DIRECTORSHIP SERVICES IN BURKINA FASO - A COMPREHENSIVE OVERVIEW UNDER THE OHADA FRAMEWORK
Directorship services in Burkina Faso play a crucial role in ensuring proper governance, regulatory compliance, and effective management of companies operating within the country. As a member of the OHADA (Organization for the Harmonization of Business Law in Africa) system, Burkina Faso follows a unified corporate law regime that governs the appointment, duties, powers, and liabilities of directors and managers across all member states.
For foreign investors, multinational groups, and expanding enterprises, understanding directorship requirements is essential not only for compliance with local law but also for ensuring operational continuity, risk management, and credibility with regulators, banks, and commercial partners.
Framework Governing Directorship in Burkina Faso
Corporate governance in Burkina Faso is primarily governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups. This legislation standardises rules on company management, director appointment, powers, fiduciary duties, and accountability across OHADA member states.
Key regulatory features include:
- Uniform rules on company management and representation
- Defined civil and criminal liabilities of directors
- Mandatory disclosure and registration of directors with the RCCM
- Standardised accounting and reporting obligations under OHADA
This harmonised framework offers predictability and certainty for businesses operating in Burkina Faso and across West Africa.
Types of Directors and Management Structures
The structure and terminology of directorship depend on the type of entity:
- Directorship in an LLC (SARL) –
In a Société à Responsabilité Limitée (SARL), management is vested in one or more Gérants (Managers) rather than a traditional board of directors.
Key characteristics:
- The gérant may be an individual or a legal entity
- Can be a resident or non-resident foreign national
- Appointed by shareholders through the Articles of Association or a shareholders’ resolution
- Holds full authority to represent the company vis-à-vis third parties
- Directorship in a Public Company (SA) –
In a Société Anonyme (SA), governance may be structured through:
- A Board of Directors (Conseil d’Administration) and a Managing Director (Directeur Général), or
- A Management Board and Supervisory Board structure
This form is typically used by larger enterprises, regulated entities, or companies seeking significant capital investment.
Eligibility and Appointment of Directors
Directors or managers in Burkina Faso must meet certain statutory requirements:
- Must be legally competent individuals or eligible legal entities
- No general nationality or residency restrictions (subject to immigration/work permit compliance)
- Must not be disqualified under OHADA law (e.g., bankruptcy offences, criminal convictions affecting commercial integrity)
Appointments must be:
- Approved by shareholders
- Documented through resolutions or Articles of Association
- Registered with the Registre du Commerce et du Crédit Mobilier (RCCM)
Any change in directorship must be formally declared and recorded to remain legally effective.
Powers and Responsibilities of Directors
Directors and managers owe statutory and fiduciary duties to the company, including:
- Duty of care and diligence – acting prudently and in the company’s best interests
- Duty of loyalty – avoiding conflicts of interest and self-dealing
- Compliance obligation – ensuring adherence to OHADA law, tax regulations, labour law, and sectoral rules
- Financial oversight – ensuring proper accounting, preparation of annual financial statements, and timely filings
Directors have authority to bind the company contractually within the scope of corporate objectives as defined in the Articles of Association.
Resident vs /Non-Resident Directors
Burkina Faso law does not generally mandate the appointment of resident directors. However:
- Certain regulated sectors may require a locally resident manager
- Banks and government authorities often prefer a local signatory or authorised representative
- Immigration rules may apply if directors are actively involved in day-to-day operations within Burkina Faso
As a result, many foreign-owned companies appoint a local nominee or professional director to ensure operational efficiency and regulatory responsiveness.
Nominee and Professional Directorship Services
Professional directorship or nominee services are commonly used in Burkina Faso to:
- Satisfy practical local management expectations
- Ensure continuity in regulatory communications
- Maintain confidentiality of beneficial owners
- Support foreign shareholders unfamiliar with local administrative processes
Such arrangements are governed by formal service agreements clearly defining authority, reporting obligations, and liability limitations.
Remuneration and Tenure of Directors
- Director or manager remuneration may be fixed, variable, or performance-based
- Compensation must be approved by shareholders and documented
- Tenure can be indefinite or fixed-term, depending on Articles of Association
- Removal or resignation must follow statutory procedures and be registered with the RCCM
Ongoing Compliance and Reporting Obligations
Directors are responsible for ensuring:
- Maintenance of statutory registers and records
- Annual general meetings and shareholder reporting
- Filing of annual accounts under OHADA accounting standards
- Timely tax filings, VAT compliance, and payroll obligations
- Notification of corporate changes to the RCCM
Conclusion
Directorship services in Burkina Faso are governed by a clear and harmonised OHADA framework that balances managerial authority with defined accountability. While the law permits foreign and non-resident directors, practical business operations often benefit from professional or local directorship support to ensure compliance, continuity, and risk mitigation.
For investors and companies seeking to establish or expand operations in Burkina Faso, structured directorship arrangements are not merely a formality but a critical component of sound corporate governance and long-term business success.
How We May Assist
We provide structured, compliant, and end-to-end directorship support services in Burkina Faso, tailored for foreign investors, multinational groups, startups, and growing enterprises operating under the OHADA framework. Our role is to ensure effective governance, regulatory compliance, and operational continuity while mitigating director-level risks.
- Governance & Structuring Advisory:
We advise on the most appropriate management and governance structure SARL (Gérant-led) or SA (Board-based) – in line with OHADA requirements and your commercial objectives. This includes defining authority matrices, signing powers, and internal controls.
- Appointment of Professional / Nominee Directors:
Where required, we facilitate the appointment of experienced professional or nominee directors/managers to meet practical local management needs, ensure regulatory responsiveness, and support foreign shareholders. All appointments are governed by clearly drafted service agreements.
- Director Appointment, Resignation & Replacement Filings:
We draft shareholder resolutions, management agreements, and statutory declarations and handle all filings with the Registre du Commerce et du Crédit Mobilier (RCCM) to ensure validity of appointments and changes.
- Compliance & Risk Management Support:
Our team assists directors in meeting their fiduciary, statutory, and regulatory obligations, including corporate governance compliance, conflict-of-interest management, and director liability risk mitigation under OHADA law.
- Local Representation & Liaison Services:
We act as a reliable local point of contact for government authorities, tax offices, banks, and regulators, ensuring timely communication and reducing operational delays for non-resident directors.
- Corporate Secretarial & Record Maintenance:
We maintain statutory registers, minutes, and corporate records, ensure timely updating of RCCM entries, and support annual general meetings and shareholder reporting requirements.
- Ongoing Compliance & Reporting Oversight:
We coordinate ongoing obligations such as annual filings, accounting coordination under OHADA standards, tax and VAT compliance, and social security registrations in collaboration with local professionals.
- Exit, Transition & Succession Support:
We assist with structured director exits, transitions, and succession planning, ensuring continuity of management and compliance during restructuring or ownership changes.
By engaging our directorship services in Burkina Faso, clients benefit from professional governance, reduced compliance risk, and seamless local execution, allowing them to focus on business growth while we manage the regulatory and administrative complexities.
For more information or queries, please email us at
enquiries@chandrawatpartners.com
Key Contact
Surendra Singh Chandrawat
Global Managing Partner
