Article 10 noone shall carry out a commercial activity, directly or through an intermediary, if subject to. Organization for the harmonization of business law in africa ohada the uniform acts in brief. A revised uniform act on commercial companies and economic interest groups the revised uniform act was adopted on 30 january 2014 by the ohada council of ministers. Ohada uniform act relating to commercial companies and.
General principles of commercial law provides non law students with a succinct exposition of the general principles of commercial law. The ohada organisation pour lharmonisation en afrique du droit des affaires treaty is one of the legal reforms in africa aimed at promoting a stable business environment and the expeditious resolution of disputes, by harmonising commercial law within its seventeen 17 member states with a set of uniform acts. Organizing simplified recovery procedures and measures of execution. It is concerned with a critical analysis of the concept of conformity of goods under a contract of sale in the ohada uniform act on general commercial law uagcl. Publication of a new uniform act on accounting law and. The revised ohada uniform act on security law has been adopted on 15 december 2010, but it became effective in each of the then 16 member states on 16 may 2011 it specifies that the security granted before 16 may 2011 will continue to be governed by the former uniform act on security dated 17 april 1997.
This paper sets out to critically explore the consistent scheme put in place by the organization for the harmonization of business laws in africa ohada, in its uniform act on general commercial law in determining the remedies available to the commercial buyer of goods for breach of the sellers duty of conformity of goods to the. Ohada revises uniform act on commercial companies and gie. All of the contracting states to the treaty are subject to this act, which was revised on 30 january 2014. Besides, every trader shall be subject to the laws which are not contrary to. U n o ff i c i a l t r a n s l a c t i o n act, ormeansto act, usuallyandprofessionally on behalf of another person,merchantor not, in order to conclude a legal act of commercial nature with a third party. Nevertheless, there is still room for national legislations of the member states in the areas where nonregulated by a uniform act. December 15, 2010 in lome togodate of publication in the ohada official gazette. Complete book summary for cla1501, commercial law offered at unisa at first year level. Presentation of the cooperation between ohada and unidroit preliminary draft ohada uniform act on contract law and explanatory notes ouagadougou colloquium 1517 november 2007. The ohada uniform act on accounting law and financial reporting uaafr, adopted by the council of ministers of ohada on january 26, 2017 in brazzaville congo, was published in the official gazette of the organization on february 15, 2017. This article applies to a transaction to the extent that it is governed by another article of the uniform commercial code. Electronic library on international commercial law and the cisg. Remedies for the sellers liability for nonconformity of.
A commercial company may also be formed, as provided by this uniform act, by a single person, referred to as a sole proprietor, on the basis of a written document. The unidroit principles and legal certainty of commercial transactions in the preliminary draft ohada uniform act on contract law. Conformity of goods to the contract of sale under the. Uniform act the act on the law of companies and groups of economic interest for. Deadline for harmonizing corporate articles of association is approaching.
The ohada insolvency law is derived primarily from the uniform act of 10 april 1998. The stated capital shall be divided into equity interests or shares according to the typeof the company. The main uniform acts are currently under revision and two amended uniform acts relating respectively to general commercial law and to security interests have. Uniform act organizing and harmonizing the undertakings accounts in ohada member countries. The sellers liability for the nonconformity of goods in. The ohada uniform act relating to general commercial law book v deals with many issues that go beyond mere sales law by addressing the broader area of contract law. Legal profession uniform law application act 2014 no 16 nsw contents page 27 right of appeal about early assessment of suitability for a compliance certificate 106 28 provisions relating to appeals 106 division 4 miscellaneous 29 accreditation of law courses and providers of practical legal training 107 chapter 3 legal practice part 3. Revised uniform act on companies global legal monitor. This article primarily deals with the law under the organization for the harmonisation of business laws in africa ohada. This site is maintained for the illinois general assembly by the legislative information system, 705 stratton building, springfield, illinois 62706. Ohada revises uniform act on commercial companies and gie the uniform act on the commercial companies law and the gie economic interest group of 17 april 1997 was revised by the new uniform act adopted on 30 january 2014 and published in the official gazette of ohada organisation for the. The traders status, the trade and personal property credit register, commercial leases, business, trade middlemen, commercial sales. Uniform act relating to general commercial law page 2 sur 125 nouvelles methodes sarl states to the treaty on the harmonization of business law in africa, hereinafter referred to as contracting states, shall be subject to the provisions of this uniform act.
The uniform act provides the operating rules for commercial companies and economic interest groups. Article 3 commercial transactions shall include in particular. Ohada is a system of corporate law and implementing institutions adopted by seventeen west. Article 4 a bill of exchange, a promissory note, and a warrant shall, by virtue of their form, also be. Release of the official english translation of ohada. This innovation is far more important that that caused by the adoption of the european regulation. States parties, referred to as ohada accounting system and appended to this uniform act on the organization and harmonization of companies accounting. The first part of this uniform act covers relevant issues, from the formation and the functioning of. Uniform act on general commercial law, enacted april 7, 1997, implemented january 1, 1998, and revised december 15, 2010.
