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CIG towards LLC in the OHADA right

Business environment

Ms. Arlète Tony answers your questions about the OHADA right

Michel C. from Yaoundé: Allow me to ask you a few questions for one of my clients, which turns fruit and vegetables into spices produced in a CIG. The business plan is going to lead to financial results and likely to help to the economically take off. One constraint that I imposed myself to my client was the passage in LLC and subsequently in SA. The CIG structure is not recognized by the OHADA right, but it is still possible to move from a CIG to a LLC or is it necessarily to dissolve the CIG and, independently, to create a LLC? I would also like to know if is possible, in the OHADA law, to create in this LLC shares A and shares B, the latter having a double voting right?

Me Arlète Tonye: the Common Initiative Group falls under Cameroonian laws and especially the law No. 92/ 006 of 14th August 1992 relating to cooperatives and common initiative groups.
The CIG is an organization of economic and social development of individual volunteers with common interests, which carry the group through joint initiatives. It can be transformed in cooperative society. You are therefore obliged to dissolve the CIG to create a Limited Liability Company. If there are assets on liquidation, you can either sell them to the newly created LLC or you can make a contribution.
The social rights of the associates of a Limited Liability Companies are represented by shares and not by actions. And each member has a number of votes equal to that of its shares. So one part = one vote. Any contrary provision of these Articles shall be considered void.

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