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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 27

Definition of group

1. A group shall be deemed to exist where two or more entities are connected, de facto or de jure, by some form of control.

2. A group of companies shall be understood as lacking legal personality.

Article 28

Control

Control shall obtain where a natural or legal person directly or indirectly, de facto or de jure, or by virtue of an agreement with other natural or legal persons:

  1. holds the majority of the voting rights needed to adopt any resolutions at the general meeting of a company; or
  2. has the power to appoint or dismiss the majority of the members of the executive or non-executive board of the said company.

Article 29

Parent and subsidiary entities

Under the present law, a legal person is a parent entity where it exercises control over one or more companies, and any company controlled by the parent entity is its subsidiary.

Downloads

EXPLANATORY NOTE.pdf

Draft OHADAC model law of commercial companies.pdf