OHADA Uniform Act Law
The Organisation pour l'Harmonisation en Afrique du Droit des Affaires (OHADA) establishes a unified legal framework for business law across 17 African member states, promoting legal certainty and economic integration.
What is OHADA?
The Organisation for the Harmonization of Business Law in Africa (OHADA) was established by the Treaty on the Harmonization of Business Law in Africa, signed in Port-Louis, Mauritius on 17 October 1993. The treaty entered into force in September 1995 and has since been revised in Quebec, Canada on 17 October 2008.
OHADA's primary mission is to promote economic integration and development by creating a secure legal environment for businesses and investors across its member states. It achieves this through the adoption of Uniform Acts — modern, harmonized laws that are directly applicable and override conflicting national legislation in all member states.
Key Principles
Uniformity
Uniform Acts are identical across all member states, eliminating legal fragmentation and providing a consistent framework for businesses operating in multiple countries.
Direct Applicability
Uniform Acts automatically become law in each member state upon adoption, overriding any conflicting national legislation without requiring domestic implementation.
Supranational Jurisdiction
The Common Court of Justice and Arbitration (CCJA) serves as the supreme court for all matters relating to the interpretation and application of the Uniform Acts.
The Uniform Acts
OHADA has adopted the following Uniform Acts, each governing a specific area of business law. These acts are binding across all member states and constitute the core of the OHADA legal system.
Uniform Act on General Commercial Law
Adopted 17 April 1997, revised 15 December 2010
Establishes the legal framework for commerce, including the status of traders, the commercial register, and movable securities. It governs commercial leases, business goodwill, and commercial intermediaries.
- Defines commercial acts and the status of traders (commerçants)
- Establishes the Trade and Personal Property Credit Register (RCCM)
- Governs commercial leases and business goodwill (fonds de commerce)
- Sets rules for commercial agents, brokers, and other intermediaries
- Modernizes the law on movable securities and guarantees
Uniform Act on Commercial Companies and Economic Interest Groups
Adopted 17 April 1997, revised 30 January 2014
The cornerstone of OHADA company law. It governs the formation, operation, and dissolution of all types of commercial companies, including public limited companies (SA), private limited companies (SARL), simplified joint-stock companies (SAS), and economic interest groups (GIE).
- Defines all recognized company forms: SA, SARL, SAS, SNC, SCS, GIE
- Sets minimum capital requirements for each company type
- Establishes corporate governance rules and director/officer liability
- Governs mergers, acquisitions, transformations, and dissolutions
- Harmonizes registration and publicity requirements across all member states
Uniform Act on Accounting Law and Financial Reporting
Adopted 23 March 2000, revised 26 January 2017
Establishes the OHADA Accounting System (SYSCOHADA), a standardized accounting framework for all businesses operating within the OHADA zone. It ensures transparency and comparability of financial statements.
- Mandates the OHADA Chart of Accounts (Plan Comptable OHADA)
- Standardizes balance sheet, income statement, and notes formats
- Defines accounting principles: prudence, going concern, consistency
- Establishes audit and financial reporting requirements by company size
- Aligns with international accounting standards where appropriate
Uniform Act on Securities and Enforcement
Adopted 17 April 1997, revised 15 December 2010
Governs the creation, perfection, and enforcement of security interests (guarantees and collateral) in movable and immovable property. It provides creditors with modern and effective remedies.
- Defines types of security: pledges, mortgages, guarantees, liens
- Establishes registration and publicity procedures for security interests
- Simplifies enforcement procedures and reduces judicial delays
- Protects secured creditors' priority rights in insolvency
- Harmonizes cross-border recognition of security interests
Uniform Act on Simplified Recovery Procedures and Enforcement Measures
Adopted 10 April 1998
Provides creditors with efficient procedures for debt recovery and enforcement of court judgments, including provisional measures, attachment of assets, and execution of judicial decisions.
- Establishes injunctive payment order procedure (injonction de payer)
- Governs provisional seizure and attachment of debtor assets
- Simplifies judicial execution of domestic and foreign judgments
- Sets rules for the forced sale of seized property
- Balances creditor remedies with debtor protections
Uniform Act on Insolvency Proceedings (Collective Proceedings for Wiping Off Debts)
Adopted 10 April 1998, revised 10 September 2015
Provides the legal framework for dealing with businesses in financial distress through preventive settlement, judicial reorganization, and liquidation proceedings.
- Establishes preventive settlement (règlement préventif) for distressed but viable businesses
- Governs judicial reorganization (redressement judiciaire) proceedings
- Sets rules for liquidation of insolvent businesses (liquidation des biens)
- Protects employees' priority claims in insolvency
- Establishes cross-border recognition of insolvency proceedings within OHADA
Uniform Act on Arbitration
Adopted 11 March 1999, revised 23 November 2017
Establishes a modern framework for domestic and international arbitration within the OHADA zone, centered on the Common Court of Justice and Arbitration (CCJA) in Abidjan.
