According to article 269-1 of the OHADA Law of 2014, The articles of association of public limited companies that do not make public offerings and of simplified public limited companies may stipulate that the stated capital may likely either be increased by further payments of members or by the admission of new members or decreased by partial or total return of contributions made.
Companies, whose articles of association contain such provisions, shall be governed by the provisions of this book irrespective of regulations specific to them.
Where the company uses the option stipulated in article 269-1 of the law, that election shall be stated in all the instruments and documents from the company established for third parties, by adding the following words to the company form “open-end capital”.
By exception to the provisions of this uniform Act, the articles of association of companies with an open-end capital shall organize the terms of subscription, payment, and return of contributions.
Instruments recording capital increases or reductions carried out by the conditions stipulated in article 269-1 of the law, or withdrawals of members, other than managers or company management of simplified public limited companies are not subjected to the formalities of filing and publication resulting from article 269-6 of the same law.
The provisions relating to the right to objection by creditors in the event of a reduction of capital not motivated by losses are inapplicable.
The articles of association may grant either the company management or the general meeting or the community of members the right to object to the transfer of securities on the company records. Any transfer carried out in violation of the right to objection stipulated in the articles of association shall be null.
The articles of association shall determine an amount below which the capital cannot be reduced by the return of contributions authorized by article 269-1 of the law.
Such amount may not be less than one-tenth of the stated capital stipulated in the articles of association or less than the minimum amount of capital required to form a company contemplated, by the provisions governing it.
Any reduction of capital beyond the limit prescribed by the articles of association shall be null.
Unless otherwise agreed and except as provided for in the first paragraph of article 269-5 of the same law, each member may withdraw from the company at any time.
It may be stipulated that the general meeting or the community of members shall have the right to decide, at the majority set by the articles of association that one or several partners shall cease to be part of the company. Any deliberation or decision taken in violation of the majority rules set forth by the articles of association shall be null.
The member, who ceases to be part of the company, either willingly, or by the decision of the general meeting or the community of members, shall remain liable for five (5) years, to members and third parties for all obligations existing at the time of his withdrawal. The member shall only remain bound within the limits of the amounts that have been returned to him before his departure.
The company shall not be dissolved either due to the death or withdrawal of a member, by a decision pronouncing its liquidation, by a measure prohibiting the exercise of commercial activity, or by a measure of legal incapacity pronounced against one of the members. It shall continue automatically between the other members.