Can minority shareholders in DR Congo force a special meeting to remove a director for self-dealing?

Hi.

I undertand that you own 15% of a private company and suspect a director is engaging in related-party transactions at inflated prices, but the board is uncooperative. Here's a structured approach under the DRC and OHADA (Organization for the Harmonization of Business Law in Africa) legal frameworks:

1. Demand a Shareholders' Meeting

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• Right to Call a Meeting: Under OHADA Uniform Act on Commercial Companies and Economic Interest Groups, shareholders holding a certain minimum percentage (often 10% or more, but check the company’s statutes) can request the convocation of a general meeting.
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• Formal Written Request: Send a formal written demand to the board or company secretary requesting a shareholders' meeting to discuss your concerns, citing your ownership percentage and the relevant legal provisions.
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• If Refused: If the board refuses, you may escalate by:\n
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  • Filing a petition with the competent commercial court to order the convocation of a meeting.
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  • Requesting the appointment of an independent auditor or expert to investigate.
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2. Voting on Removal of the Director

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• Agenda Inclusion: Your meeting request should explicitly include the removal of the director as an agenda item.
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• Majority Required: Removal typically requires a majority vote of shareholders present or represented at the meeting, as per the company’s bylaws and OHADA rules.
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• Proxy Voting: Ensure you understand proxy voting rules to gather support from other shareholders.
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3. Access to Information and Evidence

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• Right to Information: Shareholders have the right to access company documents relevant to the agenda, including contracts and financial statements.
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• Evidence Needed:\n
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  • Proof of related-party relationship (e.g., director’s relative).
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  • Evidence of inflated pricing compared to market rates (e.g., market price comparisons, expert valuations).
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  • Documentation of the contracts awarded.
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  • Any internal communications or minutes indicating irregularities.
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• Legal Action for Disclosure: If the company refuses to disclose documents, you can request the court to order disclosure.
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4. Practical Steps Summary

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• Send a formal written request for a shareholders’ meeting including the removal of the director.
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• Request access to contracts and related documents.
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• If ignored, file a petition with the commercial court for meeting convocation and document disclosure.
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• Gather evidence of related-party transactions and inflated pricing.
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• Prepare to rally other shareholders for support in voting.
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Thanks