Corporate Law at Burkina Faso
Here’s an overview of Corporate Law in Burkina Faso:
🇧🇫 Corporate Law in Burkina Faso
1. Legal Framework
Burkina Faso’s corporate law is governed primarily by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (2014).
OHADA (Organisation for the Harmonization of Business Law in Africa) is a regional organization whose legal instruments are directly applicable in Burkina Faso and other member states.
The Uniform Act regulates the formation, operation, and dissolution of companies.
2. Types of Companies
The OHADA Act recognizes several types of business entities, with the most common being:
Société à Responsabilité Limitée (SARL) – Limited Liability Company
Suitable for SMEs.
Requires at least one shareholder.
Minimum capital: No fixed statutory minimum but must be sufficient for the company’s purpose.
Société Anonyme (SA) – Public Limited Company
Suitable for larger businesses or those seeking to list on the stock exchange.
Minimum capital of 10 million CFA francs (approx. €15,000).
Requires at least seven shareholders.
Société en Nom Collectif (SNC) – General Partnership
Partners are jointly and severally liable.
Société en Commandite Simple (SCS) – Limited Partnership
3. Company Formation
Companies must register with the Commercial Registry.
Registration requires submitting company statutes, proof of capital deposit, and other relevant documents.
OHADA law facilitates business incorporation with standardized procedures.
4. Corporate Governance
SARL is managed by one or more managers appointed by shareholders.
SA has a two-tier system:
Board of Directors (or Supervisory Board depending on the model)
General Meeting of Shareholders
Shareholders hold powers to appoint directors and approve financial statements.
5. Capital and Shareholder Rights
Share capital can be contributed in cash or kind.
Shareholders have rights to dividends, voting, and company information.
Transfer of shares in SARL is often restricted and requires approval from other shareholders.
6. Mergers and Acquisitions
The OHADA Uniform Act provides detailed rules for mergers, acquisitions, and company restructuring.
Mergers require approval by shareholders and registration with the commercial registry.
7. Dispute Resolution
Disputes related to corporate matters are generally handled by commercial courts.
OHADA has a common arbitration mechanism for cross-border commercial disputes among member states.
Summary Table
| Feature | Description |
|---|---|
| Main Law | OHADA Uniform Act on Commercial Companies (2014) |
| Common Forms | SARL, SA, SNC, SCS |
| Min Capital (SARL) | No fixed statutory minimum |
| Min Capital (SA) | 10 million CFA francs (~€15,000) |
| Registration | Commercial Registry |
| Governance | Manager(s) for SARL; Board and shareholders for SA |
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