The founders of the company to whom the invalidity is attributable, and the directors or the general director in office at the time were incurred, may be declared jointly liable for the resulting damage suffered by shareholders or third parties due to the cancellation of the company.

Shareholders whose contributions or benefits have not been reviewed and approved may also be declared jointly liable.

The suit for liability based on the cancellation of the company shall be time-barred in the conditions outlined in article 256 of the 2014 OHADA Law.


Directors shall be individually or jointly liable to the company or third parties, either for violating the legislative or regulatory provisions applicable to public limited companies, for violating the provisions of the articles of association, or for faults committed in their management.

Where several directors participated in the same acts, the competent court shall determine each one’s contributory liability in the compensation of the damages.

Besides the suit for damages suffered personally, shareholders may, either individually, or collectively, file a derivative lawsuit against the directors.

Where they represent at least one-twentieth of the stated capital, shareholders may, in the common interest, designate, at their own cost, one or several of them to represent them, both as plaintiffs and defendants, in the derivative lawsuit.

The withdrawal of one or more of the said shareholders during the proceedings, either voluntarily, or due to the loss of shareholder status, does not affect the continuation of the said suit for liability.

The plaintiffs shall be eligible to seek compensation for the entire loss suffered by the company, if any, to which damages are awarded.

The increase of capital by issuance of shares to be paid up in cash shall be deemed completed on the date the notarial statement of subscription and payment is drawn up.

No decision of the general meeting shall have the effect of extinguishing a suit for liability against the directors or the general director, as the case may be, for wrongdoing in the performance of their duties.

The suit for liability against the directors or the general director, both derivative and individual, shall be time-barred three years after three years from the occurrence of the harmful event or if it was concealed, from its disclosure. However, when the event is considered a crime, the suit shall be time-barred after ten years.

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