According to article 293 of the OHADA Law 2014, a 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.
According to article 302 of the OHADA Law of 2014, all decisions that exceed the powers of the managers shall be taken collectively by the partners.
The articles of association shall set consultation mechanisms, by meetings or written consent, as well as quorum and majority rules. Decisions taken in violation of such provisions of the articles of association shall be null.
However, the meeting of all partners shall be automatic where it is requested either by a general partner or by one-quarter in number and the capital of the limited partners.
Where decisions are taken in a general meeting, such meeting shall be called by the manager (s) 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 if the partner has given his prior written consent, and provided his fax number or email address, as the case may be. He may, at any time, request expressly to the company by registered mail with a request for acknowledgement of receipt that the aforementioned means of communication be replaced in the future by postal mail.
The notice of the meeting shall indicate the date, venue and agenda of the meeting.
Any meeting improperly called may be cancelled. However, the action for invalidity shall not be admissible when all partners were present or represented.
Minutes shall be signed by each of the partners present.
In the event of written consent, it shall be stated in the minutes which shall be appended to the response of each partner and that is signed by the managers.
Amendments to the articles of association shall be decided with the consent of all general partners and the majority in number and the capital of limited partners.
Any decision taken in violation of this article shall be null.