Background
The OHADA Uniform Act on Commercial Companies (Acte Uniforme relatif au droit des sociétés commerciales et du groupement d'intérêt économique, or AUSCGIE) was first adopted in 1997 and has been revised since — most significantly by the 2012 revision, which entered into force in 2014 and modernised the rules on company formation, management and shareholder rights. OHADA's reform agenda continues: at its 61st ordinary session in Lomé in July 2026, the OHADA Council of Ministers adopted further measures to strengthen governance across the organisation, and accession discussions with new member states are under way.
These rules apply directly across all 17 OHADA member states, including Cameroon, and set the baseline for how companies incorporated in the region are governed.
Key governance requirements
Corporate governance
The AUSCGIE imposes detailed governance requirements on companies: rules on the appointment, mandate limits and removal of directors (administrateurs and gérants), regulated procedures for related-party agreements (conventions réglementées), and statutory auditor (commissaire aux comptes) requirements for companies above the thresholds set by the Act. Boards should map their current structures against these requirements and correct any gaps.
Shareholder rights
The Act protects shareholders through information rights, supervised general-meeting procedures and remedies against abusive decisions. Minority shareholders can challenge decisions that contravene the law or the company's statuts, and in defined circumstances may seek judicial supervision of sensitive corporate operations. These protections are designed to improve transparency and accountability in OHADA companies.
Disclosure obligations
Companies must register their constitutional documents and leadership appointments with the Trade and Personal Property Credit Register (RCCM), publish required legal notices and — for companies above the statutory thresholds — prepare and have audited financial statements under the SYSCOHADA accounting framework. Beneficial-ownership transparency is also an increasingly important compliance theme across the OHADA zone through anti-money-laundering regimes.
Implications for companies
Companies operating in OHADA member states should review their governance frameworks and constitutional documents in light of these changes. In particular, companies should consider whether their board structures, governance policies and disclosure practices comply with the new requirements.
ALPs is advising a number of clients on the implications of these changes and can assist companies in reviewing their governance frameworks and updating their constitutional documents to ensure compliance.
Next steps
Companies should take the following steps to prepare for the implementation of the revised AUSCGIE:
- Review existing governance frameworks and constitutional documents
- Identify areas of non-compliance with the new requirements
- Update governance policies and constitutional documents as required
- Train directors and senior management on the new requirements
- Implement new disclosure procedures and systems
