According to article 298 of the OHADA Law of 2014, the limited liability partnership shall be managed by all general partners, unless the articles of association contain a provision appointing one or more managers from among the general partners, or provide for the appointment of such manager (s) by a subsequent instrument under the same conditions and with the same powers as in a partnership.

The limited partner or partners shall not undertake any external management duty, even by virtue of a power of attorney.

In the event of an infringement of the prohibition referred to in the preceding article, the limited partner or partners shall be jointly and severally liable, along with the general partners, for the company debts and commitments deriving from management actions they carried out.

Depending on the number or the severity of such actions, they may be liable for all company commitments or only a few of them.

Opinions and advice as well as acts of oversight and audit shall not bind limited partners.

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