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Thursday, May 23rd 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 9

Registration of foreign companies and local publicity requirements

1. The competent authority of a State may require companies incorporated in a foreign country to register with the companies registry of the said State, notwithstanding their registration in the country of their formation, in the following cases:

  1. where the foreign company carries on, or intends to carry on its activity regularly or permanently on the territory of that State;
  2. where the foreign company already has a place of business, a branch or an agency in that State.

2. The authorities of the State requiring new registration shall endeavor not to request compliance from foreign companies in circumstances other than those outlined in the previous paragraph, without prejudice to any provisions relating to specific sectors of activity.

3. In order to comply with the obligation set out in paragraph one of the present article, foreign companies shall submit, as a minimum requirement, the duly legalized documents substantiating the legality of the creation of the new place of business, the existence of the company, the bylaws currently in force and the powers of attorney for legal representation on the territory concerned.

4. In compliance with the provisions of the laws of each country, the following particulars at least shall be supplied for the purposes of registration:

  1. Type of activity to be pursued by the new business.
  2. Activity start date and planned duration.
  3. Location, with full postal address, of the local office.
  4. Capital allocated to operations.
  5. The full names of the representatives and officers of the new place of business, who shall be granted full power of attorney to oversee its operations and shall reside within the territory concerned.
  6. Where applicable, the extent to which the shareholders’ liability for the company’s debts is limited.
  7. The company’s full postal address in its country of formation and the details of registration with the competent registry in the said country.
  8. The full names and postal addresses of the company’s officers.

5. Dissolution, liquidation, the opening of insolvency proceedings, and any amendments to the bylaws of the foreign company, or any changes in the circumstances affecting the particulars enumerated in the previous paragraph, shall also be duly registered, within sixty days from the occurrence thereof.

Downloads

EXPLANATORY NOTE.pdf

Draft OHADAC model law of commercial companies.pdf