Governance & Boards
Legal excellence at the heart of your governance.
Designing the governance of your company or group, then keeping it alive over time — from the board of directors to the shareholders’ meeting, in accordance with the OHADA Uniform Act on commercial companies.
An insufficiently prepared decision is an exposed decision. Governance is not a formality: it is the foundation of enforceability.
Many companies in the OHADA region hold their boards and shareholders’ meetings approximately: late notices, uncertain quorums, non-compliant minutes. The result is fragile decisions, open to challenge during an inspection, a sale or a dispute between shareholders.
But before governance can be conducted, it must first be designed. Governance is first built, then conducted: two crafts, one same standard.
Architecture of governance.
Creating a group, structuring a holding company, bringing in an investor, organising power among shareholders: these moments call not for holding a board meeting, but for designing an architecture. That is where a company’s lasting solidity is decided.
The core: structuring groups & holding companies
Parent-subsidiary interplay and governance consistency across the group.
Organisation and allocation of powers : who decides what, at which level.
Design of governing bodies and their rules of the game : boards, committees, delegations.
Shareholders’ agreements and balances among shareholders.
Mapping and prevention at the source of conflicts of interest and related-party agreements.
Conduct of governance.
Once the architecture is in place, keeping the machine running: comprehensive support for corporate life, over time and without interruption.
Boards of directors
Preparing and securing meetings: agenda, notices, calculation of quorums and majorities according to the nature of each decision.
Shareholders’ meetings
Holding and compliance of ordinary and extraordinary meetings, from the notice to the filing of resolutions with the trade registry.
Minutes & registers
Drafting compliant minutes and resolutions, keeping the mandatory registers: securities, deliberations, attendance.
Structuring transactions
Support for capital increases, conversions, registered-office transfers and amendments to the articles.
The corporate secretariat, outsourced and mastered.
Beyond one-off engagements, Nilaura Advisory provides complete outsourcing of your corporate secretariat. You entrust the corporate life of your company (or of your entire group) to a dedicated expertise that assumes its conduct, its compliance and its memory, as an in-house legal department would.
- A managed governance calendarThe annual board/AGM/EGM cycle planned and held for you, without interruption.
- Permanent complianceYour corporate obligations monitored and fulfilled continuously.
- Full keeping of registersCorporate records kept up to date, ready for any inspection.
- A legal department on demandThe expertise of a legal department, without the burden of an internal structure.
Your deliverables
What you receive, concretely.
Group governance blueprint and map of powers.
Annual governance calendar (board/AGM/EGM cycle).
Complete meeting files: notices, agendas, draft resolutions.
Finalised minutes and resolutions, ready for filing.
Corporate registers kept and maintained up to date.
Governance compliance report: audit and remediation plan.
Map of related-party agreements.
Who this offer is for
A response tailored to every structure.
Parent-subsidiary interplay, related-party agreements and organisation of powers, for structures whose complexity demands particular rigour.
Growing companies without an internal general secretariat that wish to professionalise their governance.
Executives, chairs and directors intent on securing their personal liability in the exercise of their offices.
Governance that extends over time.
As Nilaura Vault, our dedicated platform, develops, the cycle of your governing bodies (notices, deliberations, registers) will be managed and preserved within the OHADA Board Portal, naturally extending the advisory engagement in a secure digital environment.
From advice to tooling, one same standard.
Engagement models
Several formats, according to your needs.
A specific need
- One AGM, one board meeting or one specific transaction
- End-to-end security
- Compliant minutes and resolutions
- Filing of instruments handled
Governance across the year
- Full board/AGM/EGM cycle
- A managed governance calendar
- Keeping of registers included
- Annual compliance report
- Map of related-party agreements
The delegated legal department
- Complete outsourcing of the corporate secretariat
- Permanent, dedicated support
- Ideal for groups and complex structures
- Conduct, compliance and memory of corporate life
Formats described for guidance only; scope and terms are specified for each engagement.
Make your governance an asset, not a constraint.
Let’s discuss what is at stake for you. A first meeting with no obligation — in Dakar, in Abidjan or remotely.