Corporate Governance 2026 Comparisons

Forms of Corporate/Business Organisations

The forms of company governed by the OHADA Uniform Act on the Law of Commercial Companies and Economic Interest Groups (AUDSCGIE) are:

• limited liability companies (société à responsabilité limitée) (Article 309 et seq.);
• limited companies (société anonyme) (Article 385 et seq. AUDSCGIE);
• simplified joint stock company (société par actions simplifiées) (Article 853-1 et seq. AUDSCGIE);
• general partnership (société en nom collectif) (Article 270 et seq. AUDSCGIE);
• co-operative;
• economic interest grouping (groupement d'intérêt économique) (Article 869 et seq. AUDSCGIE);
• limited partnership (Société en commandite simple) (Article 293 et seq. AUDSCGIE);
• branches (succursale) (Article 116 and following AUDSCGIE); and
• representative or liaison offices (bureau de représentation) (Article 120-1 et seq. AUDSCGIE).

Principal Sources of Corporate Governance Requirements for Companies

The main source of corporate governance requirements for companies in Burkina Faso is the OHADA Uniform Act on the Law of Commercial Companies and Economic Interest Groups (AUDSCGIE).

Corporate Governance Requirements for Companies With Publicly Traded Shares

Companies with publicly traded shares must:

• be a public limited company (société anonyme) with a board of directors (Article 828 AUDSCGIE);
• have an audit committee (Article 829-1 AUDSCGIE);
• publish annual financial statements (balance sheet, profit and loss account, statement of source and application of funds and annexed statement) (Article 847 AUDSCGIE);
• at the end of the first half of the year, publish an activity and results table and a half-yearly activity report, accompanied by a certificate from the statutory auditor;
• keep a register of registered shares (Article 746-1-2 AUDSCGIE); and
• hold annual general meetings.

The main source of corporate governance requirements for companies in Burkina Faso is the OHADA Uniform Act on the Law of Commercial Companies and Economic Interest Groups (AUDSCGIE).

Companies with publicly traded shares must:

• be a limited company (société anonyme) with a board of directors (Article 828 AUDSCGIE);
• have an audit committee (Article 829-1 AUDSCGIE);
• publish annual financial statements (balance sheet, profit and loss account, statement of source and application of funds and annexed statement) (Article 847 AUDSCGIE);
• at the end of the first half of the year, publish an activity and results table and a half-yearly activity report, accompanied by a certificate from the statutory auditor;
• keep a register of registered shares (Article 746-1-2 AUDSCGIE); and
• hold annual general meetings.

These requirements are mandatory.

There have not been any recent changes to requirements in our jurisdiction affecting corporate governance.

The principal management bodies of a company depend on the type of company. Essentially, these are the general meeting of shareholders, the board of directors, the general management with the general manager, and the deputy general manager. 

Board of Directors

The board of directors determines the direction of the company’s business and ensures that it is implemented. It generally takes decisions relating to strategic planning, financial management, risk management, approval of regulatory and loan agreements, and approval of the financial statements.

General Management

The general management team, which, depending on the type of company, comprises the managing director(s), the general manager or chief executive officer, is responsible for the day-to-day running and management of the company. They generally take decisions relating to operational planning, budgeting and the implementation of the strategic objectives of the board of directors.

Shareholders’ Meeting

Shareholders are the owners of the company and have the right to vote on major decisions, such as mergers and acquisitions, executive appointments, changes to the company’s by-laws, and other significant matters.

Shareholders make their decisions at annual or extraordinary general meetings. Subject to the rules specific to each type of company under the provisions of the AUDSCGIE, certain companies, such as limited liability companies, may provide for written shareholders’ consultations.

The board of directors takes its decisions at meetings called by the chairman of the board.

General management acts through deeds, contracts, notices, and memos, and supervises operational teams.

