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Monday, Apr 22nd 2024

The ACP Legal Association

  • OHADAC and ACP Legal

    The partisans of this project, called OHADAC (Organisation for the Harmonisation of Business Law in the Caribbean), decided to meet within the framework of the association ACP Legal, to help interested Caribbean States to implement the project.

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  • OHADAC in brief

    This brochure has been published by the ACP Legal Association.

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OHADAC Texts

Summary

DRAFT OHADAC MODEL LAW OF COMMERCIAL COMPANIES

Article 30

Law applicable to contractual relationships between companies in a group

1. The principle of the autonomy of the parties shall be applicable to any contractual relationships or legal transactions between entities of the same group, unless prohibited or limited by the bylaws or any other relevant constitutive documents, or by any shareholders’ agreements between the companies of the group.

2. Should the parties be unable to choose a governing law, the law applicable to contractual relationships between the companies of a group shall be defined in accordance with the provisions of article 46 of the OHADAC Model Law pertaining to private international law.

3. Without prejudice to the exceptions provided for under paragraph 1 of the present article, the governing law elected by the companies of the group shall not be applied within the framework of a contract or of any other legal transaction if its effects are incompatible with the public policy of the State of formation of any of the companies participating in the contractual relationship, or with the public policy of the State in which the contract is to take effect.

4. Public policy encompasses any provisions or principles of a mandatory nature from which the parties may not derogate in each of the States of formation of any companies in the group that are involved in the legal relationship, or in the State in which the contract or legal transaction is to take effect.

Article 31

Legal transactions entered into between companies in the same group

Companies belonging to the same group shall be able to enter into any legal transactions they deem appropriate, on the condition that:

  1. they do not infringe any mandatory norms in compliance with the provisions of paragraphs 3 and 4 of article 30 hereof, and
  2. they are carried out in market conditions.

Article 32

Financing or security granted by companies in the same group

Any financing and security on real or personal property granted between companies of the same group shall be valid, provided that:

  1. such grant, at the relevant time, does not cause prejudice to the creditors of the company providing the financing and/or security; and
  2. they are granted in market conditions.

Downloads

EXPLANATORY NOTE.pdf

Draft OHADAC model law of commercial companies.pdf