Principal Forms of Company

Company law in Benin is governed primarily by the Organization for the Harmonization of Business Law in Africa (Organisation pour l'Harmonisation en Afrique du Droit des Affaires; OHADA) Uniform Act on Commercial Companies and Economic Interest Groups (Acte Uniforme relatif au Droit des Sociétés Commerciales et du Groupement d’Intérêt Économique; AUSCGIE).

The principal forms of commercial company are the public limited company (société anonyme, or SA), the simplified joint-stock company (société par actions simplifiée, or SAS), the private limited company (société à responsabilité limitée, or SARL), the general partnership (société en nom collectif, or SNC) and the limited partnership (société en commandite simple, or SCS). To these may be added the economic interest group and the single-member variants of the SA, the SARL and the SAS, which allow a business to be carried on in corporate form by a single person.

The choice of form largely determines the applicable governance requirements. The SA and the SAS are the preferred vehicles for major transactions and foreign investment, with the SA being the only form permitted to make a public offering and to be listed. The SARL remains the most common form for small and medium-sized enterprises, owing to its flexibility and low capital requirements.

The Source of Governance Requirements

Governance requirements combine a mandatory statutory framework and, for listed companies, a market regime supplemented by best-practice rules. The sources are set out in 1.2 Corporate Governance Legislation and Regulation, and the requirements specific to listed companies in 1.3 Companies With Publicly Traded Shares.

The OHADA Foundation

The primary source of governance rules is the AUSCGIE, which applies directly in Benin and prevails over any conflicting national provisions. It governs corporate bodies, the allocation of powers, the rights of members, accounting obligations and control rules, and applies to all commercial companies. It is supplemented by other Uniform Acts, in particular those on general commercial law, security interests, collective insolvency proceedings and accounting law (Système Comptable OHADA; SYSCOHADA).

National and Sector-Specific Law

Beninese law also applies through tax and labour legislation and rules specific to certain regulated sectors. Credit institutions are subject to the regulation of the West African Monetary Union (WAMU) and the supervision of the WAMU Banking Commission, which governs, among other things, the governance of their senior officers. Insurance companies are governed by the Inter-African Conference on Insurance Markets (Conférence Interafricaine des Marchés d'Assurances; CIMA) Code, and companies with state participation by specific rules on their administration.

The Financial-Market Regime

For companies making a public offering, the regulation of the regional financial market also applies, with the regulatory authority being the Financial Markets Authority of the West African Monetary Union (AMF-UMOA). This regulation is supplemented by the Corporate Governance Code for companies listed on the Regional Securities Exchange (Bourse Régionale des Valeurs Mobilières; BRVM), examined in 1.3 Companies With Publicly Traded Shares.

A Common Regional Framework

Benin does not have a national stock exchange: Beninese companies wishing to open their capital to the public do so on the regional financial market common to the eight WAMU states, whose trading platform is the BRVM, based in Abidjan. Admission to this market and the maintenance of a listing require compliance with the rules of the AMF-UMOA and the BRVM’s admission conditions. Only a public limited company making a public offering is eligible.

Enhanced Governance Requirements

Listed companies are subject to more demanding governance obligations than private companies. The AUSCGIE already requires companies making a public offering to have a board of directors, to meet enhanced disclosure obligations and to establish specialised committees of the board (audit, governance and remuneration). To this is added the Corporate Governance Code for BRVM-listed companies, which sets out the expected best practices regarding the functioning of the board, the independence of directors and the information provided to shareholders.

Mandatory or Voluntary Status

The distinction between mandatory and voluntary rules is essential. The provisions of the AUSCGIE and of the AMF-UMOA regulation are mandatory, with breaches attracting civil and even criminal penalties. The Governance Code, by contrast, operates on a “comply or explain” basis: companies are encouraged to apply it and, failing that, to explain any departures in their periodic disclosures.

The Adoption of a Regional Governance Code

The most significant development of recent years is the adoption, in 2022, of the Corporate Governance Code for BRVM-listed companies, the first such framework on the regional market. Built around 11 founding principles, it places shareholders at the forefront of stakeholders and sets out expectations regarding the functioning of the board of directors and its relationship with executive management.