A public limited company (société anonyme) governed by a board of directors may be managed in one of two ways. Under the first arrangement, a single individual serves simultaneously as both chairman and chief executive officer. In this combined role, the same person chairs the board of directors and bears overall responsibility for the general management of the company. Under the second arrangement, the functions of chairman of the board and chief executive officer are distributed between two different persons, introducing a clear separation between the oversight and executive functions.

Within the board, specialised committees may be established to examine specific issues and provide focused input on particular matters. In summary, the board of directors is composed of directors headed by a chairman, who may or may not also hold the post of chief executive officer, depending on which of the two management structures the company has adopted.

The board of directors plays a crucial role in corporate governance. Here are some of its main roles:

• Strategic Management: The board is responsible for defining the company’s strategic direction, ensuring that it is in the long-term interests of the company and its shareholders.
• Appointment and Supervision of Senior Management: The board of directors appoints and supervises the company’s senior executives, such as the chairman and chief executive officer (CEO) or the managing director (MD). It regularly assesses their performance and may decide to retain or dismiss them.
• Supervision and Control: The board supervises the management of the company by its executives, ensuring that it complies with the law, the articles of association and the objectives set. In particular, it can appoint and dismiss directors and monitor their management.
• Fiduciary Responsibility: Directors owe a duty of loyalty to the company and its shareholders. They must act in the company’s corporate interests, avoiding any conflicts of interest and taking decisions in the collective interests of the shareholders.
• Financial Reporting: The board is responsible for approving the company’s annual financial statements and for communicating this information to shareholders and the regulatory authorities.
• Communication with Shareholders: The board communicates regularly with shareholders, in particular by organising the annual general meeting and providing them with transparent information on the company’s performance.
• Risk Management: The board assesses and manages the risks to which the company is exposed.
• Representation of the Company: The board represents the company in its dealings with third parties, including business partners, regulatory authorities and financial institutions.

Pursuant to Article 416 of AUDSCGIE, the board of directors of a limited company (société anonyme) must comprise a minimum of three and a maximum of 12 members, regardless of whether they are shareholders or employees.

In the event of a public offering, the maximum number of members rises to 15. In the event of a merger, the ceiling increases further still, to the total number of directors who have been in office for more than six months, provided this figure does not exceed 24.

The board of directors may also be composed of independent directors, for example members who have no personal or professional ties with the company or its management, in order to ensure objective supervision.

Choice of Directors of a Company

The first directors are appointed by the shareholders in the minutes. Throughout the life of the company, directors are appointed by the ordinary general meeting. In the event of a merger, the extraordinary general meeting may appoint new directors.

Dismissal of Directors of a Company

According to Article 433 of the AUDSCGIE, directors may be dismissed at any time by the ordinary general meeting, which means that directors may be dismissed ad nutum – that is, at the general meeting’s discretion, without reason, notice, or compensation.

Restrictions on the Choice of Directors of a Company

In principle, any natural person or legal entity may be appointed as a director, irrespective of whether they are a shareholder or an employee. There are, however, several restrictions on eligibility:

• Incompatibilities: Certain persons may be incompatible with the office of director due to their status or activities. For example, persons convicted of certain criminal offences may be prohibited from sitting on the board of directors.
• Term Limits: There are limits on the number of terms a person may hold as a director. Thus, under Article 425 of the AUDSCGIE, a person may not simultaneously be a member of more than five boards of directors of public limited companies having their registered office in the territory of a contracting state.
• The legal entities must appoint a permanent representative who is a natural person.
• Finally, in relation to employees, the requirement is that any employment contract must correspond to genuine employment.

Rules and Requirements Around the Independence of Directors and Potential Conflicts of Interest

The AUDSCGIE does not provide for specific rules and requirements on the independence of directors. Although the independence of directors is not mandatory under OHADA law, it is often recommended that boards of directors include a certain number of independent directors to strengthen corporate governance. These directors can bring an objective and impartial perspective to board decisions and act as a counterweight to in-house directors.

