Liabilities in Relation to Company Formation Under the OHADA Uniform Act Relating to Commercial Companies and Economic Interest Groups

Abstract

The OHADA company law strives to ensure that the rules relating to the formation of a company are scrupulously respected. If a company is not well formed it cannot function. The reason for this is aimed at protecting the interest of those who never took part in the constitution of the company. Liability of company administrators can result from mistakes which can either be international or unintentional, that can be seen through the disrespect of the rules relating to the formation of companies. The rule here is that those in charge of accomplishing the formalities of the creation of a company must ensure that no prejudice is cause to the shareholder or third party. This article examines the liabilities of persons involved in company formation under OHADA Company Law. Through content analysis of the OHADA Company law, it recognizes the civil liabilities of promoters/founders, directors, auditors and all those who are involved in the creation of a company. It also recognizes corporate criminal responsibility. In the domain of corporate criminal responsibility, the UA has assembled all the corporate offences relating of companies in one of its parts entitled “offences relating to companies” making it easier to access. However, a major difficulty is that these offences are not followed by their penalties in the same section. The acts merely state the offences and relate the punitive sanctions to the
criminal law of the member states without any harmonization of penalties. In these light penalties for offences relating to the formation of companies under OHADA law varies from one country to country. We, therefore, recommend harmonization of penalties relating to OHADA Company Law.