Implications for Boards and Shareholders

The Code has concrete consequences for the composition and functioning of boards. It promotes the presence of independent directors and a better gender balance, with no single gender to exceed two-thirds of the board. For shareholders, it strengthens advance disclosure and the free exercise of their rights, particularly at general meetings.

A Broader Regulatory Movement

These developments form part of a general strengthening of the regional framework. The transformation, in 2021, of the former Regional Council for Public Savings and Financial Markets (Conseil Régional de l'Épargne Publique et des Marchés Financiers; CREPMF) into the AMF-UMOA, and the adoption of a uniform law to strengthen the protection, transparency and integrity of the regional financial market, reflect a drive to align the market with international standards. The AMF-UMOA now approves the appointment of the statutory auditors of listed companies, enhancing control over the quality of financial information.

A Three-Function Architecture

The governance of a commercial company is organised around three essential functions:

• a deliberative function, exercised by the members in general meeting;
• an administration and supervision function, entrusted to the board of directors; and
• an executive function, carried out by executive management.

To these is added a control body, the statutory auditor, responsible for certifying the accounts. This architecture, provided for by the AUSCGIE, varies according to the corporate form.

The Public Limited Company

The SA may be administered under two models. Under the first, it has a board of directors of 3–12 members, with the chairpersonship and general management either combined in a chairperson-and-managing director or separated between a chairperson of the board and a managing director. Under the second, available to companies with no more than three shareholders, it is run by a general administrator who combines administration and management.

Other Forms and Companies With State Participation

The SARL is managed by one or more managers, under the control of the members’ meeting, while the SAS allows broad freedom in its articles, subject to the mandatory appointment of a president. Public enterprises – state-owned companies, whose capital is entirely public, and majority state-participation companies, which are mixed-economy companies – are governed by the AUSCGIE as regards their incorporation and operation, but their governance is supplemented by Law No 2020-20 of 2 September 2020.

That special legislation requires, among other things, a smaller board of three to seven members, including a representative of the relevant ministry and a representative of the ministry responsible for the economy and finance, appointed by decree adopted in the Council of Ministers.

Members’ Decisions

The allocation of powers follows a clear hierarchy. The extraordinary general meeting alone is competent to amend the articles – increasing or reducing capital, mergers, demergers, transformation, transfer of the registered office or dissolution. The ordinary general meeting approves the annual accounts, decides on the allocation of profit and appoints or removes directors and statutory auditors.

Decisions of the Board and Management

The board of directors determines the company’s direction, oversees management and draws up the accounts submitted to the meeting. Certain decisions are expressly reserved to it, in particular the authorisation of agreements between the company and its officers and the authorisation of sureties, guarantees and endorsements given to third parties. Executive management has the broadest powers to act in the company’s name within the corporate purpose and to bind it vis-à-vis third parties.

Reserved Decisions

This allocation is not indicative: approval of the accounts falls mandatorily to the ordinary meeting, amendment of the articles to the extraordinary meeting and the authorisations mentioned above to the board. In public enterprises, Law No 2020-20 reserves to the board the adoption of the budget and investment plans, ongoing control of management, and the recruitment and removal of the managing director, whose appointment is nonetheless pronounced in the Council of Ministers.

The Functioning of the Board

The board of directors is convened by its chairperson and validly deliberates only if at least half of its members are present. Its decisions are taken by a majority of the members present or represented, with the chairperson having a casting vote in the event of a tie, unless the articles provide otherwise. Since the reform of the AUSCGIE, the use of videoconferencing has been permitted for most meetings, with the exception of the drawing-up of the accounts.

The Conduct of Meetings

Meetings are convened within set time limits, together with an obligation to inform members in advance. Quorum and majority rules differ according to the type of meeting: the ordinary meeting decides by a majority of the votes cast, while the extraordinary meeting requires an enhanced two-thirds majority. Members may be represented, and deliberations are recorded in minutes.

