An Introduction To Business Structures As Contained In The Revised Uniform Act Relating To Commercial Companies And Economic Interest Groups

In 1993, 16 African countries adopted the Treaty on the Harmonisation of Business Law in Africa (OHADA Treaty), using principles inspired by French law. The purpose of the OHADA Treaty is to establish legal and judicial security to economic activities in the member states, with the aim of gaining investor confidence and facilitating exchanges between the member countries. The states that currently have adopted the OHADA Treaty include Benin, Burkina Faso, Cameroon, Central African Republic, Chad, the Comoros, Congo, Côte d'Ivoire, Democratic Republic of Congo, Equatorial Guinea, Gabon, Guinea Bissau, Guinea, Mali, Niger, Senegal and Togo.

Pursuant to the framework of the OHADA Treaty, the member states adopted regulations called the Uniform Acts (the Uniform Acts). The Uniform Acts are directly applicable and mandatory in all member states.

The Uniform Acts encompass various areas of business law. The following Uniform Acts have been adopted by the member states:

Uniform Act relating to general commercial law, amended on 15 December 2010; Uniform Act organising securities, amended on 15 December 2010; Uniform Act relating to commercial companies and economic interest group, amended on 30 January 2014; Uniform Act organising collective proceedings for wiping off debts, amended on 10 September 2015; Uniform Act on arbitration, adopted on 11 March 1999; Uniform Act organising and harmonising undertakings' accounting systems in the member states of the OHADA Treaty, adopted on 24 March 2000; Uniform Act relating to cooperative companies, adopted on 15 December 2010; Uniform Act relating to goods road transportation contracts adopted on 22 March 2003; and Uniform Act organising simplified recovery procedures and measures of execution, adopted on 10 April 1998. This article focuses on the revised Uniform Act relating to the commercial companies and economic interest groups (Commercial Companies Uniform Act), which came into force on 5 May 2014 and deals with the regulation of business structures and the powers and rights thereof.

Commercial companies

The commercial companies recognised by the Commercial Companies Uniform Act are:

limited liability company (société à responsabilité limitée); public limited company (société anonyme); simplified joint stock company (société par actions simplifiée); and non-registered company. Commercial companies (with the exception of non-registered companies) must be registered with the Trade Register (RCCM)...