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.

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Yours faithfully