Day-To-Day Management

Executive management exercises its powers individually and on a continuing basis, without deliberative formality, under the control of the board. It remains required to submit to the board, and then to the meeting, decisions that exceed its powers or are reserved to them.

A One-Tier System

OHADA law adopts a one-tier model of administration: there is no two-tier structure with a management board and a supervisory board comparable to the German model. The public limited company may be organised under two schemes. Where it has more than three shareholders, it has a board of directors; where it has no more than three, it may be run by a single general administrator.

Variation by Form

The SARL is administered by management, without a mandatory board, and the SAS organises its management freely around a president. Public enterprises, for their part, follow a structure imposed by Law No 2020-20, with a board of three to seven members, smaller than that of the general regime.

Chairpersonship and General Management

In an SA with a board of directors, two configurations are possible. The chairpersonship and general management may be combined in a chairpersonship-and-managing director, or separated between a chairpersonship of the board, responsible for organising its work, and a managing director, vested with effective management. The managing director may be assisted by one or more deputy managing directors.

Directors and the General Administrator

Directors do not exercise individual power: they deliberate collectively within the board and take part in overseeing management. In the simplified SA with a restricted shareholder base, the general administrator combines the functions of administration and management. These roles are found, in a similar form, in public enterprises, where the managing director prepares the budget and investment plans submitted to the board.

Number and Qualities of Members

The board of directors of an SA comprises 3–12 members, who may or may not be shareholders, within defined proportions. A legal person may be a director, provided that it designates a permanent representative subject to the same obligations as if he or she sat in their own name. In addition, a natural person, whether sitting in their own name or as the permanent representative of a legal person that is a director, may not belong to more than five boards of directors of public limited companies having their registered office in the same OHADA member state.

Independence, Gender Balance and the Public Sector

For listed companies, the BRVM Governance Code recommends the presence of independent directors and a gender balance, with no single gender to exceed two-thirds of the board. In public enterprises, the composition is predetermined by law, which reserves seats for representatives of the relevant ministries, appointed on the basis of their experience in the sector concerned.

Appointment and Removal Under the General Regime

The directors of an SA are appointed by the ordinary general meeting and may be removed by it at any time, without notice or compensation (removal ad nutum). The chairperson, the managing director and the deputy managing directors are, for their part, appointed and removed by the board of directors. Certain persons may not be appointed as officers owing to incapacity, incompatibility or prohibitions resulting, in particular, from criminal convictions or measures following insolvency proceedings.

The Regime Specific to Public Enterprises

In public enterprises, directors and state representatives are appointed by decree adopted in the Council of Ministers, for a term that, during the company’s life, may not exceed three years. The managing director is recruited and removed by the board of directors, with the appointment and removal pronounced in the Council of Ministers by means of a performance contract.

Conflicts of Interest and Regulated Agreements

OHADA law addresses independence less through a status of independent director than through the regulation of conflicts of interest. Agreements concluded between the company and one of its officers, or in which an officer has an interest, are subject to prior authorisation by the board, a report from the statutory auditor and approval by the meeting. Loans, overdrafts and guarantees granted by the company to its officers who are natural persons are, for their part, simply prohibited.

Listed Companies and Public Enterprises

For listed companies, independence is promoted by the BRVM Governance Code on a “comply or explain” basis. Public enterprises have a similar but mandatory regime: any agreement between the enterprise and a director or the managing director is subject to prior authorisation by the board, and loans or guarantees for their benefit are prohibited on pain of nullity.

Acting in the Corporate Interest and Within the Legal Framework

Officers must exercise their powers within the limits of the corporate purpose and in the company’s interest, in compliance with the law and the articles. They owe a duty of care – to manage with the diligence of a prudent officer – and a duty of loyalty that prohibits them from placing their personal interest above that of the company. To that end, they must prevent conflicts of interest and submit the agreements concerned to the authorisation procedure described in 3.5 Independence of Directors.

Duty of Information and Accountability

Officers account for their management, in particular by drawing up the annual accounts and a management report submitted to the meeting. The chairperson or the managing director provides each director with the information needed to carry out his or her duties. In public enterprises, this duty of accountability is reinforced by a specific economic and financial supervision regime.

