Mergers, Spin-offs and partial business transfers are regulated by the Ohada law on commercial companies and economic interest groups. The provisions regulating such restructuration operations are applicable to companies in the same member state and also to cross-border restructuring operations between companies in several member states. The Ohada law has therefore provided for regulations with the aim to provide significant simplification in the conduct of such operations.
A merger according to the ohada law is a transaction whereby two companies join to form a single company either by the creation of a new company or by the absorption of one company by the other.
A spin-off according to the Ohada law is a transaction whereby a company’s assets and liabilities are shared out among several existing or newly created companies.
A partial business transfer is defined as a transaction whereby a company contributes an autonomous division of its activities to another existing or newly created company.
The legal regimes applicable to all three types of restructuring are very similar.