What Is OHADA? The Business Law Shared by 17 African Countries, and Three Things Foreign Companies Should Know

If you plan to do business in Côte d'Ivoire (in West Africa, French-speaking, the world's largest cocoa producer), you will soon come across the acronym "OHADA" in contracts, company articles or your lawyer's explanations. It is not the law of any single country, but a business law system adopted jointly by 17 African countries. Understanding its basic structure first makes local rules on setting up companies, registration and dispute resolution much easier to follow.

What kind of organisation is OHADA?

OHADA stands for the French Organisation pour l'Harmonisation en Afrique du Droit des Affaires, or Organisation for the Harmonisation of Business Law in Africa. Its founding treaty was signed in Port Louis, Mauritius, on 17 October 1993 and revised in Quebec, Canada, on 17 October 2008.

It currently has 17 member states, mostly French-speaking:

Region	Member states
West Africa (9)	Benin, Burkina Faso, Côte d'Ivoire, Guinea, Guinea-Bissau, Mali, Niger, Senegal, Togo
Central Africa (7)	Cameroon, Central African Republic, Republic of the Congo, Democratic Republic of the Congo, Gabon, Equatorial Guinea, Chad
Indian Ocean (1)	Comoros

Its main institutions are spread across different countries: the Permanent Secretariat is in Yaoundé, Cameroon; the Common Court of Justice and Arbitration (CCJA) is in Abidjan, Côte d'Ivoire; and the Regional Higher School of Magistracy (ERSUMA), which trains judicial personnel, is in Porto-Novo, Benin.

Uniform Acts: one set of rules, directly applicable in many countries

OHADA's core instrument is the Uniform Act (Actes uniformes). Uniform Acts are adopted by the Council of Ministers, made up of the member states' ministers of justice and finance, and take effect directly in every member state, without each country having to transpose them through separate legislation. OHADA's official presentation lists 10 areas: general commercial law, securities, commercial companies and economic interest groups, simplified debt recovery and enforcement, collective insolvency proceedings, accounting and financial reporting, contracts for the carriage of goods by road, cooperatives, arbitration, and mediation.

The first Uniform Acts were adopted in 1997, and the Uniform Act on mediation was added in 2017. The most directly relevant for foreign companies is company law: the revised version adopted on 30 January 2014 introduced the simplified joint-stock company (SAS), which offers more flexible governance, and expressly recognised the validity of shareholder agreements.

RCCM: the register for checking counterparties and securities

The RCCM (Registre du Commerce et du Crédit Mobilier, the Trade and Personal Property Credit Register) is the registration system under the OHADA framework. It registers traders and companies, receives declarations from individual entrepreneurs (entreprenant) under the simplified regime, and records security interests over movable property.

For foreign companies, the RCCM has two practical uses: first, confirming whether a counterparty is a legally registered company; second, finding out, in a transaction or financing, whether other security interests have already been created over a given asset. OHADA is digitising the RCCM, with the aim of making company and security information searchable in real time across the region.

CCJA: the common court based in Abidjan

The CCJA has two roles. First, it is the court of last resort for cases under the Uniform Acts: once national courts have issued a final judgment in a Uniform Act dispute, the parties may bring an appeal in cassation before the CCJA; when the CCJA quashes the original judgment, it can rule on the case itself rather than sending it back to the national courts. Second, it administers arbitration cases under its own arbitration rules.

So when drafting a contract's dispute resolution clause, CCJA arbitration is one of the options commonly discussed in the region. How to word the clause and which arbitral institution to choose should still be decided case by case by a lawyer familiar with OHADA.

One line for Asian companies

When you sign contracts or set up a company in Côte d'Ivoire, you are dealing with a business law framework shared by 17 countries; remember three terms first — Uniform Acts, RCCM and CCJA — and your conversations with local lawyers and accountants will go much more smoothly.

References: OHADA – History of OHADA; Ohada.com – Présentation de l'OHADA; Jones Day – Revised Uniform Act Brings Major Innovations for Sub-Saharan OHADA Member States (2014)