Stated capital
Unless otherwise provided for by a national legislation, the amount of stated capital shall be one million (1,000,000) CFA Francs at least. It shall be divided into equal equity interests whose nominal value is not less than five thousand (5,000) CFA Francs.
Equity interests must be subscribed in full by the members. They shall be paid in full when they represent contributions in kind.

Equity interests representing contributions in cash shall be paid upon subscription of the capital by at least half of their nominal value.

The payment of surplus shall be made once or by installments within a period of two (2) years from the registration of the company with the registry of commerce and securities, pursuant to the terms provided in the articles of association.
Valuation of contribution in kind
The articles of association shall necessarily contain the valuation of each contribution in kind and a description of special benefits granted as well as, where appropriate, their appraisal.

The valuation of contributions in kind shall be carried out by a contribution auditor where the value of the contributions in kind under consideration, or the value of the overall contributions in kind in question exceeds five million (5,000,000) CFA Francs.

The evaluation of special benefits shall be necessarily carried out by a contributions auditor.

The contributions auditor, selected from a list of auditors in accordance with procedures set forth in articles 694 of the OHADA Law of 2014, shall be appointed unanimously by the future members or, failing that, by the competent court at the request of the founders of the company or of one of them.

The contributions auditor shall prepare, under his professional responsibility, a report to be appended to the articles of association. Such report shall describe each contributions in kind and/or special benefits, as applicable, state the valuation method and the reasons therefor. He shall certify that the value of the contributions is in line with, at least, the nominal value of equity interests to be issued.

In the event the value of special benefits could not be established, the contributions auditor shall weigh their consistency and their impact on the members’ situation.

Where there was not a contributions auditor or where the value allocated is different from that proposed by the contributions auditor, the members shall be jointly and severally liable to third parties for the value allocated to contributions in kind for five (5) years.
The obligation to provide guarantees pertains only to the value of contributions at the time the capital is being constituted or during a capital increase and does not pertain to the maintenance of the said value.
Deposit of proceeds and availability
Funds received in payment of equity interests shall be immediately deposited by the founder in a bank or any other duly accredited credit or microfinance institution, against a receipt, on an account opened in the name of the company being formed, or with a notary’s office.

The payment of equity interests and the deposit of the funds shall be recorded in the articles of association.
Unless otherwise provided for in the national legislations, the payment and deposit of the funds shall be recorded by a notary within the jurisdiction of the headquarters in a notarial statement of subscription and payment listing subscribers with their last and first names, domicile for natural persons, company name, legal form and headquarters for legal entities, as well as the bank domiciliation of all interested parties and, where applicable, the amount of money paid by each of them.

Funds thus deposited shall be unavailable until the day of the registration of the company with the registry of commerce and securities. Effective that day, they shall be made available to the manager(s) duly appointed by the articles of association or by a subsequent instrument.

In the event the company is not registered with the registry of commerce and securities within a period of six (6) months from the initial deposit of funds at a bank, or at any other duly accredited credit or microfinance institution, or at a notary’s office, the contributors may, either individually, or collectively through an agent, petition the competent court for the authorization to withdraw the amount of their contributions

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