Duties Owed First to the Company

Officers owe their duties first to the company itself, understood through the corporate interest, and to the body of members. They may also incur liability towards individual members or third parties where a fault causes them personal harm. This range of beneficiaries explains the variety of actions examined in 3.8 Breach of Directors’ Duties.

Taking Other Interests Into Account

Beyond shareholders, the BRVM Governance Code invites listed companies to take into account the expectations of their other stakeholders and sustainability concerns. In public enterprises, directors representing the state carry out their duties under the supervision of the institutions they represent, in the service of the enterprise’s public-interest mission.

Who May Bring Proceedings

A breach of officers’ duties may be sanctioned through several channels. The company may bring the corporate action, exercised by its bodies or, failing that, by one or more members acting on its behalf (the corporate action ut singuli). A member or a third party may, in addition, bring an individual action for harm specific to them.

Consequences

Civil liability results in compensation for the harm and may be accompanied by the removal of the officer. Certain breaches also constitute criminal offences, such as the misuse of corporate assets or credit or the distribution of fictitious dividends. In public enterprises, a director representing the state incurs the same civil and criminal liability as if he or she sat in their own name, without prejudice to the joint and several liability of the state.

Other Bases of Liability

Where the company is in difficulty, OHADA insolvency law provides specific actions against officers, in particular the action to make good the shortfall of assets, personal bankruptcy and the offence of banqueroute, where their faults have contributed to the insufficiency of assets. Liability may also arise in tax, social-security and sector-specific matters, particularly in the banking and AML fields.

Limitation of Liability

The liability of officers for personal fault is a matter of public policy and cannot be set aside by an exemption clause. Companies may, however, take out directors’ and officers’ liability insurance, which covers the civil consequences of their non-intentional faults, to the exclusion of criminal penalties. Liability is also confined within limitation periods.

Approval and Restrictions

In the public limited company, directors receive a function allowance granted by the general meeting, while the remuneration of the chairperson and the managing director is set by the board of directors. Exceptional remuneration paid for specific assignments falls within the regulated-agreements procedure. Loans and guarantees for the benefit of officers who are natural persons remain prohibited, as indicated in 3.5 Independence of Directors.

The Case of Public Enterprises

Law No 2020-20 provides that directors of public enterprises receive an annually fixed function allowance, with exceptional remuneration capable of being granted for special assignments, in accordance with rules set by decree adopted in the Council of Ministers. The remuneration of the managing director is set by the board of directors.

Transparency Obligations

Companies account for the remuneration paid in their financial statements and notes. For listed companies, the BRVM Governance Code adds expectations of transparency regarding directors’ remuneration policy. Failure to comply with the approval procedures exposes the agreements concerned to nullity and engages the liability of those involved.

The Framework of the Relationship

The relationship between the company and its members is governed by the AUSCGIE, by the articles and, where applicable, by shareholder agreements concluded outside the articles. Members hold financial rights (participation in profits and in any liquidation surplus), political rights (voting and information) and the right to transfer their shares, under the conditions laid down by law and the articles. Shareholder agreements, common in transactions involving an opening of capital, organise in particular the transfer of shares, governance and investor exit.

Public Disclosure of Shareholdings

There is no public register giving access to the identity of all the shareholders of a company. For the SARL, the articles filed with the Trade and Personal Property Credit Register set out the allocation of shares, while for the SA, the company keeps a register of its registered shares without general publicity. The identification of beneficial owners now falls within the AML regime, examined in 5.4 Global Anti-Money Laundering.

A Power of Principle, Not of Management

Members do not carry out the day-to-day management of the company, which falls to the administration and management bodies. Their role is exercised collectively, in meetings, where they approve the accounts, appoint and remove officers and decide on structural transactions. In principle, they cannot impose a specific management decision on the officers.

Adjustments in the Articles and by Agreement

The articles or a shareholder agreement may, however, make certain important decisions – major investments, borrowing, asset disposals – subject to prior authorisation by the members or by a body representing them. Such clauses, particularly useful to minority investors, do not displace the officers’ own liability. In public enterprises, the state exercises its influence through its representatives on the board and through supervision, rather than through direct instructions.

