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Friday, Jan 27th 2023

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 16

Definition of demerger

1. Demerger occurs where one company transfers all or part of its assets to one or several existing or newly formed companies. The complete transfer of assets to a single company shall be deemed to constitute a merger and the rules set out in the previous chapter shall apply.

2. Demerger shall be deemed international where it concerns companies governed by different laws, or where it affects the foreign-based branches of a demerging company.

3. International demerger shall be possible.

4. The demerger operation shall be carried out in compliance with the rules on company formation and on the setting up of branches, as in force in the States involved.

5. Should the demerger entail the dissolution of the demerging company, the beneficiary companies shall assume the rights and obligations pertaining to the former in proportion to their participation in the demerger, jointly vis-à-vis third parties, unless otherwise provided for in the demerger plan or the laws governing the demerging company.

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EXPLANATORY NOTE.pdf

Draft OHADAC model law of commercial companies.pdf