In the OHADA space, three establishment structures are available to investors:
- The representative or liaison office:
- Structure which aims to analyze the feasibility of the project (concept of preparatory or auxiliary activity in relation to that of the company which created it) and test the activity, while allowing representation of the foreign company to potential clients and local authorities;
- No management autonomy and legal personality distinct from the company which created it;
- No own commercial activity and no salaried staff;
- The creation of the liaison office in the Ohada area must be subject to prior authorization from the public authorities;
- Obligation to register with the RCCM and submit to local taxation in the state party in which it is located;
- Possibility of transformation into a branch if the activity of the representative office justifies it. As such, a request for rectification in the trade and property credit register must be made within thirty (30) days following such a change in situation. The newly created branch will, where applicable, be subject to the provisions of article 120 of the AUSCGIE.
- Branch :
- The definition of the branch, according to the provisions of article 116 of the act does not make it possible to distinguish it from other establishments of the company such as agencies and liaison offices.
- It has a certain autonomy which allows it to conclude with third parties, but the fact remains that it is legally attached to the head office.
- It does not have its own legal personality and assets;
- The management and administration of a branch remains under the subordination of the head office;
- Obligation to register with the RCCM (article 119 AUSCGIE);
- Legal and tax formalities, and obligation to keep accounts (article 1 AUC);
- This is the doctrine which indicates the main characteristics of the branch, namely: specific material installations, its own clientele and the appointment of a director authorized to deal with third parties (but in most of the time the manager of the parent company or a representative of the parent company with possible delegation of signature to an operational manager);
- The AUSCGIE does not expressly define the rules for establishing the branch. It is therefore appropriate to refer to commercial law and the provisions relating to registration with the RCCM. The uniform act does not, however, provide for the obligation to publish the creation of the branch;
- The duration of activity of the branch cannot in principle be more than 2 years from its date of registration with the RCCM. However, the Uniform Act provides for the possibility of an exemption pronounced by order of the Minister responsible for trade (example: 1 year in Senegal).
- It does not have to hold a general meeting or board of directors (no end-of-year legal formalities). It is only subject to the obligation of its transformation, by way of contribution or transfer, into a company at the end of a period of two years.
- The subsidiary.
- Ohada defines it as a company whose capital 50% was formed by contributions made by a parent company, which ensures its management and control;
- It differs from the liaison office and the branch in that it constitutes a distinct legal entity;
- The subsidiary is subject to local taxation.
