COTE D’IVOIRE Trends and Developments Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
Houda Law Firm Résidence Nabil, rue du commerce 1er et 2ème étage – 01 BP 2778 Abidjan 01 Côte d’Ivoire Tel: +225 272 024 4387 Fax: +225 272 024 4386 Email: houdaci@avocatshouda.com Web: www.avocatshouda.com
The Transformation of Commercial Companies in OHADA Law: Legal, Strategic and Human Issues Corporate reorganisations have become increasingly common across OHADA jurisdictions, particularly in Côte d’Ivoire, where businesses are experiencing rapid growth, increased foreign investment and more sophisticated governance expectations. Companies are no longer static structures created at incorpora - tion and maintained indefinitely in the same form. As businesses evolve, their legal structure often needs to adapt. In practice, corporate transformations are now fre - quently used to facilitate investment transactions, reorganise groups of companies, limit shareholder liability, prepare governance reforms or separate business activities. These operations are particularly relevant in sectors experiencing strong growth, such as infrastructure, fintech, telecommunications, energy, mining, agribusiness and logistics. Although this operation is technically complex from a legal perspective, it is fundamentally a strategic busi - ness tool that allows companies to adapt to opera - tional realities while preserving business continuity and investor confidence. The OHADA Uniform Act relating to Commercial Companies and Economic Interest Groups (the “AUS - CGIE”) provides a harmonised framework governing this operation across OHADA member states, includ - ing Côte d’Ivoire. One of the major strengths of this framework is the legal continuity it offers during reor - ganisations, thereby reducing disruption to the com - pany’s operations, contracts and assets.
This article explores how corporate transformations operate under OHADA law, its governance implica - tions and the practical considerations businesses should anticipate when implementing such a trans - formation in Côte d’Ivoire. Transformation Under OHADA Law: More than a change of corporate form Under Article 181 of the AUSCGIE, a transformation is the operation through which a company changes its legal form by decision of its shareholders without creating a new legal entity. This principle is essential. Unlike a liquidation followed by the creation of a new company, a transformation does not terminate the company’s legal personality. The company continues to exist as the same legal entity, despite its new corporate form. This continuity produces several important conse - quences, as outlined below. • First, the transformation does not automatically ter - minate existing contracts. Commercial agreements, employment contracts, leases, financing arrange - ments and guarantees generally remain in force unless contractual provisions provide otherwise. • Second, the company retains ownership of its assets and liabilities. There is no transfer of patri - mony comparable to a liquidation process. • Third, licenses, permits and operational authori - sations may continue uninterrupted, subject, in certain sectors, to administrative notification or approval requirements.
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