Mandatory Meetings

Holding meetings is mandatory. The ordinary general meeting must be held at least once a year, within six months of the financial year-end, to approve the accounts and decide on the allocation of profit. The extraordinary general meeting is convened whenever an amendment to the articles is contemplated.

Convening, Quorum and Majority

Convening is subject to time-limit and advance-information rules designed to allow an informed vote. The ordinary meeting decides by a majority of the votes cast, while the extraordinary meeting requires an enhanced quorum and a two-thirds majority. Members may be represented, submit written questions and, under certain conditions, require the inclusion of items on the agenda.

The Actions Available to Members

Members have several bases for action. The individual action compensates a member’s personal harm, while the corporate action, where applicable exercised ut singuli, seeks compensation for the harm suffered by the company as a result of its officers. A challenge to corporate resolutions also allows irregular decisions to be set aside.

Abuse and Protection of Minorities

The case law sanctions abuse of majority, where a decision is taken against the corporate interest with the sole aim of favouring the majority, as well as abuse of minority. The AUSCGIE also offers minorities specific tools, such as the management-expertise procedure and the alert procedure, which allow them to obtain information or to question officers about facts likely to compromise the continuity of operations.

Threshold-Crossing Declarations

On the regional financial market, any shareholder of a listed company must declare its holding when it crosses, upwards or downwards, one of the thresholds of 10%, 20%, 33.33%, 50% and 66.66% of the capital or voting rights (Article 164 of the General Regulation). The declaration is brought simultaneously to the attention of the company, the regulator and the public, and states the number of securities held, any concert action and the declarant’s objectives for the coming twelve months (Articles 165 and 167). Failure to declare results in the suspension of the voting rights attached to the shares concerned for one year (Article 168).

Public Offers and Beneficial Owners

A threshold crossing may form part of a public offer – a takeover bid, exchange offer, sale offer or buy-out offer – which is subject to prior approval by the regulator and the dissemination of an information memorandum (Articles 122 and 123). The identification of beneficial owners, for its part, falls within the AML regime developed in 5.4 Global Anti-Money Laundering, while holders of inside information are subject to the rules on the prevention of market abuse.

General Reporting Obligations

Every commercial company prepares, at the close of each financial year, summary financial statements – a balance sheet, an income statement, a cash-flow statement and notes – drawn up in accordance with the SYSCOHADA accounting framework. These statements, together with a management report, are approved by the ordinary general meeting within six months of the year-end and then filed with the Trade and Personal Property Credit Register. Groups exceeding certain thresholds also prepare consolidated accounts.

Obligations Specific to Listed Companies

Listed companies are subject to additional periodic obligations towards the regulator and the market. The General Regulation requires the production, within three months of the year-end, of an activity and results statement, and then, within 45 days of the approval of the accounts, of the certified financial statements, the profit-allocation decision and the meeting’s resolutions (Article 127). To this is added event-driven disclosure: any fact likely to affect the share price must be brought to the public’s attention as soon as the company becomes aware of it (Article 132).

Disclosure on Governance

For unlisted companies, there is no general obligation to publish a detailed report on their governance, although certain information appears in the management report. For listed companies, the BRVM Governance Code organises enhanced transparency on a “comply or explain” basis: the company sets out the practices it follows and explains any departures in its periodic disclosures. This information is intended to inform investors about the actual functioning of the corporate bodies.

The Case of Public Enterprises

Public enterprises are subject to an enhanced duty of accountability, together with economic and financial supervision specific to the regime of Law No 2020-20. This requirement takes the form of the regular transmission of their financial statements and the control of their management.

The Registration Body

Companies acquire legal personality through their registration in the Trade and Personal Property Credit Register (Registre du Commerce et du Crédit Mobilier, or RCCM), a register of OHADA origin kept at the registry of the competent court. In Benin, the formalities are centralised within the One-Stop Shop for Business Formalisation (Guichet Unique de Formalisation des Entreprises, or GUFE) of the Investment and Export Promotion Agency, now accessible online.

