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ArlèteTonye answers your questions regarding the OHADA legislation

Business environment

Olivier N, from Douala: Our last general shareholders' meeting was stormy. Indeed, the majority shareholder and the administrator of our company offered us a payment of dividends on which we did not agree after the release of the Board of Directors' annual report. What appeals have the minority shareholders to increase the amount of dividends within a healthy and profitable company ?

ArlèteTonye: The minority shareholders have a judicial appeal in cancellation for the litigious resolution, after making sure that the solution that they propose is in conformity with the legal and statutory measures.

In this process, they will have to demonstrate the following points:
The legitimacy of the criticism regarding the payment of dividends which were suspended by the majority shareholder.
In this particular case, an abuse of majority pinpointing that the deliberation was made in the only interest of the senior partners (who have benefitted from many advantages and have received payments from the company), contrary to the interests of the minority partners. Moreover, this was not justified in the interest of the company.

Let me give you some examples: the systematic appointment of profits to funds which do not match the company's purposes or interest, the use of funds which were not usually active, the implementation of excessive funds which have no interest for the company and tend to be harmful for the minority partners.

This is an exceptional procedure, intended to prove the lack of equality without preventing the regular functioning of the company.

 

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