According to article 270 of the OHADA Law of 2014, a general partnership is a company in which all partners are merchants and are indefinitely, jointly and severally liable for the company’s debts.

According to article 283 of the OHADA Law of 2014, all decisions which exceed the powers of the managers shall be taken unanimously by the partners.

However, the articles of association may provide that certain decisions shall be taken by a majority which they shall set.

Decisions taken in violation of this article or, where appropriate, derogatory provisions provided for in the articles of association, shall be null.
Collective decisions shall be taken at the general meeting or by written consent where the general meeting is not requested by one of the partners.

Actions or deliberations taken in violation of the preceding paragraph shall be null.
The articles of association shall define the rules governing consultation procedures, quorums and majorities. Decisions taken in violation of these rules shall be null.
Where decisions are taken in a general meeting, the such general meeting shall be called by the manager or by one of them at least fifteen (15) days prior, by hand-delivered letter against a receipt, by registered mail with request for acknowledgement of receipt, by fax or electronic mail. Notices by fax and electronic mail shall be valid only where the partner has given his written consent before, and provided his fax number or email address, as the case may be. He may, at any time, expressly request the company by registered mail with a request for acknowledgement of receipt stating that the aforementioned means of communication be replaced in the future by postal mail.
The notice of the meeting shall state the date, the venue and the agenda of the general meeting.
Any general meeting improperly called may be cancelled. However, the action for invalidity shall not be admissible when all partners were present or represented.
The minutes shall be signed by each of the partners present or represented.

In the event of written consent, it shall be stated in the minutes to which shall be appended the response of each partner and signed by the managers.

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