Furthermore, certain agreements are subject to regulation, namely those:

• between the company and one of its directors, managing directors or deputy managing directors;
• between the company and a shareholder holding 10% or more of the company’s capital; and
• in which a director, managing director, deputy managing director or shareholder holding 10% of the company’s capital is indirectly interested or in which he/she deals with the company through an intermediary.

These agreements are subject to prior authorisation by the board of directors. The authorisation must be sought by the director concerned, who must inform the board as soon as he/she becomes aware of such an agreement. Failing this, the agreement is null and void and it is up to the company’s governing bodies or any shareholder to bring an action for nullity. When the board grants its authorisation, it must notify the corporate auditor for approval of the authorised regulated agreement within one month of concluding the agreement to enable the auditor to draw up the special report that must be submitted to the annual general meeting.

The directors and officers of a company have various legal obligations to the company, to shareholders and sometimes even to other stakeholders. Some of the main legal obligations are outlined below.

• Duty of Care and Loyalty: Directors and officers must act prudently and diligently in the performance of their duties. This means that they must make informed and reasonable decisions in the best interests of the company and its shareholders, avoiding conflicts of interest and acting loyally towards the company.
• Compliance With Laws and Articles of Association: Directors and officers must comply with all applicable laws and regulations and with the company’s articles of association. This includes compliance with accounting, tax, environmental, labour and other regulations applicable to the company’s business.
• Duty of Confidentiality: Directors and officers are required to maintain the confidentiality of sensitive and privileged information relating to the company, unless such information is legally disclosed or is necessary for the performance of their duties.
• There is an obligation not to distribute fictitious dividends.
• There is a prohibition on the publication of false annual summary financial statements.
• There is also a prohibition on the misuse of company assets and/or credit.

Directors owe their duties to the company and are required to comply with all laws and regulations applicable to companies, in particular the AUDSCGIE.

Directors must act solely in the interests of the company.

Holders of Directors’ Liability Claims

Where directors breach their duties, they may incur both civil and criminal liability. With regard to civil liability, a distinction is drawn between an individual action and a derivative action. An individual action may be brought by a shareholder against a director to obtain compensation for personal damage suffered by that shareholder as a result of misconduct or mismanagement in the performance of the director’s duties. Such an action is brought by the shareholder or any other injured party.

In addition, a derivative action may be brought to seek compensation for loss suffered by the company itself. This action may be initiated by the company’s management, a group of shareholders, or an individual shareholder acting on behalf of the company.

Consequences of a Breach

Failure by directors to fulfil their obligations may result in both civil and criminal liability.       

Other bases for claims or enforcement against directors or officers may be based on offences such as:

• misuse of corporate assets;
• distribution of fictitious dividends; or
• the publication of false annual summary financial statements.

Impossibility of Limiting Directors’ Liability

Article 168 of AUDSCGIE provides for the nullity of any clause in the company’s articles of association limiting the right of action against directors. Also, Article 169 provides for the nullity of any decision by a corporate body to cover the potential liability of a director or officer. It therefore follows from these provisions that the liability of a director or officer cannot be limited. However, the statute of limitation is three years from the date of the harmful event or its disclosure if it was concealed. Also, the limitation period is ten years for crimes.

Directors’ Remuneration

In accordance with the provisions of Article 431 of AUDSCGIE, directors receive only remuneration for their duties and are not entitled to any other remuneration. Only the ordinary general meeting may decide to grant director’s fees, and the board of directors has the sole responsibility for allocating them. These fees may be divided equally or unequally among the members of the board.

In addition to their fees, directors may receive exceptional remuneration for assignments entrusted to them. The decision to grant exceptional remuneration is taken by the board of directors. However, these payments are subject to a special report by the auditor to the shareholders’ annual general meeting.

The Consequences of Failing to Comply With These Approval Requirements

In the event of failure to comply with the requirements for the remuneration of directors, directors will not be entitled to any remuneration.

