UA Registration Requirements

Registration of Business

• An individual or entity must register their business in the Trade and Personal Property Credit Register (TPPCR) if they do not fall into any other category.
• The aim of registration is to track changes in the legal capacity of physical and moral persons.
• Article 25 of the UA states that physical persons who qualify as traders must obtain registration within the first month of commercial activity.
• The application for registration must include:
  • Name and address of the concerned person
  • Date and place of birth
  • Nationality
  • Name and nature of the business
  • Date and place of marriage
  • Property option of the marriage
• Documents required for registration include:
  • Copy of birth certificate
  • Copy of marriage certificate
  • Resident permit
  • Title deed of the business
  • Prior authorization certificate concerning registration of companies

Registration of Companies

• Article 27 of the UA states that companies registered under the Uniform Act on Commercial Companies and Economic Interest Group must register within a month of their formation.
• The proactive effect of registration can only begin from the date the company is registered.
• Partners must evaluate contributions in kind, which shall be checked by a contributions assessor.
• The Articles of Association must make provision for the evaluation of contributions in kind.

Definition, Object, and Forms of Commercial Companies

Definition of a Company

• Article 4 of the OHADA UACCEIG defines a commercial company as an entity formed by two or more persons who agree to assign assets in cash or in kind to an activity for the purpose of sharing profits or benefiting from savings.
• Defining characteristics of a company include:
  • Separate legal personality
  • Limited liability of shareholders
  • Shares
  • Delegated management

Object of the Company

• Article 19 states that every company shall have an object that constitutes the company's activity and is identified and described in the Articles of Association.
• Article 20 states that every company shall have a lawful object.
• Article 21 states that a company engaged in a regulated activity must comply with the special regulations governing that activity.

Characteristics of a Company

• Separate legal personality
• Can enter into contracts, own property, and owe debts on its own name
• Liability of shareholders is limited
• Capable of suing or being sued in the court of law on its own name
• Existence is continuous, regardless of changes in ownership

Limited Liability or Joint Stock Companies

Definition

• A company where many persons or owners contribute their money in the form of a joint stock of capital assets to be used in generating further wealth.
• Shareholders have limited liability, and their main aim is to make profits.

Importance of Limited Liability

• Safeguards personal assets
• Encourages investment in life
• Gives advanced knowledge of losses to be incurred in the case of bankruptcy
• Reduces losses incurred by investors

Types of Limited Liability Companies

• Private Limited Company (LTD)
• Public Limited Company

Public Corporations

Advantages

• Greater capital for expansion
• Creation of employment
• Economies of scale are enjoyed
• Provision of essential goods and services
• Avoidance of duplication and waste of resources
• Protection of consumer exploitation by private enterprises

Disadvantages

• Mismanagement is very common
• Lack of efficiency
• Too much political interference in its operations
• Lack of proper control and auditing
• Lack of initiative and creativity
• Bureaucracy

Differences between Public Limited Companies and Public Corporations

• Ownership
• Aim/motive
• Management and control
• Formation
• Profit
• Sources of finance