OHADA Commercial and Company Law

Organisation over 20 weeks

Four 5-week blocks (4 weeks of classes, 1 week of assessment). The two course units are taken unchanged from the original degree: same content, same assessments.

• Blocks 1 and 2 (weeks 1 to 10): CTT 412 — Law of Obligations and General Commercial Law
• Blocks 3 and 4 (weeks 11 to 20): SOC 413 — Law of Commercial Companies, Economic Interest Groupings and Cooperatives

CTT 412 - Law of Obligations and General Commercial Law

To give the business lawyer a command of the general law of obligations and of general commercial law, which underpin all subsequent transactions. The key issue is knowing, for each question, whether the rule falls under the Code des obligations civiles et commerciales (Civil and Commercial Obligations Code) or under an OHADA Uniform Act.

Learning outcomes

• Apply the COCC law of obligations to the formation, performance and non-performance of business contracts.
• Determine, for a given question, whether the national rule has been replaced by OHADA law.
• Classify a person's activity (trader, entreprenant, non-trader) and derive the resulting obligations.
• Secure the operation of a business (fonds de commerce) and the professional lease.

Content

• Code des obligations civiles et commerciales: first part adopted by loi n°63-62 du 10 juillet 1963; advanced study, the basics being assumed from the Bachelor's degree: negotiation and sensitive clauses in business contracts, non-performance, liability; consolidated version to be checked.
• Replacement of part of the COCC by OHADA law: method for determining the applicable rule.
• Acte uniforme portant sur le droit commercial général (Uniform Act on General Commercial Law; Lomé, 15 December 2010): trader, entreprenant, accounting and declaration obligations.
• Registre du commerce et du crédit mobilier (Trade and Personal Property Credit Register): registration, declarations, entries.
• Business (fonds de commerce): composition, sale, lease management (location-gérance); professional lease: conclusion, renewal, termination.
• Limitation periods and evidence in commercial matters.

Assessment: Continuous assessment (40%): practical cases. Written final examination (60%): legal opinion on a case combining the law of obligations and general commercial law.

SOC 413 - Law of Commercial Companies, Economic Interest Groupings and Cooperatives

To enable the learner to choose a form of business grouping, draft its articles of association, complete its formalities and monitor its corporate life, from the economic interest grouping (GIE) to the public limited company, including cooperative societies.

Learning outcomes

• Compare the OHADA company forms and recommend the one best suited to a project.
• Draft articles of association and a shareholders' agreement consistent with the founders' project.
• Organise governance and draw up the minutes of corporate bodies.
• Analyse shareholders' rights and conflicts between shareholders and managers.

Content

• Acte uniforme relatif au droit des sociétés commerciales et du groupement d'intérêt économique (Uniform Act on Commercial Companies and Economic Interest Groupings; revised on 30 January 2014): common provisions, incorporation, nullity.
• Company forms: SNC, SCS, SARL, SA, SAS, société en participation (joint venture), GIE; selection criteria.
• Governance: management and administrative bodies, general meetings, related-party agreements, statutory audit; drafting minutes.
• Shareholders' rights: information, voting, dividends, transfer of shares, approval clauses; abuse of majority and of minority.
• Acte uniforme relatif au droit des sociétés coopératives (Uniform Act on Cooperative Societies; Lomé, 15 December 2010): formation and operation.
• Criminal penalties provided for by the Uniform Act: division between community-level offences and national penalties.

Assessment: Continuous assessment (50%): complete incorporation file (articles of association, shareholders' agreement, formalities) for a fictitious project. Written final examination (50%): practical case on governance and conflict between shareholders.

Career opportunities

In-house lawyer, officer responsible for company formation and corporate legal follow-up, legal adviser to business founders.

At your own pace: the self-paced pathway

In a class, this certificate takes 20 weeks, on the cohort's dates. On the self-paced pathway, you start whenever you like, online, and progress at your own pace. The price is the same.

Admission

Bachelor's degree in law or a related field (management, economics), or legal experience in a company assessed on application; the basics of the law of obligations are assumed. Admission based on application; detailed requirements set by the school.

The credits you earn are recognised without further assessment if you later join the programme they come from, Professional Master's degree in Business Law, within a period set by the certificate regulations.