The longawaited english version of the ohada treaty and ohada uniform acts has now been formally published in the special edition nov. Act relating to the law on commercial companies and. Ohada is the acronym for the french organisation pour lharmonisation en afrique du droit des affaires, which translates into english as organisation for the harmonisation of corporate law in africa. The act now includes provisions for information technologies that contribute towards the smooth running of companies. Having previously reformed the uniform acts for security interests, cooperative companies and general commercial law in december 2010, ohada adopted on 30 january 2014 substantial amendments to. The act s intent is to enhance the transparency, speed, and efficiency of arbitral proceedings in the ohada region, thereby increasing the confidence of investors and other participants in the area. May 22, 2017 the new ohada uniform act on accounting law and financial information was signed in brazzaville on 26 january 2017. Handbook of the law under the uniform commercial code.
Uniform laws are intended to promote fairness through the equal operation of standards upon the citizens of all states without distinction or discrimination. Among the changes brought about by the doddfrank act, the wall street reform and consumer protection act, is. Uniform commercial code, article 4a amendment introduction ucc section 4a108 provides that article 4a does not govern a fund transfer any part of which is governed by federal electronic funds transfer act efta. Ohada uniform act on arbitration arbitration notes. Uniform act under the conditions defined hereinafter, except where otherwise provided. Preparation by unidroit of a draft ohada uniform act on. Organization for the harmonization of business law in.
Uaal uniform act on arbitration law uaccleig uniform act related to the commercial companies and economic interest groups uagcl uniform act on the general commercial law uasl uniform act related to the security law uacpcd uniform act on the collective proceeding for the clearing of debt uasrpem uniform act on the simplified recovery. Historical background on the interamerican international commercial arbitration. The revised uniform act, which replaces the uniform act of 17 april 1997, was published in the ohada official gazette on 4 february 2014. The amount of stated capital shall be freely setby the members. It constitutes the commercial corporate law for all member states since january 1, 2000. The main uniform acts are currently under revision and two amended uniform acts relating respectively to general commercial law and to security interests have been adopted on 15 december 2010. Ohada uniform act relating to general commercial law translation this page uses so called cookies to improve its service i. Complete book summary cla1501 commercial law ia stuvia. It posits that conformity is not an independent legal concept and so argues that a thorough assessment cannot be made without recognizing and taking into consideration a number of issues, irrespective of the contractual stipulations. Uniform act on commercial companies and economic interest groups, enacted.
After nearly ten years of negotiations within the ohada, a uniform act ua was approved on 15 december 2010 and published on 15 february 2011 in the ohada s official gazette ohada uniform act relating to cooperative companies law. Securities in the domain of fluvial, maritime and air space law, legal securities other than those governed by this uniform act, as well as securities to guarantee the execution of contracts. Uniform act relating to general commercial law iii book i status of a trader chapter i definition of trader and commercial transactions article 2 traders are persons whose usual occupation is to carry out commercial transactions. In this regard, the general commercial law, the commercial companies and economic interest group law, the sureties law, the bankruptcy law and more recently, in november 2017, the ohada arbitration law have been modified by the ohada council of minister that has at the same occasion adopted a uniform act on mediation. The uniform act relating to general commercial law adopted by the ohada has entered into force with effect from 1 january 19982. Uniform act relating to general commercial law iii article 12 without prejudice to any other sanctions, transactions carried out by a person under a ban shall not be enforceable against third parties acting in good faith. Uniform act relating to the transportation of goods by road. The deadline of 5 may 2016, set by the organization for the harmonization of business law in africa s ohadas new uniform act the act on the law of companies and groups of economic interest for harmonizing corporate articles of association with.
Article 23a of the general business law new york state attorney. The new handbook on the uniform commercial code, by professors james white of michigan and robert summers of cornell, is bound to sell like flapjacks. Ohada law, which is inspired by french law, has therefore been a key body of rules for companies operating in west africa. For example, concept of entreprenant was introduced recently in order to address the issue of informal sector in the ohada states, when the uniform act relating to general commercial law was revised in 2010. Article 1 every trader, be he a natural or legal person including all commercial companies of which a state or a person governed by public law is a member, as well as every economic interest. Ohada uniform act relating to general commercial law. A uniform act is one that seeks to establish the same law on a subject among the various jurisdictions. However, banks, financial institutions and insurance companies shall be subject to specific charts of accounts. One uniform law, the uniform controlled substances act, is a comprehensive law that governs the use, sale, and distribution of drugs and narcotics in most states. The council of ministers of the organization for the harmonization of business law in africa ohada, considering the treaty for the harmonization of business law in africa, in particular article s. Ohada uniform act relating to general commercial law 3 section 6 entry of ownership reserve clauses section 7 entry of leasing contracts chapter 2 effects of, and disputes relating to entry book iii commercial lease and businesses part 1 commercial lease preliminary chapter scope chapter 1 conclusion and duration of lease.
