1rst part : click here.
|
|
II. HOW FREE ARE YOU WITH REGARD TO THE TAILORING OF YOUR
AGREEMENT ?
|
In spite of the fact that the economic group partnership is
one of the most flexible Ohada business structure, the Uniform
Act does not leave you completely free to tailor your agreement
as you wish. Hereunder is the relevant information in this regard,
it being recalled that it is provided in Article 2 of Ohada
Uniform Act on commercial companies that its provisions are
mandatory, except in cases where the Act explicitly authorizes
a sole partner or the partners of a company to substitute contractual
provisions between them for its provisions or to supplement
them with their own provisions.
|
|
GREEN LIGHT ! WHAT YOU CAN FREELY DECIDE
ON
|
The
purpose of the group, its duration, the terms and conditions
of its operation, the members' rights and obligations may be
freely determined, subject to some obligations entailed in the
Uniform Act.
|
|
WHAT SHALL BE APPLICABLE IF THERE IS
NO PROVISION IN YOUR AGREEMENT CONCERNING ...
|
. Members' contribution to debts : unless otherwise provided
in the agreement, each member shall bear an equal part of the
debts (art. 876.1) ;
. collectives decisions : unless otherwise provided in the agreement,
these decisions shall be taken by unanimous consent of the members
(art. 877.2) ;
. the number of votes for each member : unless otherwise provided
in the agreement, each member chall have one vote(art. 877.3)
;
. the fate of the group if one member happens to become incapacitated,
personally bankrupt or banned from any management or administration
functions : unless otherwise provided in the agreement, the
group shall be dissolved (art. 884). The same shall apply in
the event of death (natural person) or the dissolution (corporate
body) of one of its members (art. 883);
. winding up of the group : unless otherwise provided in the
agreement, it shall be handled by a liquidator designated by
the members ' general meeting, and failing this, by the president
of the competent court (art. 885.2) ;
. sharing of the group's assets : unless otherwise provided
in the agreement, the surplus of assets remaining after payment
of the debts shall be shared among the members under the conditions
laid down by the agreement. Failing this, the sharing shall
be done in equal parts (art. 885.3).
|
|
THE PROVISIONS WHICH SHALL NOT BE DEMURRABLE
TO THIRD PARTIES
|
|
- The
amendments of the agreement for which publications formalities
were not fulfilled contrary to the original whall not be demurrable
to third parties (art. 876.6).
- The provisions limiting the powers of the director of the
group for any act in the scope of its group (art. 879.3).
NB1. The members of the economic
group partnership shall be jointly and severally liable for
payment of the debts of the group, unless otherwise agreed
with a contracting third party (art. 873.2).
NB2.
The lack of mention of the name of the
group followed by the acronym " GIE " in its deeds
and documents intended for third parties, in particular letters,
invoices, various notices and publications, shall be punished
with penalty for simple offences.
|
 Back to
the top
|
