According to article 293 of the OHADA Law of 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.
Provisions relating to partnerships shall apply to limited liability partnerships subject to the rules outlined in this uniform Act.
The limited liability partnership shall be given a name which shall be immediately preceded or followed by the word “limited partnership” written in legible characters or by the abbreviation “L.P.”.
The name of a limited partner may never be incorporated into the company name, failing which the latter shall be jointly and severally liable for company debts.
The articles of association of the limited liability partnership shall necessarily contain the following information:
1) The amount or value of contributions of all the partners;
2) The share within this amount or value that belongs to the general partner or the limited partners;
3) The overall share of the general partners and the share of each limited partner in the distribution of profits and the liquidation surplus.
Equity interests may be transferred only with the consent of all the partners.
However, the articles of association may provide that:
1) Interests held by limited partners shall be freely transferable between partners;
2) Interests held by limited partners may be transferred to third parties outside the company with the consent of all the general partners and the majority in number and in the capital of the limited partners;
3) A general partner may transfer a fraction of his interests to a limited partner or a third party outside the partnership with the consent of all the general partners and the majority in number and the capital of the limited partners.
Any transfer of interests made in breach of the first paragraph of this article or, where applicable, provisions of the articles of association by the second paragraph of this article shall be null.
The transfer of shares shall be recorded in a written document.
It shall be enforceable against the company only after the completion of one of the following formalities:
1) Notice of transfer to the company served by a bailiff;
2) The company’s acceptance of the transfer by an authentic act;
3) Filing of an original copy of the transfer deed at the headquarters against receipt from the manager of a certificate of deposit.
It shall be enforceable against third parties only after completion of this formality and after publicity by filing with the registry of commerce and securities.