Formalities and Their Effect

Every company, with the exception of the joint venture (société en participation), must be registered within one month of its incorporation; the articles and the identity of the officers are filed, and subsequent changes are the subject of amending entries. The information in the register is, in principle, accessible to the public, and the annual accounts are filed there. In the absence of registration, the company lacks legal personality and cannot, in that capacity, act validly vis-à-vis third parties.

Control

The registry verifies the formal regularity of the declarations, while the agency co-ordinates the administrations involved in formalisation. Failure to update the entries exposes the company and its officers to penalties.

The Applicable Framework

Benin’s regime for combating money laundering and the financing of terrorism derives from the uniform WAMU framework. It was transposed by Law No 2018-17 of 25 July 2018, amended by Law No 2020-25 of 2 September 2020, and most recently updated by Law No 2024-01 of 20 February 2024, which aligns Beninese law with the most recent international standards. The National Financial Intelligence Processing Unit (Cellule Nationale de Traitement des Informations Financières; CENTIF) is the central body, responsible for gathering, analysing and disseminating financial intelligence.

Obligations on Companies

Reporting entities must identify their clients and beneficial owners, understand the ownership and control structure of legal persons, keep records and report suspicious transactions to CENTIF. On the financial market, licensed actors are subject to equivalent due-diligence and customer- and beneficial-owner-identification obligations under the regulator’s rules. The identification of the beneficial owner – the natural person who ultimately exercises control – lies at the heart of this regime.

Board Oversight and Officers’ Liability

Boards of directors are expected to put in place a compliance and internal-control system suited to the money-laundering risk, particularly in regulated sectors. Officers incur personal liability: criminal penalties in the event of a money-laundering or terrorist-financing offence, and administrative or disciplinary penalties in the event of a failure of compliance systems. This liability justifies the direct involvement of the governance bodies in overseeing the risk.

The Appointment Requirement

The public limited company must appoint at least one statutory auditor, together with an alternate, responsible for the statutory audit of its accounts. The private limited company is required to do so only above certain thresholds of capital, turnover or workforce. The statutory auditor is appointed by the ordinary general meeting for a fixed term and must offer guarantees of independence from the company audited.

Duties and the Relationship With the Company

The statutory auditor certifies the regularity and fairness of the financial statements and verifies the consistency of the information given to the members. The auditor has a permanent right to information, reports on its controls to the meeting and may trigger an alert procedure where it identifies facts compromising the continuity of operations. Its civil and criminal liability may be engaged, and statutory incompatibilities safeguard its independence.

The Case of Listed Companies

For listed companies, the appointment of the statutory auditors is subject to prior approval by the AMF-UMOA, which thereby strengthens control over the quality of the financial information disseminated on the market.

The Absence of a Dedicated Geopolitical-Risk Regime

Beninese law does not establish a specific regime for the oversight of “geopolitical risk” as such, and no regulator monitors it on that basis. This risk is addressed indirectly, through the risk-management, internal-control and compliance systems that companies put in place, the intensity of which varies by sector. In unregulated companies, its treatment falls within the board’s general responsibility for risk control.

Compliance With International Sanctions

Compliance with international financial sanctions is primarily ensured by the regional framework. The WAMU regulation on the freezing of funds in the context of combating the financing of terrorism, and the uniform AML law transposed by Law No 2024-01, require the implementation of targeted financial sanctions, namely the freezing of assets and prohibitions designed to prevent funds from being made available to designated persons and entities. The Central Bank of West African States (Banque Centrale des États de l'Afrique de l'Ouest; BCEAO and the WAMU Banking Commission oversee compliance with these obligations by financial institutions.

Board-Level Oversight

Board-level oversight is most structured in regulated sectors. The WAMU Banking Commission controls the governance, risk management and AML systems of credit institutions, and may impose disciplinary and pecuniary penalties. The BCEAO instructions of March 2025 on customer due diligence, compliance and internal control further reinforce these requirements. Outside the regulated sectors, it falls to the board to integrate these obligations into its own internal-control system.

