What OHADA is, and why it matters to a U.S. company
OHADA, the Organization for the Harmonization of Business Law in Africa, rests on a treaty signed in Port Louis, Mauritius, in 1993 and revised in Quebec in 2008. Its seventeen member states are Benin, Burkina Faso, Cameroon, the Central African Republic, Chad, the Comoros, the Congo, Côte d’Ivoire, the Democratic Republic of the Congo, Equatorial Guinea, Gabon, Guinea, Guinea-Bissau, Mali, Niger, Senegal and Togo.
For an investor, the attraction is predictability. OHADA’s Uniform Acts apply directly in every member state and prevail over conflicting national law, whether earlier or later. Learn the framework once and much of it carries from Dakar to Kinshasa. Much, but not all: tax, foreign exchange, mining, petroleum and labor rules remain national or regional, which is why every deal needs both the OHADA view and the local one.
OHADA company formation: choosing the right vehicle
The Uniform Act on commercial companies, revised in 2014, sets the menu: the SA (public limited company), the SARL (private limited company) and, since that reform, the SAS (simplified joint-stock company), whose flexible governance often suits a foreign parent. Every company must register with the Trade and Personal Property Credit Register, known by its French initials RCCM, and it acquires legal personality on registration.
Some U.S. companies start with a branch. Be careful: under the same Uniform Act, a branch of a foreign company must be attached to a company organized in an OHADA state within two years of its creation, unless an exemption is granted. We help you weigh a branch, a subsidiary or a joint venture with a local partner, with the end state in mind from the start.
- SA, SARL or SAS: matching the vehicle to your plans
- Articles and shareholder agreements drafted in French
- Branch or subsidiary, and the two-year rule
- Coordination with local counsel and notaries where required
An OHADA law firm in Texas that works in French
Georges Nama began his career in Libreville, advising the Government of Gabon, an OHADA member state, on mineral transactions in uranium and manganese and on oil and gas. He brings more than 25 years in oil and gas, mining, infrastructure, real estate and immigration law, and he serves on three model-contract committees of the AIEN, the Association of International Energy Negotiators, which he joined in 2008.
The firm works in English, French and Spanish. In the OHADA zone, French is usually the language of your counterpart, the registry and the court, and OHADA’s founding treaty makes the French text authoritative if translations diverge. Reading the term sheet, the articles and the Uniform Act in the original means nothing gets lost between Texas and your partner’s office. Our published analysis of Gabon’s hydrocarbons code shows the local detail we bring to energy work in the region.
Contracts, security and debt recovery under the Uniform Acts
The Uniform Acts cover the ground most deals touch: general commercial law, security interests, simplified debt recovery and enforcement, insolvency proceedings, accounting, mediation, arbitration and the carriage of goods by road. If you sell equipment to a buyer in Douala, lend to a partner in Dakar or take security over assets in Abidjan, these rules decide whether your protections hold.
We draft and review supply, service, distribution and joint venture agreements against the applicable Uniform Acts and the national law that still applies. We flag the provisions a Texas-style contract takes for granted but OHADA law treats differently, and we structure security so it can be registered and enforced when you need it.
- Commercial contracts reviewed in French and English
- Security interests and their registration
- Debt recovery planned before any default
- Joint ventures with local partners
Arbitration and the CCJA in Abidjan
The Common Court of Justice and Arbitration, or CCJA, sits in Abidjan. It ensures that OHADA law is interpreted and applied uniformly, and it hears final appeals in cases involving the Uniform Acts. It also supervises its own arbitration system: once the CCJA grants enforcement, known as exequatur, an award rendered under its rules carries the force of a final judgment in every member state, and exequatur can be refused only on narrow grounds.
That gives U.S. parties real choices: CCJA arbitration, another arbitration seated in a member state under OHADA’s Uniform Act on Arbitration, revised in 2017, or a seat outside the zone. Each affects cost, language and where enforcement will be easiest. We draft dispute clauses with your counterpart’s assets and the enforcement path in mind, before you sign.
Frequently asked questions
What does an OHADA lawyer in the USA do for a U.S. company?
An OHADA lawyer advises on deals governed by OHADA’s Uniform Acts: company formation, contracts, security, debt recovery and arbitration. From Texas, we help U.S. clients structure and negotiate these deals, review documents in French and coordinate the work so local formalities are met. Where a step must be handled by locally admitted counsel or a notary, we say so at the outset and agree the split of roles.
Which countries are members of OHADA?
Seventeen: Benin, Burkina Faso, Cameroon, the Central African Republic, Chad, the Comoros, the Congo, Côte d’Ivoire, the Democratic Republic of the Congo, Equatorial Guinea, Gabon, Guinea, Guinea-Bissau, Mali, Niger, Senegal and Togo. Most are French-speaking, though Cameroon is bilingual and a few members use Spanish or Portuguese. The same Uniform Acts apply in all of them.
How does OHADA company formation work?
You choose a vehicle, usually an SA, a SARL or an SAS, adopt articles that meet the Uniform Act’s requirements, and register the company with the RCCM, at which point it acquires legal personality. Practical steps, fees and timing vary from one member state to another, and some deeds require a notary. We map the steps for your target country before you commit capital.
Do I need to work in French to do business in an OHADA country?
In most member states, yes, at least for documents, registries and courts. The OHADA treaty also makes the French text authoritative if translations differ. Our firm works in English, French and Spanish, so we can negotiate with your counterpart in French, explain every clause to you in English and make sure both versions say the same thing.
Is a CCJA arbitration award enforceable across all OHADA states?
An award rendered under CCJA arbitration has the force of a final judgment in every member state once the CCJA grants exequatur, and the grounds for refusing it are limited, such as the absence of a valid arbitration agreement or a breach of international public policy. Enforcement against assets still requires local steps, so we plan the dispute clause with the enforcement path in mind.
Can investors from OHADA countries use the E-2 visa to invest in Texas?
Some can. On the State Department’s treaty list, Cameroon, Senegal, Togo, the Republic of the Congo and the Democratic Republic of the Congo are E-2 treaty countries. Gabon and Côte d’Ivoire are not, so their nationals need another route, such as the L-1 or EB-5. Treaty lists can change, so we confirm your nationality against the official list first.
Book a consultation with Kachikwu & Nama and enter the OHADA zone with documents you understand, in French and in English.
Book a consultationThis page provides general information, not legal advice. Every situation depends on its facts. Contacting the firm does not create an attorney-client relationship.