YOU WISH TO SET UP A LIGHT BUSINESS STRUCTURE IN THE OHADA ZONE ?
THE VARIOUS RELATED SCHEMES OF OHADA COMMERCIAL COMPANY LAW
IN THE FRAMEWORK OF THE 2014 REVISED UNIFORM ACTION
Liaison offices : company representation without commercial activity
Liaison offices are only entitled to carry out limited type of non- commercial activities such as prospecting, advertising, providing information and other operations of a preparatory or auxiliary nature.
Their status is outlined in the Revised Uniform Act as follows :
The Liaison or Representation office is an establishment belonging to a company in charge of linking the company to the market of the member state in which it is located. It is not independently managed and is only involved in preparatory or auxiliary activities in connection with the ones carried out by its owner.
It has no separate legal personality from that of the company which created it and the rights and obligations arising from its activities or its existence are part of the estate of its owner.
A Liaison or Representation office may be the establishment of a foreign company. It is governed by the law of the Member State in which it is located.
The Liaison or Representation office must be registered in the Trade and Personal Property Credit Register in accordance with the provisions organizing the said register.
If the level of activity of the Liaison or Representation office requires its transformation into a branch, an amending application must be filed with the above mentioned register within 30 days following such a change in its situation.
The new branch thus set up will be, as need be, governed by article 120 the terms of which should be recalled :
When a branch is owned by a foreigner, it must be contributed to a company in existence or to be created, governed by the laws of one of the Member States no later that two years after the branch is set up, unless this obligation is waived by order of the minister in charge of trade in the Member State in which the branch is located.
Subject to the provisions governing companies with a special status, the waiver is granted for a period of two (2) years which is not renewable.
In the event of non-compliance with the provisions of the first paragraph of this article, the registrar or the competent authority in the member state shall cancel the registration of the branch in the trade and personal property register on the basis of the ruling of the competent court on the petition of the latter, or of any interested person..
In the event of non-compliance with the requirements relating to the above-mentioned transformation process into a branch, the registrar or the competent authority in the member state will also be entitled to cancel the registration of the office under the same conditions than the ones mentioned here-above.
Out of Company Law, alternative schemes with limited involvement on the spot ... : trade middlemen's contracts .
It is to be recalled that the scope of the Ohada Law in this field is rather large. Thus, it is mentioned that :
The provisions of this Book shall govern not only the conclusion of contracts by the middleman, but also any transaction carried out by the latter in view of concluding or performing thesaid contract.
They shall apply to all relations between the principal, the middleman and the third party.
They shall apply, whether the middleman acts in his own name, in the case of a commission agent or a broker, or on behalf of the principal, in the case of commercial agent.
Trade middlemen are classified into three categories, namely :
- commission agents , who, as far as selling or purchasing is concerned, undertake in their own name to carry out, but on behalf of a principal, the sale or purchase of goods, for a commission,
- brokers , who are agents whose usual occupation is to put people in contact in order to facilitate the successful conclusion of conventions, deals, agreements, or transactions between them,
- commercial agents , who are authorized agents whose occupation, in a freelance capacity, is to permanently negotiate and eventually conclude contracts of sale, purchase, hire, or provisions of services on behalf of, and on the account of producers, industrialists, traders or other commercial agents, without being bound to them by a labour contract,