Public (or Other) Disclosures

The AUDSCGIE does not specifically address the disclosure of remuneration, fees or benefits granted to directors and officers, but it does establish a general framework for transparency and corporate governance. In this context, limited companies (société anonyme) are generally required to establish an annual report providing detailed information on the management of the company, including the remuneration of directors and officers. This report may include the specific amounts of remuneration, the types of remuneration (salaries, bonuses, benefits in kind, etc) and the company’s remuneration policies. Directors’ remuneration is the subject of a report by the statutory auditor, which is presented to the general meeting of shareholders.

They are also required to disclose directors’ and officers’ remuneration in the annual financial reports filed with the relevant regulatory authorities.

Between the shareholders and the company, there is a relationship of collaboration, information and control for the good management of the company. This relationship requires loyalty and transparency and is essentially governed by the provisions of the AUDSCGIE.

The shareholders have a key role in decision making and supervision of the company’s management, and in approving certain aspects of the company’s life, such as financial statements, regulated agreements and profit distribution. The shareholders have rights and obligations. They have the right to vote on the company’s strategic decisions and are entitled to dividends.

Although shareholders are not involved in the company’s daily management, they do have the power to influence the company’s strategic decisions by holding management to account and approving major decisions that are in the company’s best interests.

For each type of company governed by the AUDSCGIE, there is an obligation to hold an annual general meeting six months after the close of each financial year, which is 31 December. In addition, by law certain decisions, such as a change of registered office or an increase in share capital, must be taken at an extraordinary general meeting.

The rules governing the holding of general meetings are as follows:

• The AUDSCGIE stipulates a minimum notice period of 15 days for convening shareholders’ meetings, unless shareholders waive the notice period. The notice of meeting must include identification of the company; the day, place and time of the meeting; the agenda; and the nature of the meeting (ordinary, extraordinary, special).
• At an ordinary shareholders’ meeting, shareholders are entitled to the disclosure of summary financial statements, statutory auditors’ reports, management reports by the manager or the board of directors, and so on.
• Compliance with quorum requirements is also required, depending on the type of decisions to be taken, namely a simple majority of 50% plus one, or a qualified majority of two-thirds, unless the company’s articles of association provide for a higher majority.
• Finally, the minutes of the meeting must record the date and place of the meeting; the full names of the shareholders present; the documents submitted for discussion; the text of the resolutions; a summary of the discussions; the resolutions put to the vote; and the results of the votes, in accordance with Article 134 of the AUDSCGIE.

The main claims of shareholders against company or directors concern:

• Unequal Distribution of Dividends: If shareholders consider that the company is distributing dividends in unfair or discriminatory ways, they can contest this practice in court. Article 889 of the AUDSCGIE stipulates that company directors who, in the absence of an inventory or by means of a fraudulent inventory, knowingly distribute fictitious dividends among shareholders or associates are liable to criminal penalties.
• Decisions Prejudicial to Shareholders’ Interests: Shareholders may take legal action against the company or its directors if the latter make decisions prejudicial to shareholders’ legitimate interests.
• Violation of the Company’s Articles of Association: Shareholders may contest any action taken by the company or its directors which contravenes the provisions of the company’s articles of association.
• Failure by Directors to Meet Their Obligations: Shareholders can remove directors from office if they fail to meet their obligations, and sue them if their actions cause them prejudice.

Disclosure by Shareholders in Publicly Traded Companies

Obligation of information for publicly traded companies

With regard to disclosure requirements, the provisions of Article 86 et al. of AUDSCGIE provide that companies offering shares to the public must publish a public information document in the country of the company’s registered office and, where applicable, in the other countries in which the public is solicited. This document contains the information necessary to enable investors to make an informed evaluation of the assets and liabilities, financial position, results and prospects of the issuer and any guarantors, as well as the rights attached to the shares. The document must be submitted for approval by the securities regulatory authority or by the ministry in charge of finance (Section 90 of the AUDSCGIE).

