The legal implication for founders when it concerns a company which is fully formed is quite different from when the company is fully formed and registered. The founder cannot benefit from protection by the company when it is not registered.

A company shall be deemed to be under formation where it has not yet been incorporated.

A company shall in accordance with the OHADA Law be deemed to be formed from the date of signature of its articles of association prior to its registration and the existence of the company shall not be demurrable to third parties. However, third parties may avail themselves of the existence of the company.

All persons who actively participate in transactions leading to the formation of a company shall be deemed to be founders thereof. Their role shall begin with the first transactions or with the performance of the initial acts for the purpose of setting up the company and end on the date on which the articles of association are signed by all the partners or the sole proprietor.

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