Global Tax Alert | 14 March 2014

OHADA revises Uniform Act on Commercial Companies and GIE

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The uniform act on the commercial companies law and the GIE (Economic Interest Group) of 17 April 1997 was revised by the new uniform act adopted on 30 January 2014 and published in the Official Gazette of OHADA (Organisation for the Harmonisation of Business Law in Africa) on 4 February 2014. It will enter in force 90 days after the publication on 4 May 2014.

Companies that exist at that date will be required to update their articles of association within a period of two years from the entry into force.

In addition to several amendments brought to the wording of the provisions of the previous act for a better understanding, several new features have been introduced, which are mainly the following:

1. The legal concept of public order provisions are now replaced by either defined cases of nullity or clause deemed as unwritten.

2. Recognition of the validity of shareholders agreements and limitation on their content.

3. Organization and regulation of contributions in industry.

4. Removal of the mandatory minimum nominal amount for the shares and the possibility of different nominal value depending on the types of securities.

5. The possibility, for the SARL (Société à responsabilité limitée – limited liability company), gradual release of the shares subscribed in cash.

6. Introduction of the modern transmission of information (e.g., electronic mail, video-conferencing, simultaneous telephone conversation) for notices, representations, collective decisions and votes, organization of boards and assemblies and formalities.

7. Limitation to two years (with possibility of only one extension of two years), of the validity of branches of foreign companies (criminal offence provided by the article 891-2).

8. Regulation of the liaison or representation offices.

9. Introduction of new provisions concerning the mandates and missions of statutory auditors (incompatibility of the mandates of the auditors for in kind and merger with the statutory auditor of the companies) and modification of one of the thresholds for the requirement of an external auditor in the SARL (and SAS – simplified public limited company).

10. Recognition and organization of companies with variable capital.

11. Removal of the obligation of the shareholder director.

12. Derogation to the rules regarding the accumulation of the number of mandate as director in groups of companies.

13. Modification of the conditions of decision-making concerning the remuneration of the Managers of the SA (Société Anonyme - corporation).

14. The possibility of the creation and regulation of management committees in SA.

15. The introduction of new conditions in the regulation of transfers of shares (law of repentance).

16. Extension of the procedure of the conventions regulated to those agreements with the shareholders holding more than 10% of the share capital.

17. Harmonization with the texts and guidelines of the financial markets, which concerns the public savings (EPA) use and the functioning of SA.

18. Regulation of the free allotment of shares and stock options to employees of the SA.

19. Introduction and regulation of preference shares as well as composite Securities and subordinated securities.

20. The institution and regulation of the simplified public limited company (SAS).

For additional information with respect to this Alert, please contact the following:

Ernst & Young (Gabon), Libreville, Gabon
  • Nicolas Chevrinais
    +241 01 74 21 68
  • Fatima Kassory Bangoura
    +241 01 74 21 68

EYG no. CM4261