OHADA Uniform Act Updates: What Businesses Operating in Central & West Africa Need to Know

Introduction: The Landscape of OHADA Reform

The Organization for the Harmonization of Business Law in Africa (OHADA) has long served as a cornerstone for commercial law harmonization across 17 member states spanning Central and West Africa. In 2026, significant amendments to the Uniform Act on Commercial Companies and other foundational texts have taken effect, reshaping how businesses structure transactions, manage governance, and resolve disputes across the region.

Whether you operate in the Democratic Republic of Congo, Cameroon, Senegal, Côte d'Ivoire, Congo Brazzaville, Gabon, or any other OHADA member state, understanding these updates is critical to maintaining contractual compliance and protecting shareholder interests.

Key Amendments to the Uniform Act on Commercial Companies

1. Enhanced Shareholder Protections

The revised Uniform Act introduces strengthened minority shareholder protections, mirroring best practices observed in common law jurisdictions. Key changes include:

• Enhanced information rights: Minority shareholders now have expanded access to corporate documentation and financial records, with stricter timelines for company responses.
• Derivative action provisions: Shareholders representing 10% or more of voting capital can now initiate actions on behalf of the company, previously a limited mechanism.
• Exit rights in deadlock situations: In situations of shareholder deadlock, minority shareholders have explicit buy-out rights, protecting against indefinite disputes.

2. Revised Rules on Articles of Association

Articles of association (governing documents) have been subject to new formality requirements. While flexibility remains, certain provisions now require explicit shareholder approval:

• Provisions restricting share transferability must be clearly defined and approved by supermajority voting (75%).
• Drag-along and tag-along rights must be explicitly stated, with clear valuation mechanisms.
• Related-party transaction approvals now require enhanced disclosure and independent director review.

3. Corporate Governance Modernization

The updated Act reflects modern governance standards, including:

• Mandatory board committees for larger companies (capital >1 billion CFA francs).
• Enhanced director liability for decisions made without adequate information.
• New requirements for related-party transaction disclosures and regulatory filings.

Arbitration Rules: A Game-Changer for Dispute Resolution

Perhaps the most significant development for international practitioners is the updated OHADA Arbitration Rules, effective 2026. These updates align OHADA dispute resolution with international best practices:

• Expedited proceedings: New "fast-track" arbitration track for claims under 250 million CFA francs, with strict 12-month resolution timelines.
• Enhanced transparency: Arbitrator disclosures must now meet IBA standards, with stricter conflict-of-interest rules.
• Limited appeal rights: Arbitral awards can now only be challenged on narrower grounds (lack of jurisdiction, procedural irregularity), reducing litigation risk.
• Costs allocation: Arbitrator fees are now clearly regulated, with fee schedules published by CCJA (the Common Court of Justice and Arbitration).

Implications for Joint Ventures and Shareholder Agreements

Renegotiating Terms for Compliance

Joint venture (JV) agreements drafted under prior OHADA frameworks may now be partially unenforceable or require reinterpretation. Specific areas requiring review:

• Buy-sell provisions: Valuation methods must now be clearly defined. Vague formulas ("fair market value") may be challenged as insufficient under new interpretation rules.
• Governance deadlock: If JV agreements lack explicit exit or dispute resolution mechanisms, courts may impose statutory buy-outs, potentially at unfavorable valuations.
• Call/put options: Options to acquire or divest shares must now specify exercise procedures, timing, and remedies for non-performance.

Best Practices for New Agreements

When structuring new JVs or shareholder arrangements under 2026 OHADA law:

• Include detailed governance procedures, including board composition, director appointment/removal, and management authority limits.
• Define information rights, inspection rights, and financial reporting obligations explicitly.
• Establish clear dispute resolution pathways: negotiation → mediation → arbitration, with defined timelines.
• Include provisions for regulatory change and amendment procedures.
• Reference specific OHADA Uniform Act provisions by article number to ensure clarity in interpretation.

Contract Compliance Considerations

Audit Your Existing Portfolio

Many businesses operating across OHADA jurisdictions have contracts predating the 2026 amendments. A compliance audit should assess:

• Governing law clauses: Do contracts specify "OHADA law as amended" or a fixed version? If the latter, older interpretations may apply, creating uncertainty.
• Dispute resolution mechanisms: Do arbitration clauses comply with 2026 Rules requirements? Are ICC, LCIA, or CCJA procedures clearly referenced?
• Related-party restrictions: If contracts involve OHADA entities with new related-party disclosure requirements, compliance procedures must be updated.
• Transfer provisions: Any share purchase, assignment, or novation provisions must account for new transferability restrictions.

Update Your Standard Terms

Going forward, standard commercial templates should incorporate:

• Explicit statements of applicable OHADA Uniform Acts with version dates.
• Cross-references to specific OHADA articles governing obligations (e.g., Article XX regarding information rights).
• Enhanced boilerplate for dispute resolution, referencing updated arbitration procedures.
• Regulatory change provisions allowing amendment of non-essential terms if OHADA law requires modifications.

Impact by Jurisdiction

While OHADA law is uniform across member states, implementation and local interpretation vary. Key jurisdictional considerations:

• DRC: OHADA law applies directly; transactional documents should explicitly reference DRC's arbitration law compatibility.
• Cameroon & Senegal: Both have strong CCJA recognition; arbitration clauses referencing CCJA are particularly effective.
• Côte d'Ivoire & Gabon: OHADA law takes precedence over local commercial codes in case of conflict.

Practical Recommendations

1. Immediate action: Review all shareholder agreements, joint venture contracts, and commercial agreements for OHADA compliance.
2. Dispute resolution: Update arbitration clauses to explicitly reference 2026 OHADA Rules and specify institutional arbitration (CCJA, ICC, LCIA).
3. Governance documentation: Ensure corporate bylaws, articles of association, and board resolutions comply with enhanced transparency requirements.
4. Related-party transactions: Establish internal procedures for documenting related-party dealings and disclosures.
5. Training: Ensure your legal and business teams understand key changes, particularly around director liability and shareholder rights.

Conclusion

The 2026 OHADA amendments represent a significant evolution toward modern commercial law standards. While these changes strengthen investor protections and dispute resolution mechanisms, they also impose new compliance obligations on businesses. Proactive contractual amendments, governance updates, and dispute resolution clause revisions are essential to maintain enforceability and avoid costly litigation or arbitration disputes.

Afri-Conseil & Associates specializes in guiding businesses through OHADA compliance and documenting these changes in your corporate and transactional agreements. Our updated OHADA contract templates and legal opinions incorporate these 2026 amendments, ensuring your agreements remain robust and enforceable across Central and West African jurisdictions.