Can our shareholders remove a director for conflicts of interest, and what vote is required in DR Congo?

Yes, shareholders meeting in a general assembly have the power to remove a director, even before the expiry of his or her term of office, particularly where the director’s conduct endangers the company or breaches duties of loyalty and transparency (for example, awarding contracts to a relative without proper authorization or disclosure). The removal of a director is carried out by a shareholders’ decision and mainly depends on the provisions of the company’s articles of association and the OHADA Uniform Act relating to Commercial Companies and Economic Interest Groups (AUSCGIE). You must duly convene a shareholders’ general meeting, as the removal of a director must be decided at a general meeting. The notice of meeting must be issued in accordance with the company’s articles of association and within the time limits prescribed therein (often several days in advance). The agenda must also expressly include the proposal to remove the director. The notice periods and forms of convening the meeting (letter, publication, statement of the purpose of the meeting) must be strictly complied with in order to avoid any subsequent challenge. Under OHADA law, unless otherwise provided by the articles of association, the general meeting validly deliberates if shareholders present or represented hold at least half (50% + 1) of the voting share capital on first call. A reduced quorum often applies on second call, as may be specified in the articles. If the quorum is not reached at the first meeting, it is generally possible to adjourn and reconvene the meeting with a lower quorum at the second call, subject to the articles of association. Should you require any assistance, we remain available to support you in carrying out all the necessary formalities. Yours faithfully

Hi Mr Mulumba. The director has violated OHADA Articles 438-440 by awarding contracts to a relative's business without disclosure or board authorization, giving you strong legal grounds for removal under DRC company law. Before calling a meeting, review your company's articles of association to confirm specific procedural requirements, as these may impose stricter rules than the general OHADA framework. The standard removal procedure requires sending written notice to all shareholders, directors (including the one being removed), and auditors at least fifteen to thirty days before the meeting. The notice must explicitly state that director removal is on the agenda and include the reasons for the proposed action. At the meeting, you need a quorum of at least fifty percent plus one of voting shares present or represented by proxy. If this quorum is not achieved, reconvene with a reduced quorum of thirty to forty percent. The removal resolution typically requires a simple majority of votes cast, though your articles of association may require a supermajority of sixty-seven to seventy-five percent. During the meeting, verify quorum, present evidence of the conflict of interest, allow the director to respond, then vote on the removal resolution. Document everything meticulously in the meeting minutes. Within fourteen days after removal, file the required updates with the Companies Registry and revoke the director's authority immediately. Consult a Kinshasa lawyer with OHADA expertise before proceeding to ensure full compliance with your specific company documents. Dr. Joseph Yav