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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 40

Definitions

The following definitions shall apply to the present Title:

A) Center of main interests: the place where the debtor habitually and continuously exercises the management of its interests and which is ascertainable by third parties.

In the alternative, where the management is divided between more than one place of business, the center deemed to be of a principal nature for such purposes shall be as follows:

  1. That which coincides with the registered office of the entity, any change of registered office in the course of the immediately preceding year being deemed ineffective.
  2. Should the place of business not coincide with the entity’s registered office, if the entity itself has initiated the insolvency proceedings, the center of main interests shall be deemed to be:
    1. that designated by the entity, unless proved otherwise; or
    2. the registered office, if the insolvency proceedings were initiated by a creditor; or
    3. in the event that more than one set of proceedings is initiated by more than one creditor, or by creditors and the debtor, the place designated in the earliest insolvency proceedings.

B) Control: control shall be understood as defined in article 28 hereof.

C) Entity: any legal person whatever its legal form, pursuing or benefiting from an economic activity, which may, if appropriate, undergo insolvency proceedings in accordance with the law applicable thereto.

D) Entity declared insolvent: entity undergoing insolvency proceedings.

E) Parent company: parent company shall be understood as defined in article 29 hereof.

F) Place of business: any place of operations in which an entity habitually and continuously pursues an economic activity using assets and human resources.

G) Group of entities: group of entities shall be understood as defined in article 27 hereof.

H) Applicable law: legislation of the country in which an entity’s center of main interests is located.

I) Insolvency proceedings: collective proceedings entailing some form of judicial or administrative supervision, including of a provisional nature, initiated in accordance with the insolvency legislation of the country in which the entity’s center of main interests is located, and aimed at the reorganization and/or liquidation of the entity, as detailed in Annex 1.

J) Main proceedings: insolvency proceedings in accordance with the applicable law, initiated against the entity declared insolvent.

K) Secondary proceedings: insolvency proceedings initiated on an exceptional basis against a fixed place of business, concerning exclusively its assets and creditors, provided that main proceedings have been initiated.

L) Insolvency proceedings register: an official register kept by the State or the territory, accessible online at no cost and in two languages, which contains at least the basic information on each set of insolvency proceedings initiated in the said State or territory.

M) Court-appointed administrator: the person or body, including those temporarily appointed, authorized to oversee the reorganization or liquidation of the debtor’s assets or affairs, in insolvency proceedings, as detailed in Annex 2.

Downloads

EXPLANATORY NOTE.pdf

Draft OHADAC model law of commercial companies.pdf