIF) also mandates that financial information be prepared in accordance with SYSCOHADA accounting standards.

Public companies must publish financial reports in designated newspapers and submit them to relevant authorities such as the stock exchange or regulatory bodies. Additionally, companies must disclose significant transactions, board decisions affecting shareholder rights, and corporate restructurings. These disclosure requirements help investors assess corporate performance and make informed investment decisions.

25.3. Other Responsibilities of Investors

Investors, particularly those holding significant shares, have a duty to comply with securities regulations, avoid conflicts of interest, and adhere to fair trading practices. Shareholders with controlling stakes must not engage in abusive practices that could harm minority shareholders or the financial stability of the company. The AUSCGIE also provides mechanisms for shareholder activism, allowing investors to call general meetings, propose agenda items, and take legal action if necessary to protect their interests.

In summary, investors in Guinea play a crucial role in corporate governance by exercising voting rights, ensuring compliance with financial disclosure regulations, and holding management accountable. OHADA laws provide a structured framework to balance investor rights with corporate responsibilities, fostering transparency and investor confidence in the business environment.

In Guinea, the investment landscape is predominantly characterized by a focus on short-term gains, especially within the mining sector, which is a significant contributor to the nation’s economy. This short-term investment approach is largely driven by the immediate profitability associated with resource extraction industries.

However, there is a growing recognition of the importance of sustainable, long-term value creation. The Guinean government, in collaboration with international partners, has been advocating for strategies that balance immediate economic benefits with enduring development goals. For instance, the National Economic and Social Development Plan (PNDES) for 2016-2020 emphasized the need for diversified economic growth beyond the mining sector, aiming to foster sustainable development and reduce poverty.

Furthermore, initiatives such as the Country Private Sector Diagnostic by the International Finance Corporation highlight opportunities for private investment in sectors like agriculture and energy. These sectors offer potential for long-term value creation and economic diversification, moving away from the traditional short-term investment focus.

In summary, while Guinea’s investment environment has historically been inclined towards short-term objectives, particularly in mining, there is an emerging shift towards promoting sustainable, long-term value creation across various sectors.