Corporate Law at Benin
Corporate law in Benin regulates the formation, operation, and dissolution of companies, focusing on governance, shareholder rights, and compliance with national commercial regulations.
🏛️ Governing Authorities
Chamber of Commerce and Industry of Benin (CCIB)
Handles company registrations and commercial certifications.
Commercial Courts
Resolve corporate disputes and oversee insolvency matters.
Ministry of Commerce and Industry
Supervises commercial activities and corporate compliance.
📜 Legal Framework
OHADA Uniform Act on Commercial Companies and Economic Interest Groups (2014)
Benin is a member of OHADA (Organization for the Harmonization of Business Law in Africa).
This Uniform Act is the primary source of corporate law in Benin, harmonizing company law across member states.
Covers company formation, governance, shareholders’ rights, mergers, and liquidation.
OHADA Uniform Act on General Commercial Law
Provides complementary provisions affecting commercial companies.
🔍 Types of Companies
Sole Proprietorship (Entreprise Individuelle)
Owned by one person, unlimited liability.
Société à Responsabilité Limitée (SARL)
Limited liability company; most common corporate form.
Minimum two and maximum 100 shareholders.
Société Anonyme (SA)
Joint-stock company; suitable for larger enterprises.
Minimum capital required and shareholders can be anonymous.
Société en Nom Collectif (General Partnership)
Partners with unlimited joint liability.
Société en Commandite Simple (Limited Partnership)
Includes general and limited partners.
🔍 Corporate Governance
General Meeting of Shareholders
Highest decision-making authority.
Management
Managed by one or more managers (SARL) or a Board of Directors (SA).
Supervisory Board or Auditors
Oversight mechanisms depending on company type and size.
⚖️ Key Provisions
Capital Requirements
SARL: Minimum capital of 1,000,000 CFA francs (~€1,500).
SA: Minimum capital of 10,000,000 CFA francs (~€15,000).
Registration
Mandatory registration with the CCIB to obtain a registration number and trade license.
Financial Reporting
Companies must maintain accounting records and file annual accounts.
Mergers and Acquisitions
Governed by OHADA rules with procedures for approval and creditor protection.
Dissolution and Liquidation
Regulated under OHADA Uniform Act provisions to ensure orderly wind-up.
Summary Table
| Aspect | Details |
|---|---|
| Main Law | OHADA Uniform Act on Commercial Companies |
| Company Types | SARL, SA, Partnerships, Sole Proprietorship |
| Governing Bodies | CCIB, Commercial Courts |
| Capital Requirements | SARL: 1,000,000 CFA; SA: 10,000,000 CFA |
| Governance | Shareholders’ meetings, managers/boards |
| Financial Reporting | Annual accounts required |
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