According to article 854 of the OHADA Law of 2014, a consortium is an entity in which partners agree that the company shall not be registered with the register of commerce and securities. It does not have a legal personality and is not subject to publicity.
The existence of the consortium may be proved by any means.
Partners shall agree freely on the company purpose, duration, conditions of functioning, rights of partners, the end of the consortium provided that there is no derogation of mandatory rules of the common provisions to companies, with the exception of those relating to the legal personality.
RELATIONS BETWEEN PARTNERS
Unless a different organization has been projected, relations between partners shall be governed by the provisions applicable to partnerships.
Assets necessary for the company activity shall be made available to the manager of the company. However, each partner remains the owner of the assets he avails to the company.
Partners may decide to commit some assets in joint ownership without the right of survivorship or that one of the partners shall be, with respect to a third party, owner of all or part of the assets that it acquires for the fulfillment of the company purpose.
Are deemed joint assets between partners, assets acquired for investment or re-investment of undivided resources during the useful life of the company, as well as those that were joint before being put at the disposal of the company.
The same shall apply to assets the partners agreed to commit to joint ownership without right of survivorship.
Unless otherwise provided in the articles of association, no partner may request to partition joint assets as long as the company is not dissolved.
RELATIONS WITH THIRD PARTIES
Each partner acts in its own name and shall be solely liable to third parties.
However, where partners act expressly in their capacity as partners towards third parties, each of those who were involved, shall be liable for the commitments of the others.
Obligations subscribed under these conditions shall commit them jointly and severally.
The same shall apply to the partner who, by his interference, gave the impression to the other contracting party that he intended to commit itself to that party and there is evidence that the committee has turned to its advantage.
The consortium shall be dissolved by the same events that end a partnership.
The partners may, however, agree through the articles of association or in a subsequent document that the company shall continue its operations in spite of such events.
Where the company is of indefinite duration, its dissolution may occur at any time after notification, by hand-delivered letter against a receipt or registered mail with a request for acknowledgment of receipt, addressed by one of the partners to all the others, provided that this notification is made in good faith and not made at an inopportune moment.