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It was notably recalled in the Preamble of the
Treaty on the Harmonization of Business Law in Africa :
- that the setting up of a harmonized, simple,
modern and adapted business law to enable an easier access to
economic activities was a pre-requisite for the economic integration
of these countries and
- that arbitration was to be promoted as an instrument
for the settlement of disputes arising from contracts.
In addition, article 2 of the Treaty set up the
scope of the harmonized law to be enacted by underlining that
for the implementation of the Treaty, should be considered as
falling within the definition of Business Law all the rules relating
to company law, the traders'legal status, debt collection, securities
and means of execution, the rules governing the rehabilitation
of undertakings and insolvency law, arbitration law, labour law,
accounting law, transportation ans sales law, as well as any other
matter that the Council of Ministers would unanimously decide
to include as falling within this definition, in conformity with
the objective of the Treaty and the provisions of Article 8.
Harmonized law presently entails the following
matters :
- general commercial law,
- commercial company law,
- law on securities,
- law on summary debt collection procedures and
measures of execution,
- insolvency law,
- arbitration law.
Several domestic laws previously in force have
been repealed by these Uniform Acts and some have been maintained.
A summarized table of the prevailing situation in this regard
is presented hereunder.
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Uniform
Act concerned
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Rules
as to the repeal of previous laws
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Uniform Act relating to General Commercial
Law |
Adopted on April 17,1997 and enforced by derogation on
January 1st, 1998.
Updated on December 10, 2010. Enforced on May 16, 2011.
Article 306
This uniform Act repeals the Uniform Act of 17 April 1997 on general commercial law.
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Uniform Act relating to Commercial
Companies and Economic group partnerships
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Adopted
on April 17,1997 and enforced by derogation on January 1st, 1998, updated on January 30, 2014 and enforced on May 5, 2014. .
- Article 919 repealed any repugnant provision of domestic
laws which however remained in force for a transitional
period of 2 years as from the date of enforcement of this
Uniform Act, as well as domestic laws relating to the setting
up of articles of association, where member States so decided.
- In compliance with articles 916, 917 and 918 of
this Uniform Act, remained in force the domestic laws
relating :
. to companies governed by specific laws,
. to the face value of shares and partnership rights
issued by companies incorporated before the date of its
enforcement,
. and to founders'shares
Article 916
This uniform Act is applicable to companies subject to a special regime subject to legislative or regulatory provisions that govern them.
The provisions of the articles of association of such companies compliant with provisions repealed by this uniform Act, but contrary to the provisions of this uniform Act and not prescribed by the special regime of the said companies, shall be amended to comply with this uniform Act under the conditions set forth in article 908 above.
Article 917. This uniform Act shall not derogate from laws relating to the nominal value of shares and equity interests issued by companies formed prior to its entry into force.
Article 918. Profit shares or founders' equity issued before the entry into force of this uniform Act are and continue to be governed by the regulations concerning them.
Article 919. The uniform Act of 17 April 1997 on commercial companies and the economic interest group is repealed, subject to its transitional application for a period of two (2) years from the date of entry into force of this uniform Act, to companies that have not amended their articles of association to make them compliant with the provisions of this uniform Act.
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Uniform Act organizing Securities
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Adopted on April 17,1997 and enforced by derogation on
January 1st, 1998.
Updated on December 10, 2010. Enforced on May 16, 2011.
- Article 150 § 1 of this Uniform Act repealed any
repugnant provision of previous laws in force.
- Moreover, the laws governing sureties in fluvial,
maritime and air law which remained out of the scope of
this Uniform Act were maintained in force by article 1
paragraph 2.
Article 150
All previous provisions repugnant to those of this Uniform Act are hereby repealed. This Uniform Act shall apply only to securities granted or established after its entry into force.
Any security granted, established or created prior to this Uniform Act and in accordance with the laws then in force shall remain subject to that law until its extinction.
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Uniform
Act organizing Insolvency and Liquidation Proceedings
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Adopted on April 4,1998 and enforced by derogation on
January 1st,1999.
Updated on September 10, 2015 in Grand Bassam, Côte d'ivoire. Enforced on December 24, 2015.
Article 257 of this Uniform Act repealed any repugnant
provisions of domestic laws previously in force.