Uniform act on general commercial law date and place of adoption. Furthermore, any merchant or any entrepreneur shall remain subject to the laws not contrary to this uniform act that are applicable in the state party where is located his establishment or registered office. Compilation of treaties and uniform acts official translation the usbased foundation for a unified business law in africa foubla, whose goal is to foster the advancement of ohada. The uniform act relating to general commercial law, adopted on 15 december 2010 pursuant to article 8 of the treaty on the harmonization of the business law in. Ohada is a system of corporate law and implementing institutions adopted by seventeen west and central african nations in 1993 in port louis, mauritius. New ohada uniform act on accounting law and financial reporting. Uniform acts shall enterinto force ninety days from the date of adoption, subject to contrary provisions in a particular uniform act the uniform acts shall be enforceable within thirty clear days followingtheir publication in the ohada official gazette. More specifically, as regards the terms and conditions for the formation and functioning of commercial companies, this document summarizes the various changes stipulated in the revised uniform act. Energy, infrastructure and project finance february 2014 the new ohada uniform act in a nutshell legal integration in francophone africa results in particular from the uniform acts adopted.
The organization for the harmonization of business law in africa ohada revises its. Such transactions shall however be enforceable against the person under a ban. In this respect, applying the future uniform act on the law of contracts to all types of exchanges whether or not they involve commercial economic operators, as defined in the uniform act on general commercial law, would be more straightforward and better adapted to the informal sector than is the current complex of contract laws. Law harmonization and local specificities a case study. The council of ministers of the organization for the harmonization of business law in africa ohada. Subject to the special provisions of this uniform act, real securities may be constituted by the debtor himself or by a third party to secure an obligation. Uniform act relating to general commercial law adopted on april 17,1997 and enforced by derogation on january 1st, 1998. The uniform ohada act on general commercial law on 17 october 1993 there has been set up to port louis the organization for the harmonization of business law in africa ohada 1. Almost 18 years after the uniform act on ohada arbitration law was adopted and the common court of justice and arbitration created the ccja, the ohada council of ministers has adopted three new, very important, texts for arbitration and dispute resolution within the ohada area. A new ohada uniform act on insolvency and restructuring in africa. They shall also comply, as appropriate, with the provisions of the uniform act with respect to the organization and harmonization of corporate accounting and the uniform act on commercial companies and the economic interest group.
The content appearing on this site is for general information purposes only and made available on an asis basis. Feb 24, 2014 legal integration in francophone africa results in particular from the uniform acts adopted by the organization for the harmonization of business law in africa ohada, established by the treaty signed in port louis mauritius on 17 october 1993 as amended in quebec on 17 october 2008. The new uniform act will replace the previous one, which was enacted on 10 april 1998 and has regulated all matters relating to insolvency law in all 17 ohada member states. This uniform act shall apply to every trader irrespective of whether he is a natural or corporate person and shall include all commercial companies of which a. Organization for the harmonization of business law in africa. An act is designated as a uniform act if there is substantial reason to anticipate enactment in a large number of jurisdictions, and uniformity of the provisions of the act among the various jurisdictions is a principal objective. Include this item on the agenda of the annual general meeting called to approve.
With more than 1,200 pages, the special edition devoted to the publication of this important instrument. Seventeen african states recently adopted the uniform act on mediation. Ohada uniform act relating to commercial companies and economic interest group 4 book 7 dissolution liquidation of a commercial company title 1 dissolution of the company chapter 1 causes of dissolution chapter 2 provisions of dissolution title 2 liquidation of a commercial company chapter 1 general provisions. Normally, united nations conventions are open for signature, ratification approval or accession by state members of the united nations, specialised agencies or parties to the. This article assesses the sellers duty of conformity in a contract of sale under the ohada uniform act on general commercial law. A free research and knowledge platform on transnational law, the new lex mercatoria. The commercial nature of a company shall be determined by its form or object. Every corporate body which is a trader shall also comply with the provisions of the uniform. Conformity of goods to the contract of sale under the ohada. Organisation for the harmonization of business law. As of today, ohada includes nine validated uniform acts. Article 1any merchant, natural person or legal entity including all commercial companies in which a state or any other entity governed by public law is. Article 14 the accounting books shall indicate the registration number in the register of commerce and securities. General principles of commercial law general principles of commercial law 8e format soft cover isbn 9781485106296 pages 608 pages edition 8th edition published 2015 about this publication.
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