According to article 869 of the OHADA Law 2014, the economic interest group is the one whose sole purpose is to apply, for a fixed term, all necessary resources to facilitate or develop the economic activities of its members, to improve or increase the turnover of this activity.
Its activity must be related to the economic activity of its members and can have only an auxiliary nature thereto.
The economic interest group shall not result by itself in the realization of profits and profit-sharing.
It may be formed without capital.
Two (2) or more natural persons or legal entities may form an economic interest group, including individuals exercising a liberal profession subject to laws and regulations or whose title is protected.
The rights of the members may not be represented by negotiable instruments.
The economic interest group has legal personality and full capacity from the date of its registration with the registry of commerce and securities.
Members of the economic interest group shall be liable for the debts of the group on their assets. However, a new member may, if the agreement so permits, be exempted from debts contracted before joining the group. The exemption decision must be published.
Members of the economic interest group shall be jointly liable for payment of the debts of the group unless otherwise agreed with the contracting third party.
Creditors of the group may initiate payment actions against a member only after having unsuccessfully made payment demand to the group.
The payment demand is made by notice made by a bailiff or notified by any means establishing its actual receipt by the addressee.
The economic interest group may issue bonds under the general conditions of such instruments if the group is itself composed exclusively of companies authorized to issue bonds.
Subject to the provisions of this uniform Act, the agreement shall prescribe the organization of the economic interest group and freely set the contribution of each member to the group’s debts. Failing this, each member shall bear an equal share of the debt.
During its existence, the group may accept new members under the conditions outlined in the agreement.
Any member may withdraw from the group under the conditions stipulated in the agreement, provided that he has fulfilled his obligations.
The agreement shall be in writing and shall be subject to the same conditions of publicity as companies prescribed in this uniform Act.
It shall contain the following information:
1) The name of the economic interest group;
2) The name, trade name or company name, legal form, address of domicile or headquarters, and, where applicable, the registration number at the registry of commerce and securities for each of the members of the economic interest group;
3) The duration for which the economic interest group is formed;
4) The purpose of the economic interest group;
5) The address of the headquarters of the economic interest group.
Any amendments to the agreement shall be prepared and published under the same conditions as the agreement itself. They shall be enforceable against third parties only from the date of such announcement.
Instruments and documents from the economic interest group intended for third parties, including letters, invoices, notices, and various publications must state legibly the name of the group, followed by the words “economic interest group” or by the abbreviation “G.I.E.”.
Any violation of the provisions of the paragraph above is an offense.
The general meeting of the members of the economic interest group shall be empowered to take any decision, including early dissolution or extension under the conditions stipulated in the contract.
It may provide that some or all decisions shall be taken under the conditions of quorum and the majority which it sets. Where the contract is silent, decisions shall be taken unanimously.
The contract may also allocate to each member of the economic interest group a different number of votes than those allocated to others. Failing this, each member shall have one vote.
The meeting shall mandatorily be held at the request of one quarter, at least, of the members of the economic interest group.
ADMINISTRATION
The economic interest group shall be managed by one (1) or more natural person (s) or legal entity (-ies), provided that, if it is a legal entity, it shall appoint a permanent representative, who shall be liable for the same civil and criminal responsibilities as if he was the director in his own name.
Subject to this reservation, the agreement or, absent an agreement, the meeting of the members of the economic interest group shall organize freely the management of the group and appoint directors whose responsibilities, powers, and terms for removal it shall prescribe.
In dealings with third parties, a director shall commit the economic interest group for any act falling within the group purpose. Any limitation of powers shall not be enforceable against third parties.
AUDIT
The audit of the management and audit of the summary financial statements shall be exercised under the conditions stipulated in the contract.
However, when an economic interest group issues bonds under the conditions set forth in article 875 of the OHADA Law of 2014, the audit of the management shall be carried out by one (1) or more individuals appointed by the meeting.
The term of their office and their powers shall be set in the contract.
The audit of the summary financial statements shall be carried out by one or more auditors selected from the official list of auditors and appointed by the meeting for a period of six (6) fiscal years.
Subject to specific rules on economic interest groups, the auditor shall enjoy the same status, powers and responsibilities as the auditor of a public limited company.
In the event of issuance of bonds by the economic interest group, punitive actions for offences relating to bonds set forth by this uniform Act shall be applicable to economic interest groups’ management as well as to natural persons managers of member companies or permanent representatives of legal entities managing these companies.
TRANSFORMATION
Any company whose purpose is corresponds to the definition of the economic interest group may be transformed into an economic interest group without resulting in dissolution or creation of a new legal entity.
An economic interest group may be transformed into a partnership or a private limited company without resulting in dissolution or creation of a new legal entity.
In case the economic interest group is transformed into a private limited company, creditors whose claims were contracted prior to the transformation shall retain their rights against the economic interest group and its members.
DISSOLUTION
The economic interest grouping shall be dissolved:
1) By the end of the term;
2) By the realization or extinction of its purpose;
3) By the decision of its members under the conditions set forth in article 877 of the law;
4) By a court decision for just cause;
5) By the death of a natural person or dissolution of a legal entity member of the economic interest group, unless otherwise stipulated in the contract.
Where a member becomes legally incapacitated, personally bankrupt or banned from leading, managing, administering or controlling a business, whatever its form or purpose, the economic interest group shall be dissolved unless it continuation is provided by the contract or the other members so decide unanimously.
The dissolution of the economic interest group entails its liquidation. The legal personality of the group shall subsist for the purposes of its liquidation.
The liquidation shall be carried out in accordance with the provisions of the contract. Failing these, a liquidator shall be appointed by the general meeting of members of the economic interest group or if the meeting was unable to make such an appointment, by a decision of the competent court.
After payment of debts, the surplus of assets shall be divided among members under the conditions set forth in the contract. Otherwise, the distribution shall be made in equal parts.