The CFA Franc, within the meaning of this uniform Act, shall be the base currency. For States parties whose monetary unit is not the CFA, the equivalent in national currency shall initially be the one determined by the application of the parity in force between the CFA Franc and the national currency of the said States parties on the day of the adoption of this uniform Act. Such conversion value shall be rounded to the next higher unit where the conversion shows a decimal number.

The council of ministers of the States parties to the Treaty on the harmonization of business law in Africa, at the proposal of the finance ministers of the States parties, shall, as and when required, examine and, where necessary, revise the amounts stated in this uniform Act expressed in CFA Francs, depending on the economic and monetary developments in the said States parties. The conversion value in national currency shall be, where appropriate, the one determined by the application of the parity in force between the CFA Franc and the national currency of the said States Parties on the day of the adoption of the revised amounts in this uniform Act.

This uniform Act is applicable to companies and economic interest groups that are formed within the territory of one of the “State parties” from the date of its entry into force in such State party.

However, the organization formalities previously carried out are not required to be repeated.

Companies and economic interest groups formed prior to the entry into force of this uniform Act are subject its provisions. They are required to amend their articles of association to make them compliant with the provisions of this uniform Act within a period of two (2) years from its entry into force.

Amendment for purpose of compliance is done in order to repeal, amend and replace, where necessary, the provisions of the articles of association that are contrary to the mandatory provisions of this uniform Act and provide supplements this uniform Act makes mandatory.

Amendment for compliance purposes may be accomplished by amending the old articles of association or by adopting newly drafted articles of association, in their entirety.

It may be decided by the meeting of shareholders or members ruling under the conditions of validity of ordinary decisions, notwithstanding any contrary legal provisions or provisions of the articles of association, provided to amend only, with regard to substance, the provisions that are inconsistent with the new law.

The transformation of a company or the increase of its capital by any means other than the incorporation of reserves, profits or share, issue or merger premiums may only be carried out under the conditions normally required for the amendment of the articles of association.

If, for any reason whatsoever, the meeting of shareholders or members was unable to regularly reach a decision, the proposed amendment of the articles of association to become compliant with the new legislation shall be submitted to the approval of the competent court ruling further to a motion of the company legal representatives.

Where no amendment for compliance purposes is necessary, it shall be recorded in the meeting of shareholders or members whose deliberation shall be subjected to the same publicity formalities as the decision amending the articles of association.

Failing to have increased their stated capital by at least the minimum amount provided for in article 311 of this uniform Act for private limited liability companies, and article 387 of this uniform Act for public limited liability companies, private limited liability companies, and public limited liability companies whose capital is less than these amounts must, before the expiration of the period set forth in article 908 of this uniform Act, shall declare their dissolution or transform themselves into a company of another form for which this uniform Act does not require a minimum capital above the existing one.

Companies which do not comply with the provisions of the foregoing paragraph shall be automatically dissolved on the expiration of the time limit provided.

Failing amendment of the articles of association to make them compliant with the provisions of this uniform Act within a period of two (2) years from its entry into force, provisions of the articles of association that are contrary to these provisions shall be deemed unwritten and the new provisions shall apply.

This uniform Act is applicable to companies subject to a special regime subject to legislative or regulatory provisions that govern them.

The provisions of the articles of association of such companies compliant with provisions repealed by this uniform Act, but contrary to the provisions of this uniform Act and not prescribed by the special regime of the said companies, shall be amended to comply with this uniform Act under the conditions set forth in article 908 above.

This uniform Act shall not derogate from laws relating to the nominal value of shares and equity interests issued by companies formed prior to its entry into force.

Profit shares or founders’ equity issued before the entry into force of this uniform Act are and continue to be governed by the regulations concerning them.

The uniform Act of 17 April 1997 on commercial companies and the economic interest group is repealed, subject to its transitional application for a period of two (2) years from the date of entry into force of this uniform Act, to companies that have not amended their articles of association to make them compliant with the provisions of this uniform Act.

This uniform Act shall be published in the Official Gazette of OHADA within a period of sixty (60) days from the date of its adoption. It shall also be published in the States parties, in the Official Gazette or by any appropriate means. It shall enter into force ninety (90) days from the date of its publication in the Official Gazette of OHADA in accordance with article 9 of the Treaty on the harmonization of business law in Africa signed in Port Louis on 17 October 1993, as revised in Quebec City on 17 October 2008.