YOU WISH TO SET UP A PERMANENT BUSINESS STRUCTURE IN THE OHADA ZONE ?
THE NEW ENVIRONMENT FOR COMMERCIAL COMPANIES AND ECONOMIC INTEREST GROUPS IN THE FRAMEWORK OF THE UNIFORM ACT REVISED IN 2014
> A new classification of Ohada business structures
You have a business project in the Ohada zone with a permanent structure in mind ?
It is to be recalled that in the present renewed Ohada environment on commercial companies and economic interest groups after the 2014 revision, you have now a choice between two main types of business structures :
. one the one hand, the new structures with a rather flexible status and great freedom granted to partners : the simplified corporation (SAS) which may be incorporated with a variable capital, and the public limited company with variable capital;
. on the other hand, the existing classic structures with a more stringent status including as regards the rules relating to their fixed capital : public limited companies, private limited companies (SARL), p rivate Companies (SNC), sleeping partnerships (SCS), joint ventures (SP), economic interest groups (GIE).
In the first ones :
As mentioned in article 853.1 of the revised Uniform Act, the simplified corporation is a company :
. which may be incorporated by one or several partners whose rights are represented by shares
. and liable only up to the amount of their contributions
. with articles of association which may freely provide for the organization and the functioning of the company, subject to the mandatory provisions of the Uniform Act.
As to the business structures with a variable capital, it is recalled that :
. variable capital is a scheme allowing with great flexibility to increase and reduce the share capital according to the needs of the company,.
. this great freedom as to company entrance and leaving is only limited by the provisions of the articles of association in this field.
. the lack of formalities in such equity operations allows important savings on costs usually required in this connection.
> As regards incorporation formalities for commercial companies and economic interest groups:
The revised Uniform Act makes it possible for national legislator to simplify the incorporation procedures by making optional the involvement of notaries :
" Unless otherwise provided in the national laws, the articles of association shall be a notarial deed or any other instrument the legal validity of which shall be ensured in the state of the registered office of the company by the recognition of all the parties signatures and writings through thesaid document depositing in the minutes of a notary ..."
It is therefore important to have the precise information on this point in order to carry out the incorporation formalities relevantly given the freedom granted to each member state to pass a law in this field.