OHADA Law: What Changes for Businesses

OHADA law is not static: Uniform Acts are regularly revised and new texts add to the structure. Two recent developments directly affect companies and organisations established in Chad: the overhaul of the rules on debt recovery and enforcement, and the creation of an accounting framework for non-profit entities.

A new Uniform Act on debt recovery and enforcement

The Uniform Act organising simplified recovery procedures and enforcement measures has been entirely revised. The new text, adopted on 17 October 2023 to mark OHADA’s thirtieth anniversary, entered into force on 16 February 2024 and replaces the 1998 Act.

It keeps the tools practitioners know — order for payment, protective attachments, attachment of receivables, seizure and sale, seizure of real property — but reorganises their presentation and clarifies their regime. A preliminary chapter now brings together the definitions and rules common to all procedures, including the notion of the garnishee and the role of the authorities responsible for enforcement.

Claims against public entities: a new lever

Public-law entities continue to enjoy immunity from enforcement: their assets cannot be attached. The new text nevertheless opens a route for the creditor: where a formal demand for payment has gone unanswered for three months, the creditor may request that the debt be entered in the public entity’s budget as mandatory expenditure.

For companies working with the State, local authorities or public bodies, this provision is a reason to take care over the formal demand and to keep evidence of the debt: the underlying instrument, purchase orders, acceptance reports, invoices.

Associations, foundations, NGOs: accounting is now harmonised

The Uniform Act on the accounting system for non-profit entities (SYCEBNL), adopted in December 2022, entered into force on 1 January 2024. It applies to non-profit entities that have their registered office or carry out activities in a member state, subject to the exceptions it provides, and distinguishes a normal system from a minimal cash-based system for the smallest organisations.

The organisations concerned must adapt their chart of accounts, the presentation of their financial statements and, often, their internal procedures. This upgrade has to be combined with each donor’s own requirements.

What remains relevant

• Mediation has had its own Uniform Act since 2017: mediation clauses in contracts have a clear legal framework.
• Arbitration was modernised the same year, with a new Uniform Act and new CCJA arbitration rules.
• Company accounting is governed by the 2017 Uniform Act and the revised OHADA accounting system.

Three useful checks

• Update the templates for formal notices, court applications and settlement agreements used in debt recovery.
• Review contracts with public entities: payment terms, supporting documents, claims procedure.
• For an association or NGO, check with your accountant that the books are kept in accordance with the SYCEBNL.

This article outlines technical texts in broad terms. Applying them to a given situation requires case-by-case analysis.