What is an SCA

A société en commandite par actions (SCA) functions as a partnership limited by shares. This business structure unites partners with shareholders.

• Members:

Public limited companies are managed by representatives appointed by the shareholders on a fixed-term, salaried or unpaid basis, subject to dismissal at any time.

The articles of association may stipulate that shareholders must own a minimum number of shares to guarantee all management actions. These shares must be registered, certified inalienable, and held by the Caisse Sociale.

The directors may, by mutual agreement and if provided for in the articles of association, appoint a representative from outside the company who shall be responsible to the company.

Directors are prohibited from taking or retaining a direct or indirect interest in any business or contract with or on behalf of the company unless authorised to do so during a General Meeting.

• Contributions: 

All shares representing contributions must be fully paid up upon incorporation of the company.

They may not be delisted or traded until two years after the definitive incorporation of the company. During this period, they must be stamped by the directors with an indication of their type and the date of incorporation.

Founders' shares may also only be traded two years after the company is incorporated.

In addition, SCAs are not incorporated until the entire share capital has been raised and each shareholder has paid up at least a quarter of any subscribed shares.

Subscribed share capital and payments are recorded in a declaration made by the founders in a notarial deed, to which a list of subscribers, a statement of payments and a copy of the company deed, if it was drawn up before a different notary from the one who received the declaration, are attached.

This declaration, together with the supporting documents, is submitted during the first general meeting to verify its accuracy.

• General Meetings:

The first directors and auditors are appointed at a General Meeting convened by the founders.

Directors may not be appointed for a term that lasts more than six years; however, they can be re-elected unless otherwise stipulated.

Furthermore, directors may be appointed by the articles of association with the express stipulation that their appointment will not be subject to approval during a General Meeting. In this case, their term of appointment may not exceed three years.

The minutes of the meeting record the agreement of the directors and auditors present at the meeting.

The company is formed from this process, which must be completed within a maximum of three months from the date of the ministerial decree granting authorisation, failing which the authorisation will be deemed null and void.

At all General Meetings, resolutions are passed by a majority vote.

An attendance sheet detailing the names, addresses, and number of shares held by each shareholder is certified by those in charge of the meeting and held at the company's registered office, to be made available to any requesting party.

A specific report on the performance of contracts or business ventures, approved under the terms of the preceding paragraph, shall be submitted annually at a General Meeting

• Auditing and Management Control: 

SCAs may only be formed with government authorisation and after approval of their articles of association. Furthermore, they may only be formed by notarial deed.

Five working days from the date of filing the documents containing the memorandum and the articles of association and seeking the authorisation provided for in the preceding article, the Minister of State will notify the concerned parties, by registered letter acknowledging receipt, whether the application for authorisation is admissible or, in the case of an incomplete file, inadmissible.

Authorisation is granted by ministerial decree, after consultation with the Council of State, if necessary, within three months of notification of the admissibility of the application.
 

Basic information on any société en commandite par actions registered in the Trade and Industry Directory is publicly available via the RCI website: teleservice.gouv.mc/rci/

Disclaimer

This page is intended to provide information and guidance. It does not constitute legal advice.

It is the responsibility of individuals to carry out the necessary research or to contact the relevant professionals regarding the conditions under which a société en commandite par actions operates and the various implications (tax, accounting, etc.).