Liability Under Pre-Incorporation Contracts Under The Ohada Uniform Act On Commercial Companies And Economic Interest Groups
Abstract:The Uniform Act on Commercial Companies and Economic Interest Groups of 1997 instituted the traditional civil law solutions relating to liability under pre-incorporation contracts. The reforms of the Uniform Act of 2014 have consolidated the solutions despite their drawbacks. In fact, liability under preincorporation contracts is imputed on the founders or first executives of the company or the company itself, depending on the circumstances of the case. This position has shortcomings due to some imprecision by the legislator on some aspects regarding the liability of the company under pre-incorporation contracts. Questions relating to the scope of liability of the company and the position of unincorporated companies are not sufficiently addressed. This article attempts answers to the problems identified around this area of the law.
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