- Governs both ad hoc and institutional arbitration proceedings
- Establishes the CCJA Arbitration Centre as a leading African institution
- Provides for recognition and enforcement of arbitral awards
- Limits grounds for annulment of arbitral awards
- Supports the use of OHADA as the seat of international commercial arbitration
Uniform Act on Mediation
Adopted 23 November 2017
The most recent Uniform Act, promoting alternative dispute resolution through mediation. It establishes a legal framework for the mediation process and the enforceability of mediated settlement agreements.
- Defines the mediation process and the mediator's role
- Ensures confidentiality of mediation proceedings
- Provides for the homologation (judicial approval) of mediated agreements
- Makes approved mediated agreements directly enforceable
- Suspends limitation periods during mediation
Uniform Act on Cooperatives
Adopted 15 December 2010
Establishes the legal framework for cooperative societies across all OHADA member states, recognizing cooperatives as a distinct form of business organization.
- Defines cooperative principles and governance structures
- Establishes simplified and standard cooperative models
- Sets rules for membership, capital formation, and profit distribution
- Governs cooperative unions and federations
- Aligns cooperative law with international cooperative principles
Institutional Framework
OHADA operates through four principal institutions that ensure the development, interpretation, and enforcement of the Uniform Acts.
Council of Ministers of Justice and Finance
The supreme legislative body of OHADA, composed of the Ministers of Justice and Finance of each member state. It adopts Uniform Acts by unanimous vote, ensuring all member states have an equal voice in shaping OHADA law.
Common Court of Justice and Arbitration (CCJA)
Based in Abidjan, Côte d'Ivoire, the CCJA serves as the supreme court for all matters relating to the application and interpretation of the Uniform Acts. It hears appeals from national courts of appeal and also functions as an international arbitration centre. Its decisions are final and binding across all member states.
Permanent Secretariat
Based in Yaoundé, Cameroon, the Permanent Secretariat is the executive body responsible for preparing the annual program of OHADA activities, coordinating the drafting of new Uniform Acts and revisions, and representing OHADA internationally.
Regional Training School for the Judiciary (ERSUMA)
Based in Porto-Novo, Benin, ERSUMA provides ongoing training for judges, lawyers, bailiffs, notaries, and other legal professionals across the OHADA zone, ensuring consistent application of the Uniform Acts.
OHADA Member States
Seventeen African states are party to the OHADA Treaty, representing a combined population of over 300 million people and covering West Africa, Central Africa, and the Indian Ocean region.
OHADA and Public Procurement
While OHADA does not yet have a specific Uniform Act on public procurement, several Uniform Acts directly affect public procurement processes in member states:
- Company Registration RequirementsThe Uniform Act on Commercial Companies requires all businesses bidding on public contracts to be properly registered and in good standing with the RCCM (Trade Register). Foreign companies must register a local branch or subsidiary before submitting bids.
- Financial Capacity and AccountingThe Uniform Act on Accounting Law (SYSCOHADA) establishes the accounting standards that bidders must comply with when submitting financial statements as part of their tender qualifications.
- Security and Bid BondsThe Uniform Act on Securities governs the types of guarantees and bid bonds that procuring entities can require from bidders, including the legal framework for bank guarantees and sureties.
- Dispute ResolutionThe Uniform Act on Arbitration provides a reliable mechanism for resolving disputes arising from public contracts, particularly for international bidders who may prefer arbitration over domestic courts.
- Enforcement of AwardsThe Uniform Act on Simplified Recovery and Enforcement Measures ensures that successful bidders can enforce contract awards and obtain payment through streamlined judicial procedures.
OHADA in Cameroon
Cameroon is a founding member of OHADA and hosts the Permanent Secretariat in Yaoundé. Cameroonian law gives full effect to OHADA Uniform Acts, and the Cameroonian legal system actively applies them in areas including:
Business Registration
All businesses in Cameroon must register with the RCCM under the OHADA framework. The Cameroonian commercial court system applies OHADA law in all business disputes.
Public Procurement Compliance
The Public Procurement Code of Cameroon (Law No. 2018/011) operates within the OHADA legal framework. Bidders must demonstrate OHADA-compliant registration and accounting.
Foreign Companies
Under OHADA law, foreign companies bidding on Cameroonian public contracts must either register a local subsidiary or obtain a certificate of registration from the competent court.
Judicial Recourse
Decisions of Cameroonian courts on OHADA matters may be appealed to the CCJA in Abidjan, providing an additional layer of legal certainty for investors and businesses.