According to article 106 of the 2014 OHADA Law, acts and undertakings by the founders on behalf of the company under formation, before it is formed, shall be communicated to members before the signing of the articles of association if the company does not make a public offering, or otherwise, during the general organization meeting.
Such acts and undertakings shall be described in a document entitled “Statement of acts and undertakings on behalf of the company under formation” with indications of, for each of them, the nature and scope of the company’s underlying obligations should it decide to take them over.
In case of companies formed without an organization meeting, the statement of acts and undertakings referred to in the preceding article shall be annexed to the articles of association. The signature, by the members, of the articles of association and such statement, is a ratification, by the company, of the acts and undertakings listed in the statement upon its registration with the registry of commerce and securities.
Acts and undertakings on behalf of the company under formation may also be taken over by the company, after its incorporation, provided that they are approved by the ordinary general meeting under the conditions outlined in this uniform Act for each form of the company unless otherwise provided for in the articles of association. The meeting shall be fully informed of the nature and scope of each of the acts and undertakings being proposed to be taken over by the company. Individuals who have undertaken such acts and commitments shall not vote and their votes shall not be taken into account in calculating quorum and majority.
In case of companies formed by an organization meeting, acts and undertakings on behalf of the company under formation shall be subject to a special resolution passed during the organization meeting under conditions provided for in this Uniform Act.
Acts and undertakings taken over by a duly formed and incorporated company shall be deemed to have been carried out from the onset.
Acts and undertakings which have not been taken over by the company, under the conditions provided for in this Uniform Act, shall not be binding to the company, and the people who have made them shall be held jointly and severally liable for their underlying obligations