What is OHADA Law? A Practical Guide to the Uniform Acts

What is OHADA law?

OHADA — the Organisation pour l'Harmonisation en Afrique du Droit des Affaires (Organization for the Harmonization of Business Law in Africa) — is a treaty-based body that produces a single, directly applicable body of business law across its member states. It was created by the Treaty of Port-Louis in 1993 and revised in Québec in 2008.

Rather than relying on each country to legislate separately, OHADA's Uniform Acts are adopted by the Council of Ministers and apply directly in every member state. Article 10 of the Treaty makes them override conflicting national law on the same subject. The result: a company in Douala, Abidjan, Dakar or Kinshasa is governed by the same company law, accounting standards and debt-recovery procedures.

The 17 OHADA member states

OHADA covers most of francophone West and Central Africa, plus Guinea-Bissau (lusophone) and Equatorial Guinea (hispanophone):

Benin
Burkina Faso
Cameroon
Central African Republic
Chad
Comoros
Republic of the Congo
Democratic Republic of the Congo
Côte d'Ivoire
Equatorial Guinea
Gabon
Guinea
Guinea-Bissau
Mali
Niger
Senegal
Togo

Together these jurisdictions represent more than 250 million people and a combined GDP of over USD 700 billion — making OHADA one of the largest harmonized commercial-law zones in the world.

The OHADA Uniform Acts

Ten Uniform Acts are currently in force. Each one replaces the corresponding national law in every member state:

General Commercial Law (AUDCG) — Defines who is a trader, the rules for the Trade and Personal Property Credit Register (RCCM), commercial leases, intermediaries and commercial sale of goods.
Commercial Companies and Economic Interest Groups (AUSCGIE) — The core company law: forms (SA, SARL, SAS, SNC, SCS), share capital, governance, mergers, and shareholder rights.
Securities Law (AUS) — Sureties and guarantees — personal guarantees, pledges, mortgages and the regime for security agents.
Simplified Recovery Procedures and Enforcement Measures (AUPSRVE) — Fast-track debt recovery, payment injunctions, seizures and enforcement against debtors.
Collective Proceedings for Wiping Off Debts (AUPCAP) — Insolvency, preventive settlement, judicial recovery and liquidation of distressed companies.
Arbitration (AUA) — Arbitration of commercial disputes; recognition and enforcement of arbitral awards across all member states.
Accounting Law and Financial Reporting (AUDCIF / SYSCOHADA) — The SYSCOHADA chart of accounts and IFRS-aligned reporting framework used by every OHADA company.
Carriage of Goods by Road (AUCTMR) — Liability and documentation regime for road freight between and within member states.
Cooperative Companies (AUSC) — Formation, governance and dissolution of cooperative societies.
Mediation (AUM) — Framework for institutional and ad-hoc mediation, and enforcement of settlement agreements.

Institutions: the CCJA, ERSUMA and the Council of Ministers

Three institutions keep OHADA running:

Common Court of Justice and Arbitration (CCJA), in Abidjan — the supreme court for OHADA matters and the administering body for OHADA arbitration. Its rulings are directly enforceable in every member state.
Council of Ministers — adopts new and revised Uniform Acts.
ERSUMA (Regional Higher School of Magistrates), in Porto-Novo — trains judges and legal practitioners on OHADA law.

What this means for your business

If you operate in one or more OHADA states you should expect to:

Incorporate under one of the OHADA company forms — most commonly SARL, SA or SAS.
Register with the local RCCM (Trade and Personal Property Credit Register).
Keep books under the SYSCOHADA accounting framework and file annual financial statements.
Use OHADA-compliant security instruments when borrowing or granting credit.
Resolve cross-border disputes through OHADA arbitration when contracts so provide.

Common pitfalls

Treating OHADA as "francophone law" only — Guinea-Bissau and Equatorial Guinea are full members, and the Uniform Acts apply regardless of the working language.
Importing templates from outside OHADA (US, UK, French domestic) without adapting share capital, governance and security rules.
Filing accounts under IFRS only — SYSCOHADA presentation is still required for most entities.
Missing RCCM filings after incorporation: changes to directors, share capital and registered office must be filed within strict deadlines.

Frequently asked questions

What does OHADA stand for?

OHADA is the Organisation pour l'Harmonisation en Afrique du Droit des Affaires — the Organization for the Harmonization of Business Law in Africa. It was created by the Treaty of Port-Louis in 1993 and revised in Québec in 2008.

Which countries are OHADA member states?

Seventeen states across West and Central Africa: Benin, Burkina Faso, Cameroon, Central African Republic, Chad, Comoros, Republic of the Congo, Democratic Republic of the Congo, Côte d'Ivoire, Equatorial Guinea, Gabon, Guinea, Guinea-Bissau, Mali, Niger, Senegal and Togo.

Does OHADA law override national law?

Yes. Article 10 of the OHADA Treaty makes the Uniform Acts directly applicable and binding in member states, and they override conflicting prior or subsequent national legislation on the same subject.

What court interprets OHADA law?

The Common Court of Justice and Arbitration (CCJA), based in Abidjan, is the supreme court for matters governed by the Uniform Acts and administers OHADA arbitration.

Which company forms exist under OHADA?

The main forms are the Société Anonyme (SA), Société à Responsabilité Limitée (SARL), Société par Actions Simplifiée (SAS), Société en Nom Collectif (SNC), Société en Commandite Simple (SCS) and the sole-shareholder variants (SASU, SARLU, SAU).

How ALECS helps

ALECS is built natively for OHADA. Our AI legal assistant is trained on the Uniform Acts and national implementing texts, our business platform handles OHADA-compliant incorporation, RCCM filings and SYSCOHADA-ready templates, and our lawyer marketplace gives you bar-verified counsel in every member state when you need a human in the loop.

Start an OHADA incorporation Find an OHADA lawyer