The provisions of articles 670 to 683 of the OHADA Law of 2014 apply to the demerger.
Where the demerger has to be carried out through contributions to new public limited companies, each of the new companies may be formed without any contributions other than those of the demerged company.
In this case and if the shares of each of the new companies are allotted to the shareholders of the demerged company proportionally to their rights in the capital of this company, there shall be no need to prepare the report referred to in article 672 of the law.
In all cases, the draft articles of association of the new companies shall be approved by the extraordinary general meeting of the demerged company. New companies formed in violation of this paragraph shall be null.
There shall be no need to approve the transaction at the general meeting of each of the new companies.
The proposed demerger shall be submitted to the meetings of bondholders of the company being split unless a refund of bonds is offered at their demand. The demerger carried out in violation of this paragraph shall be null.
Where bonds are to be reimbursed on demand, companies benefiting from contributions resulting from the demerger shall be joint debtors of bondholders that demand to be reimbursed.
The proposed demerger is not to be submitted to the meetings of bondholders of the companies to which assets are assigned. However, the meeting of bondholders may authorize the representatives of the group of bondholders to object to the demerger, under the conditions and effects stipulated in article 681 of the law.
Companies benefiting from contributions resulting from the demerger shall be joint debtors of bondholders and creditors that are not bondholders of the company being split instead of the latter, without such substitution entailing novation on their part.
Notwithstanding the provisions of article 688 of the law, it may be stipulated that companies benefiting from the demerger shall only be liable for the portion of the liabilities of the company being split to be borne by them up to the portion respectively imposed on them and without solidarity among them.
In this case, creditors that are not bondholders of the participating companies may object to the demerger under the conditions and effects stipulated in Article 679 of the OHADA Law.