The information document must be distributed by:

• publication in newspapers authorised to carry legal announcements;
• making a brochure available for consultation by any person at the company’s registered office and at institutions responsible for the financial servicing of the negotiable shares;
• posting on the company’s website or, where applicable, on the websites of the financial intermediaries placing or selling the negotiable securities;
• posting on the website of the stock exchange where admission to trading is requested; and/or
• posting on the website of the competent authority of the country of the registered office if the latter has decided to offer this service.

Disclosure obligations in relation to the ultimate beneficial owner of publicly traded companies

Pursuant to Decree No 2022-0234/PRES-TRANS/PM/MATDS/MJDHRI/MEFP of 31 May 2022 on the obligation to declare and keep a register of the beneficial owners of legal entities and legal entities, any company, whether or not it is quoted on the stock exchange, must declare its beneficial owners to the commercial court and keep a register of beneficial owners endorsed and initialled by the said court.

The 2022 and 2023 finance acts amending the General Tax Code (CGI) of Burkina Faso introduced a new system of beneficial ownership declaration, requiring legal entities of all forms and activities to identify their beneficial owners, and to keep a register of beneficial owners at their registered office.

The declaration of beneficial owners is drawn up using a form that conforms to the administration’s standard form. It should be noted that the form used by the tax authorities is different from that used by the commercial court. Information on the stock market of listed companies must be specified.

Periodic Financial Reporting Requirements

In a limited company (sociétés anonymes), simplified joint stock companies (sociétés par actions simplifiées) and, where applicable, in limited liability companies (sociétés à responsabilité limitée), the annual summary financial statements and the management report are sent to the statutory auditors at least 45 days before the date of the ordinary general meeting in accordance with Article 140 AUDSCGIE.

Article 269 of the AUDSCGIE also requires commercial companies to file with the Trade Registry (Registre de Commerce et de Crédit Mobilier, or RCCM), within one month of their approval by the competent body, the summary financial statements – ie, the balance sheet, the income statement, the financial table of resources and uses and the appended statement for the past financial year.

Article 95 of the General Tax Code states that companies are required to declare, by 30 April each year at the latest, the amount of their taxable income for the financial year ended 31 December of the previous year using a form that complies with the tax authorities’ model.

The following corporate governance arrangements must be disclosed in these reports:

• regulated agreements (between a public limited company and one of its directors, managing directors or deputy managing directors);
• agreements between a company and a shareholder holding 10% or more of the company’s capital;
• agreements between a company and a business or legal entity, if one of the directors, managing director or deputy managing director or a shareholder holding 10% or more of the company’s capital is the owner of the business or a partner with unlimited liability, manager, managing director or deputy managing director, managing director or deputy managing director or other corporate officer of the contracting legal entity (Article 438 et seq. AUDSCGIE);
• sureties, endorsements and guarantees (Article 449 AUDSCGIE); and
• prohibited agreements (Article 450 AUDSCGIE).

Body Through Which Companies are Registered

Companies are registered with the RCCM located at the clerk’s office of the commercial court with jurisdiction over the registered office of the company to be incorporated.

Filings required to be filed for incorporation with the RCCM

For registration purposes, Article 47 of the Uniform Act on General Commercial Law (AUDCG) stipulates that companies must submit the following documents:

• a certified copy of the articles of incorporation or the founding document;
• the declaration of regularity and compliance or the notarised declaration of subscription and payment;
• a certified list of managers, directors, officers, or partners who are indefinitely and personally liable or who have the authority to bind the company or legal entity;
• a sworn statement signed by the applicant certifying that he or she is not subject to any of the prohibitions provided for in Article 10 of the AUDCG; this sworn statement must be supplemented within 75 days of registration by a criminal record extract or, failing that, by a document serving as its substitute; and
• where applicable, prior authorisation for the applicant to carry out the activity.

These documents are generally available to the public. To access them, a request must be made to the clerk’s office of the commercial court. However, in practice, the reason for the request must be justified when the request is made by a person other than an attorney, notary, or bailiff.

