For investors coming to Francophone West Africa from a common-law background, the OHADA system is usually a pleasant surprise. A single body of business law, adopted by treaty and applied directly across seventeen member states, with its own supranational court sitting in Abidjan. On paper it removes most of the legal fragmentation you would expect across that many jurisdictions.
It genuinely does remove a lot of it. But the distance between a harmonised text and a harmonised experience is administrative, and that distance is where transactions actually get delayed.
What the system genuinely delivers
The Uniform Acts cover the areas that matter most to a foreign investor: general commercial law, company law, secured transactions, debt recovery and enforcement, collective insolvency proceedings, arbitration, accounting, and carriage of goods by road. They apply directly in member states and, where they conflict with national provisions, they prevail.
Three consequences are worth naming:
- Company forms are predictable. The SA and SARL are recognisable across every member state, and the introduction of the simplified joint-stock company gave joint-venture parties a genuinely flexible vehicle with negotiable governance — which is why we see it used for most serious JV structures now.
- Security interests are registrable and rank by registration. The regional trade and personal property credit register gives lenders a workable priority system.
- Arbitration has a coherent home. The regional court administers its own arbitration rules and also acts as the final appellate instance on OHADA law, which gives parties a route out of national courts on commercial matters.
What it does not touch
The Uniform Acts are business law. They are not the whole legal environment, and several of the areas they leave alone are the ones most likely to determine whether a project works.
Tax remains entirely national. So does most of labour law, land tenure, sector licensing, environmental permitting, foreign investment screening and exchange control practice. A company can be incorporated under identical rules in two member states and face completely different effective tax burdens, land acquisition processes and permitting timelines.
The administrative gap
This is the part that surprises people. The same Uniform Act produces materially different practical outcomes depending on which registry is administering it.
Digitisation of the commercial register varies enormously between member states. In some capitals a company search returns current filings within a day. In others the file must be retrieved in person, is incomplete, and reflects a position several years out of date because updating filings is not effectively enforced. Statutory incorporation timelines and observed incorporation timelines can differ by an order of magnitude across the same treaty area.
Enforcement shows the same pattern. A judgment of the regional court is binding, but it is executed through national bailiffs under national procedure, and the practical speed of execution is a local question.
Uniform law harmonised the rules. It did not harmonise the queue.
Practical implications
- Do not port a diligence process between member states unchanged. A registry-based approach that gives good coverage in Abidjan may return almost nothing useful elsewhere in the treaty area. Scope diligence per jurisdiction.
- Assume filings are stale until shown otherwise. Corroborate shareholding and directorship against something other than the register.
- Budget for in-person retrieval. In several member states this is the only way to obtain a complete file, and it needs local counsel rather than a database subscription.
- Register security promptly. Priority runs from registration, and a delay in filing is a real subordination risk rather than a formality.
- Use the arbitration route deliberately. If enforcement speed matters, make that choice at drafting rather than discovering the national alternative later.
The point
OHADA is a real achievement and it makes this region substantially easier to invest in than it would otherwise be. The mistake is to read harmonised law as harmonised administration and to plan timelines accordingly. The law is regional. The clerk is local.