Company security means any class or series of equity or voting interest in the company, including common shares and the voting share.
According to 51 of the OHADA Law of 2014, the company shall issue securities in return for contributions made by members. They represent the rights of the members and shall be referred to as shares in public limited companies and equity interests in other companies.
Securities are movable property.
Rights and obligations attached to securities
Securities shall confer to their holders:
1) A right to profits made by the company whenever their distributed have been decided;
2) A right to net assets of the company at their distribution, at the dissolution of the company dissolution or in connection with the reduction of its capital;
3) Where applicable, the obligation to contribute to company losses under the conditions laid down for each type of company;
4) The right to participate in and vote on the members’ collective decisions, unless otherwise provided for in this uniform Act for certain categories of securities.
Unless otherwise provided for by the articles of association or otherwise provided for by this uniform Act, rights and obligations of each member, referred to in article 53 of the Law shall be proportional to the amount of his contributions, whether they are made at the formation of the company or during the life of the company.
However, provisions attributing to a member the totality of profits made by the company, or exempting him from all liabilities for losses, as well as those excluding a member from sharing in the profits or charging all losses to a member, are deemed unwritten.
The rights referred to in article 53 shall be exercised under the conditions laid down for each type of company. These rights may only be suspended or repealed by express provisions of this uniform Act.
Nominal value
Securities of the same category issued by a company shall have the same nominal value.
Negotiability – Transferability
Equity interests are transferable. Shares are transferable or negotiable.
Public limited companies issue negotiable securities.
The issuance of such securities is prohibited for companies other than those referred to in the first paragraph of this article. They are also prohibited to guarantee an issuance of negotiable securities. All contracts entered into, securities issued or guarantees granted in violation of the provisions of this paragraph shall be null.
In all cases where this uniform Act provides for the transfer of a member’ securities, or their repurchase by the company, the value of such securities shall be determined, failing mutual agreement between parties, either by a designated expert, or by the parties, or failing agreement between them, by a decision of the competent court ruling expeditiously.
Ownership of securities by a single member
In the case of companies whose sole proprietorship is not authorized by this uniform Act, the ownership of all securities by a single member shall not entail the automatic dissolution of the company. Any interested party may petition the competent court for such dissolution if the situation is not regularized within a period of one (1) year. The competent court may grant the company a maximum period of six (6) months to regularize the situation. It may not order the dissolution where on the day of ruling on the merits of the case, the situation gets regularized.