Consequences of Failing to Make These Filings to the RCCM

If the required documents are not submitted, the application for company registration will be rejected.

Supervisory Powers of the RCCM

The RCCM exercises administrative and formal control, focusing on the validity of the files submitted to it, the transparency of information, and the legal certainty of transactions.

For this reason, prior to any registration, the clerk verifies that the application complies with the supporting documents provided. The judge appointed to oversee the RCCM ensures the validity of registrations. He/she has the authority to order the rectification of a situation, the correction of an inaccurate or incomplete declaration, or the cancellation of a registration.

The RCCM does not verify the underlying veracity of the information (eg, fraud or false statements) and does not impose sanctions directly (this role falls to the courts).

Reporting Requirement Placed on Companies in Relation to Global Anti-Money Laundering (AML)

Article 3 of Law No 046-2024/ALT of 30 December 2024 on the prevention of money laundering applies to any natural or legal person who, in the course of their professional activities, carries out, supervises, or advises on transactions involving deposits, exchanges, investments, conversions, or any other movements of capital or other assets, that pose a risk or constitute an offence of money laundering, terrorist financing, or proliferation financing.

Reportable entities are required to immediately report to the National Financial Intelligence Unit (CENTIF) any transactions or attempted transactions involving sums that they suspect or have good reason to suspect are derived from an offence of money laundering, terrorist financing, or the proliferation of weapons of mass destruction, or from an underlying offence.

Local Regulations for Board Members to Oversee AML

The regulations do not impose any oversight obligations on members of the board of directors. However, given their role in supervising the company’s activities, they must ensure that the company’s operations comply with the law and do not constitute money laundering. They may alert the auditor to any suspicious transactions, who in turn would alert CENTIF.

Personal Liability Risks for Directors in Relation to AML Non-Compliance

There are no personal risks for members of a company’s board of directors with regard to anti-money laundering.

The company is not required to appoint an external auditor for its financial statements other than the auditors appointed by it if it is required to have such auditors under the provisions of the AUDSCGIE.

For example, a limited company (société anonyme) is required to appoint statutory auditors. However, a limited liability companies (société à responsabilité limitée) is only required to appoint them if it meets certain conditions set forth in Article 376 of the AUDSCGIE.

In Burkina Faso, there is currently no regulatory authority specifically dedicated to addressing “geopolitical risks” faced by businesses.

The board of directors, in its role of overseeing the company’s operations, may be required to take geopolitical risks into account when making major corporate decisions in collaboration with the company’s management.

Reporting on the environment applies only to companies engaged in activities that may pollute the environment.

Pursuant to Article 25 of Law No 006-2013/AN of 2 April 2013 establishing the environmental code in Burkina Faso, activities likely to have a significant impact on the environment are subject to prior approval by the Minister in charge of the environment.

The opinion is based on a Strategic Environmental Assessment (SEA), an Environmental Impact Assessment (EIA), or an Environmental Impact Statement (EIS).

These include, for example, mineral extraction companies. For this purpose, Article 153, paragraph 1, of the Mining Code states: “Any applicant for a mining title, with the exception of an applicant for an exploration permit, who wishes to undertake fieldwork that may harm the environment must submit a feasibility report issued by the Minister of the Environment”.

In Burkina Faso, in terms of ESG, most mining companies have incorporated ESG standards into their strategies in order to comply with environmental conservation policies. To this end, initiatives are being taken to transform the rehabilitation of mining sites into areas of environmental development through tree planting.

To date, there are no legal requirements in Burkina Faso regarding the board of directors’ oversight of AI.

To date, there are no governance frameworks in Burkina Faso to address AI use-related risks.

To date, there is no specific legislation addressing the civil liability risks for boards of directors and executives arising from the use of AI.

However, if, in the course of their duties, managers perform acts that are prejudicial to the company through the use of AI, they may be held liable.

To date, there are no reporting requirements in Burkina Faso that companies must comply with regarding the use of AI.