Lexafric_Tchad

Author: lexafric

  • Why Formalise Corporate Decisions ?

    Minutes, Registers and Collective Decisions: The Fundamentals of Effective Legal Secretarial Work

    In a company, important decisions should never remain oral. Properly formalising them is both a legal obligation and a key security tool for the business.

    Why is it important?

    Formalising corporate decisions allows you to:

    • Prove that decisions were actually taken
    • Protect directors and shareholders in case of dispute
    • Comply with OHADA law (Uniform Act on Commercial Companies)
    • Facilitate controls (tax, banking, investor due diligence)
    • Ensure continuity and traceability of the company’s life

    Without written documents, a decision can be challenged or considered non-existent.

    Essential documents to master

    1. Minutes (Procès-verbaux)
    They record decisions taken at general meetings or board meetings.
    A good set of minutes must include:

    • Date and place of the meeting
    • Identity of the participants
    • Agenda
    • Resolutions adopted
    • Voting results (for, against, abstentions)
    • Signature of the chairman and the secretary of the meeting

    2. Mandatory registers
    Every company must keep certain registers, in particular:

    • Register of shareholders’ or partners’ deliberations
    • Register of board of directors’ deliberations (for public limited companies)
    • Register of securities movements (shares or partnership interests)

    These registers must be numbered and initialled.

    3. Collective decisions
    Even outside a formal meeting, certain decisions must be formalised in writing (for example through written consultation of the partners). This guarantees their validity.

    Good practices to adopt

    • Draft the minutes promptly after each meeting
    • File and archive all documents in an organised manner
    • Update the registers without delay
    • Keep the documents for the legally required period (usually several years)
    • Have the legal secretariat regularly reviewed by a professional

    In summary

    A well-managed legal secretariat is not just a formality. It is a tool for protection, transparency and credibility for the company.
    Properly formalised decisions help avoid conflicts, reassure partners and secure the proper functioning of the business.

  • The Right Habits for Preparing Your Tax Return in Chad

    A clear calendar and reliable documentation help you anticipate deadlines and reduce the risk of non-compliance.

    Properly preparing your tax return is essential for any company or individual in Chad. Here are the key good practices to follow.

    1. Know the main deadlines

    • Companies: the annual corporate income tax return must be filed no later than 30 April (possible extension until 15 May in some cases).
    • Individuals: the income tax return for the previous year must be filed before 31 March.
    • VAT: monthly returns must be filed before the 15th of the following month.
    • Advance payments and minimum tax must also be monitored according to the company’s tax regime.

    Use the eTAX portal (available on the General Tax Directorate website) to file and pay online.

    2. Gather complete and reliable documentation

    Before starting, prepare:

    • Financial statements (balance sheet, income statement)
    • Purchase and sales invoices
    • Supporting documents for deductible expenses
    • Bank statements
    • Tax Identification Number (NIF)
    • Proof of advance payments already made

    Well-organised documentation makes filing easier and protects you in case of a tax audit.

    3. Check your tax regime

    Depending on the size and turnover of the company, the regime may be:

    • Normal real regime
    • Simplified real regime
    • Synthetic or micro-enterprise regime

    Each regime has specific obligations and deadlines. Make sure you apply the correct rules.

    4. Anticipate and plan ahead

    • Review your tax situation regularly (monthly or quarterly).
    • Estimate the tax amount due in advance.
    • Plan the necessary cash flow for payments.
    • Train or get support for your accounting team.

    5. Meet deadlines and use digital tools

    Late filing exposes you to penalties and late-payment interest.
    The General Tax Directorate strongly encourages the use of the eTAX platform for declarations and payments (bank transfer, Mobile Money, bank card).

    In summary

    The right habits are simple:

    • Know the tax calendar
    • Keep up-to-date accounting records
    • Prepare supporting documents in advance
    • File and pay on time via eTAX

    Rigorous preparation reduces risks and secures your business.

  • Understanding the Latest Developments in Business Law in the OHADA Area

    Companies in the CEMAC zone, particularly in Chad, need to follow OHADA legal developments to secure their operations and strengthen their governance.

    OHADA (Organisation for the Harmonisation of Business Law in Africa) brings together 17 countries, including all CEMAC member states. Its Uniform Acts apply directly and take precedence over national law in business matters.

    Key recent developments

    1. New rules on debt recovery (2024)
    The Uniform Act on simplified recovery procedures and enforcement measures was revised in October 2023 and entered into force in February 2024.
    It modernises recovery procedures and allows electronic notifications. Companies can now recover their debts faster and more securely across the entire OHADA area.

    2. New accounting rules for associations and NGOs (2024)
    The Uniform Act on the accounting system for non-profit entities (SYCEBNL) has been in force since 1 January 2024.
    Associations, foundations and NGOs must now apply a harmonised accounting framework. Companies working with these organisations also need to adapt.

    3. Digitalisation and transparency
    OHADA continues to digitise procedures (electronic notifications, registers, etc.).
    Transparency requirements are being strengthened, especially regarding the identification of company directors and beneficial owners.

    Why this matters for companies in Chad and CEMAC

    • Greater legal security in transactions
    • Easier recovery of debts
    • Improved company governance
    • Better attractiveness to investors and banks
    • Reduced risk of non-compliance

    What should companies do?

    • Review and update company statutes
    • Train legal and accounting teams
    • Follow publications in the OHADA Official Gazette
    • Anticipate transparency and digitalisation requirements

    OHADA law is evolving to create a more modern, secure and attractive business environment. Companies that adapt quickly gain a real competitive advantage.