Article 257. This Uniform Act, which repeals the Uniform Act on the organisation of collective proceedings for the settlement of liabilities of 10 April 1998, shall apply only to collective proceedings opened after its entry into force.
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Uniform Act organizing Summary Debt Collection Procedures
and Measures of Execution
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Adopted on April 10, 1998 and enforced 90 days after
its adoption (art. 9 of the Harmonization Treaty). Entry into force : 1998/07/10
Repeal by Article 336 of all domestic laws relating
to the matters dealt with in this Uniform Act.
Article 336. This Uniform Act repeals all provisions relating to instances that it governs in the States parties.
Article 337. This Uniform Act shall govern protective measures, enforcement and recovery proceedings undertaken after its entry into force.
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Uniform Act relating to the transportation
of goods by road
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Adopted on March 20, 21 et 22, 2003.
Enforced on January 1, 2004.
Miscellaneous provisions
Nullity of stipulations contrary to the uniform Act
Article 28
1- Subject to the provisions of articles 2 c), 15 paragraph 1, 24 paragraph 3 and 27 above, any stipulation which would directly or indirectly derogate from the provisions of this uniform Act is null and void. The nullity of such provisions does not give rise to the nullity of other provisions of the agreement.
2- In particular, any provision whereby the carrier receives the benefit of the insurance of the goods or any other similar provision, as well as any provision shifting the burden of proof, shall be held null and void.
Transitional and final provisions.
Article 30
Road freight agreements concluded before the effective date of this uniform Act remain governed by the laws applicable at the time of the conclusion thereof.
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Uniform Act governing
Cooperatives
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Adopted on December 10, 2010 in Lome, Togo. Entry into force : 2011/05/16
Article 396
All legal provisions contrary to the provisions of this Uniform Act are hereby abrogated, subject to their transitional application for a period of two years from the date of entry into force of this Uniform Act, to cooperatives, their unions, federations, confederations and networks which failed to harmonize their Articles of Association with the provisions of this Uniform Act.
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Uniform Act on Arbitration
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Adopted on June 11,1999 and enforced 90
days after its adoption (art. 9 of the Harmonization Treaty).
Updated on November 11, 2017 in Conakry (Guinea). Enforced on February 23, 2018.
Article 35
This Uniform Act shall be the arbitration law in the Member States.
It shall apply only to arbitral proceedings commenced after its entry into force.
Article 36
This Uniform Act, which abrogates the Arbitration Uniform Act dated 11 March 1999, shall be published in the OHADA Official Gazette within sixty (60) days from its approval. It shall also be published in the Official Gazette of the Member States.
It shall enter into force ninety (90) days after its publication in the OHADA Official Gazette.
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| Uniform Act on mediation |
Adopted on November 23, 2017 in Conakry, Guinea, enforced on February 23, 2018.
Article 17
Application of this Uniform Act
This Uniform Act shall replace the law on mediation in the States Parties.
It shall apply only to mediation procedures initiated after its entry into force
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Uniform Act on the organisation and harmonisation of companies accounting
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Adopted on March 24, 2000.
Its conflicting with the Uniform Act on accounting and financial reportingprovisions have been repealed by that Act.
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Uniform Act on accounting and financial reporting
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Adopted on January 26, 2017 in Brazzaville, Congo, enforced on January 01, 2018,
Article 111-1. The asset or liability accounts deleted or treated differently by this Uniform Act shall be handled as indicated in Title VIII Specific Operations, Chapter 41 through an account created exclusively for this purpose : 475 Transitional account related to the revision of the SYSCOHADA, asset-liability account.
Article 112. Subject to the provisions of Article 113 paragraph 2 below, the conflicting provisions of the Uniform Act of March 24, 2000 on the organisation and harmonisation of company accounts and of any previous national law shall be repealed as from the date of entry into force of this Uniform Act.
Article 113.
This Uniform Act to which the Ohada General Chart of Accounts and the Accounting Provisions relating to the consolidated and combined accounts are annexed shall be published in the Official Journal of Ohada within sixty (60) days from the date of its adoption. It shall also be published in the Member States in their Official Gazette or by any other appropriate means. It shall apply ninety (90) days after such publication.
The entry into force shall be :
. for the entities' personal accounts, on January 1, 2018;
. for consolidated financial accounts, combined financial accounts and financial accounts in accordance with the IFRS standards, on January 1, 2019.
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