According to article 293 of the revised OHADA Law of 2014, the limited liability partnership is a partnership in which one or more partners jointly and severally liable for the company debts, referred to as “general partners”, coexist with one or more partners liable for the company debts up to the limit of their contributions referred to as “limited partners” or “limited liability partners”, and whose capital is divided into partnership interests.
Limited partners and general partners who are not managers shall be entitled to inspect, twice (2) a year, the company books and records and to ask questions in writing on the management of the company, which must receive also written responses.
END OF THE LIMITED LIABILITY PARTNERSHIP
The company shall continue to operate despite the death of a limited partner. In the event it is provided that despite the death of one of the general partners, the company continues with its heirs, the latter shall become limited partners when they are unemancipated minors.
Where the deceased partner was the sole general partner and if his heirs are then unemancipated minors, he shall be replaced by a new general partner, or the company shall be transformed within one (1) year from the death.
Failing this, the company is automatically dissolved at the expiration of the deadline prescribed in the preceding paragraph.