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Comoros: Law of Offshore

Commercial Law

All traders, including legal and natural persons, in a contracting state to the OHADA (Organisation pour l'harmonisation en Afrique du droit des affaires) treaty are subject to the commercial law. Natural persons or corporate bodies and economic interest groups that are set up or formed on the date of entry into force of uniform acts must harmonize the conditions under which they carry on their activity within a period of two years from the date of publication of this uniform act in the official gazette.

Under the commercial law, traders are defined as persons whose regular occupation is to carry out commercial transactions. Commercial transactions include the following:

  • the purchase of moveable or immoveable property for resale
  • banking, stock exchange, currency exchange, brokerage and transit transactions
  • contracts between traders for business purposes
  • the industrial exploitation of mines, quarries and any natural resource deposit
  • rental of personal property
  • manufacturing, transport and telecommunication operations
  • intermediary transactions such as commission, brokerage and agency, as well as intermediary operations relating to the purchase, underwriting, sale or rental of immovable property, businesses, shares in commercial companies or building societies
  • transactions carried out by commercial companies.

The Uniform Act relating to Commercial Companies and Economic Interest Groups was substantially updated and improved by an amendment which came into force on 5 May 2014. These changes are intended to enhance legal certainty while making company law more flexible in a bid to promote investment and economic development in OHADA member states.

Under OHADA law, companies can be incorporated as sole proprietors, partnerships, limited partnerships, limited liability companies and public limited companies. Any natural person or corporate body may be partner in a commercial company where he is not subject to any prohibition, incapacity or incompatibility as defined in the Uniform Act relating to the General Commercial Law. The minimum share capital for a société à responsabilité limitée (Sàrl, or a limited liability company), is KMF750,000, and for a société anonyme (SA) is KMF7.5m.

 

 

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