The Absence of a Mandatory ESG Reporting Framework

Beninese law does not, to date, impose a general non-financial reporting obligation comparable to the regimes in force in certain developed jurisdictions. ESG considerations are taken into account in a sector-based and fragmented manner, through environmental law and its impact assessments, through labour law and through the governance rules applicable to companies. There is, therefore, no single ESG disclosure standard binding on all companies.

Requirements Applicable to Listed Companies

For listed companies, the BRVM Governance Code incorporates the sustainability dimension and invites issuers to take into account the expectations of their stakeholders, on a “comply or explain” basis. In addition, the regional market is developing a framework dedicated to green, social and sustainability (GSS) bonds, the issuance of which requires specific disclosure on the use of proceeds and their impact. These requirements, still targeted, concern issuers of sustainable instruments more than companies as a whole.

A Build-Up Phase Contrary to the Retreat Seen Elsewhere

While several jurisdictions are experiencing a retreat from ESG discourse, the regional financial market is moving in the opposite direction, gradually building a sustainable-finance ecosystem. This orientation is driven by the search for investor appeal and by the region’s climate-financing needs, rather than by binding disclosure obligations. The movement remains emerging, but real.

The Components That are Changing

The environmental component is the most active, through the development of GSS bonds: in April 2024, the BRVM entered into a partnership with the Global Green Growth Institute to facilitate the issuance of these instruments for the benefit of the eight WAMU countries, including Benin, and its official price list now highlights GSS bonds to meet the expectations of investors sensitive to ESG criteria. The governance component, for its part, is advancing through the Corporate Governance Code for listed companies. The social component remains, at this stage, mainly addressed through labour law and public policy, without a dedicated reporting framework.

The Absence of a Specific Obligation

Beninese law contains, to date, no specific legal obligation requiring the board of directors to exercise dedicated oversight of artificial intelligence (AI), whether a particular board composition, a specialised committee or control requirements specific to AI. The oversight of AI therefore falls within the general duties of officers regarding risk control and compliance. Boards that take it up do so voluntarily, by integrating AI into their existing systems.

Existing Anchor Points

In the absence of a dedicated regime, the framework operates principally through the protection of personal data. The Digital Code (Law No 2017-20) entrusts the Personal Data Protection Authority (Autorité de Protection des Données à caractère Personnel; APDP) with control over data processing and the sanctioning of breaches, which directly concerns AI systems that exploit such data. The board ensures, in this context, compliance with the applicable obligations.

Governance Frameworks That are Still General

There is no governance framework dedicated to AI-related risks, including reputational risks. These risks are addressed through the data-protection regime, the general duties of care of officers and internal risk-management and compliance policies. In practice, their monitoring involves the board or its risk committee, management and, where applicable, the data protection officer.

Recent Developments

The main development is the adoption, in January 2023, of the National Strategy for Artificial Intelligence and Big Data 2023–27, which sets a public direction without creating direct obligations for companies. The APDP has, moreover, begun reflecting on the interaction between AI and the protection of personal data. The framework thus remains strategic and prudential rather than binding on companies.

The Bases of Liability

In the absence of a liability regime specific to AI, the exposures of officers attach to the bases of the general law. A failure to comply with data-protection rules may give rise to penalties from the APDP and engage civil liability for the harm caused. To this are added the liability of officers for management fault, as well as contractual, product and intellectual-property liability that may arise from the use of AI.

Enforcement

These forms of liability are enforced by the APDP for the data aspect, and by the ordinary courts for civil and criminal actions. Sector regulators may intervene where the use of AI affects a regulated activity.

The Absence of a Disclosure Obligation Specific to AI

No specific disclosure obligation currently targets the use, strategy, governance, risks or incidents associated with AI, whether in annual reports, sustainability reports or prospectuses. The obligations capable of applying remain the general ones of data law and financial-market law.

Indirect Obligations

In data matters, a breach may trigger notification obligations under the Digital Code. For listed companies, a significant AI-related development could fall within event-driven disclosure, where it is likely to affect the share price (see 5.1 Financial Reporting Requirements). Outside these cases, disclosure is a matter of voluntary practice.