OHADA: Revised Uniform Act on Commercial Companies and Economic Interest Groups Gide

Editorial by partner François Krotoff

A revised Uniform Act on commercial companies and economic interest groups (the “Revised Uniform Act”) was adopted on 30 January 2014 by the OHADA Council of Ministers. The Revised Uniform Act, which replaces the Uniform Act of 17 April 1997, was published in the OHADA official gazette on 4 February 2014 . The Revised Uniform Act is applicable to all companies incorporated in any of the OHADA Member States from 5 May 2014. Companies which have been set up before the entry into force of the Revised Uniform Act shall update their articles of association within the next two years to ensure that they comply with the provisions of the Revised Uniform Act. The provisions of the former Act continue to apply to such companies until their articles of association are made compliant.

The key changes introduced in the Revised Uniform Act are threefold:

A new corporate form: the creation of the Société par Actions Simplifiée (“SAS”; equivalent to a simplified form of a public limited company), alongside the existing Société Anonyme (“SA”; equivalent to a public limited company), is without a doubt one of the most significant changes within the Revised Uniform Act
New types of securities: the creation of preference shares, the ability to allocate free shares to staff members and the recognition of the ability for SAS to issue hybrid securities
Clearer provisions: existing provisions have been clarified and a number of significant amendments have been made.

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