The quest to expand to new markets, to engage in public call for capital, to manage company debts and liabilities and to benefit from specialist knowledge can lead to corporate transformation.

Corporate transformation according to the OHADA Law entail the change of status and form of a company such as a private limited company being transformed to a public limited company. Transformation of a company shall give rise to:

  • An insertion in a newspaper empowered to publish legal notices in the contracting state of the registered office and as the case may be in the contracting states where a public call for capital is made,
  • Deposit at the registry of the competent court in charge of commercial matters of the contracting state of the registered office two copies of the minutes which decided on the transformation and of the decision to appoint the members of new organs of the company,
  • An entry of the amendments in the company registry.

The new articles of association, the declaration of regularity and conformity and as the case may be two copies of the report of the auditor shall be submitted.

Transformation peculiar to a private limited company

A private limited company may be transformed into another type of company. This transformation shall not give rise to a new corporate body.

The company may not be effectively transformed unless at the time of the proposed transformation, the shareholders equity in the private limited company is at least equal to its registered share capital and where the company has drawn up the balance sheet for its first two fiscal years and they have them approved by the partners.

The auditor of the company also has a mandatory responsibility to be fulfilled for transformation to be complete.

Transformation peculiar to a public limited company

Any public limited company may be transformed into another form of company where at the time of transformation, it has been incorporated for at least two years and where it has drawn up the balance sheet of its first two fiscal years of operation, and has them approved by its shareholders.

The decision to transform the company shall be taken upon a report of the auditor of the company.

The transformation decision shall be subject to publicity under the conditions laid down by the uniform act.

The transformation of a public limited company into a partnership shall be ordered unanimously by the shareholders.

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