The ohada law has provided for a number of types of companies where the shareholders or some of them have unlimited liability. These companies are however rarely registered by investors and founders. They are as follows;
Société en nom collectif or SNC: This is a kind of private partnership which per Article 270 of the Uniform Act of Ohada is a company where all the shareholders have commercial status and have unlimited joint and several liability for the company’s debts. There is no minimum or maximum number of shareholders. The registered capital of an SNC is represented by shares of equal nominal value, which may be transferred only with the unanimous consent of the shareholders.
Société en commandite simple or SCS: This is a kind of a sleeping partnership in which there are two categories of shareholders. Shareholders in the first category are definitely, jointly and severally liable for the company debts. They are the shareholders described as “active partners”. The second category of shareholders in this company is “sleeping partners” who are liable for the company’s debts only up to the limit of their contribution to the capital. The name of a sleeping partner must not be used as part of the company’s name.
Société en participation: This is a company in the form of a joint venture where partners agree that it will not be registered with the RCCM and will not have its own corporate personality. Such a company cannot;
– Have a registered office, a corporate name or its own assets and liabilities,
– Enter into a contract,
– Be subject to collective insolvency proceedings,
– Be a party to court proceedings.
Société de fait: This is a company in which two or more individuals or corporate bodies act as if they were in partnership without having properly formed between themselves one of the companies recognized by the Ohada law. This type of company arises when;
– A company recognized by the Ohada Uniform Act has been created but the requisite incorporation formalities have not been complied with;
– A company recognized by the Uniform Act has been properly created but has not been registered with the RCCM; or
– A company of a type not recognized by the Uniform Act has been created.
N/B Any interested party may ask the court to confirm the existence of a Société de Fait. If the court does so, the rules applicable to the shareholders of an SNC are then applicable to the partners.