OHADA: A Distinctive Legal Space for Business in Africa
Created by the Treaty signed in Port Louis on 17 October 1993 and revised in Quebec on 17 October 2008, OHADA was designed as a legal integration project intended to promote legal certainty and strengthen investor confidence across a significant part of Africa. Its seventeen Member States — Benin, Burkina Faso, Cameroon, the Central African Republic, Chad, the Comoros, Congo, Côte d’Ivoire, the Democratic Republic of Congo, Equatorial Guinea, Gabon, Guinea, Guinea-Bissau, Mali, Niger, Senegal and Togo — chose to replace fragmentation in business law with a common and modern legal framework. In that respect, OHADA remains one of the most successful examples of legal harmonization on the continent.
Institutionally, OHADA combines legislative coordination, judicial supervision and professional training within a single architecture. Its principal bodies include the Conference of Heads of State and Government, the Council of Ministers, the Permanent Secretariat, the Common Court of Justice and Arbitration (CCJA), and ERSUMA. The system derives much of its strength from the fact that the Uniform Acts adopted under the Treaty are binding and directly applicable throughout the Member States, while national courts apply OHADA law in the first instance and the CCJA ensures consistency in its interpretation across the Treaty area.
The scope of harmonization is substantial. OHADA law governs key areas of business law including general commercial law, commercial companies, security interests and personal guarantees, debt recovery and enforcement measures, insolvency law, arbitration, mediation, accounting and financial reporting and contracts for the carriage of goods by road. For businesses and their advisers, the practical consequence is significant: across multiple jurisdictions, many of the rules relevant to structuring, financing, enforcement and dispute resolution now form part of a shared supranational framework rather than a purely domestic one.
In company law, OHADA lays down detailed rules on the formation, governance, restructuring and dissolution of commercial companies, dealing with matters such as corporate forms, shareholders’ rights, directors’ powers and group structures. In insolvency law, it provides a coherent framework for preventive proceedings, judicial reorganization and liquidation, with a view to addressing financial distress in an orderly manner while balancing the interests of debtors and creditors. In arbitration, OHADA combines a modern legal framework with an institutional mechanism through the CCJA, thereby offering both substantive rules and a regional judicial anchor. What these areas have in common is that, although they belong to a specifically African legal framework, they remain readily understandable to lawyers trained in French law, as they draw on legal categories, drafting techniques and conceptual approaches that are often comparable to those found in French company law, insolvency law and arbitration law.
Outside those harmonized fields, civil law in the broader sense remains primarily a matter for each Member State. Even so, the broader legal culture of the OHADA space remains closely legible to lawyers trained in French law: many OHADA concepts, methods of reasoning and drafting techniques reflect a codified tradition that remains familiar from a French private-law perspective. In practical terms, a number of core OHADA concepts are therefore similar to those used in French law, even where the texts and institutional framework are distinct.
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For more information on the above, please contact Philippe de Richoufftz (richoufftz@lext.fr), Pauline Coune (pauline.coune@lext.fr) or Kammal Machkokot (machkokot@lext.fr).
This article is based on publicly available information and given for informational purposes only. It is not intended as legal advice or as a comprehensive analysis of the matters referred to herein.
