According to article 276 of the OHADA Law of 2014, the articles of association shall organize the management of the company.
They may appoint one or several managers, partners or not, natural persons or legal entities, or provide for the appointments in a subsequent instrument.
Where a legal entity is a manager, its management shall be subject to the same conditions and obligations and shall incur the same civil and criminal responsibilities as if they were managers on their account, notwithstanding the joint and several liabilities of the legal entity they head.
Where the management is not organized in the articles of association, all partners are deemed to be managers.
POWERS OF THE MANAGER
In dealings among partners, and absent a definition/determination of his powers in the articles of association, the manager may perform all managerial duties in the interest of the company. Where there are many managers, each has the same powers as if he was the sole manager of the company, save the right held by each of them to object to any transaction before it is concluded.
In dealings with third parties, the manager binds the company by acts falling within the company’s purpose.
Any objection made by a manager to the actions of another manager shall have no effect against third parties unless it is established that they have known thereof.
Provisions of the articles of association limiting the powers of managers as stipulated in this article shall not be enforceable against bona fide third parties.
COMPENSATION OF THE MANAGER
Unless otherwise provided by the articles of association, compensation of managers shall be set by the majority in number and the capital of the partners.
Where the manager is also a partner, the decision to fix his compensation shall be made by the majority in number and the capital of the other partners.
Resolutions taken in violation of this article or, where appropriate, derogatory clauses provided for in the articles of association, shall be null.
REMOVAL OF THE MANAGER
Where all the partners are managers, or if a managing partner is appointed by the articles of association, the removal of one of them shall be effected only unanimously by the other partners.
Such removal shall cause the dissolution of the company unless the articles of association provide for its continuation or the other partners decide so unanimously.
The dismissed managing partner may decide to withdraw from the company by requesting a refund of his partnership interests in the company whose value shall be determined, failing an agreement between the parties, by an expert appointed by the competent court ruling expeditiously.
The manager not appointed by the articles of association, whether he is a partner or not, may be removed by a decision of the majority in number and the capital of partners.
Where the manager whose removal is submitted to the vote of the partners, is himself a partner, the decision shall be made by the majority in number and the capital of the other partners.
Where the manager is removed without valid reasons, such removal may give rise to the payment of damages.
Actions or deliberations taken in violation of articles 279 and 280 paragraphs 2 and 3 of the OHADA Law of 2014 shall be null.