Corporate Law at Burundi
Here’s an overview of Corporate Law in Burundi:
Corporate Law in Burundi
Burundi’s corporate law framework is influenced by the OHADA (Organisation pour l’Harmonisation en Afrique du Droit des Affaires) system, a regional organization harmonizing business laws across many Francophone African countries. This provides a unified and modern legal framework for companies.
Legal Framework
1. OHADA Uniform Act on General Commercial Companies and Economic Interest Groups (2014)
Burundi is a member of OHADA and applies this Uniform Act, which governs:
Company formation,
Types of companies,
Corporate governance,
Shareholder rights,
Mergers and restructuring,
Dissolution and liquidation.
2. Burundi’s Civil Code and Commercial Code
Supplement the OHADA laws with general rules related to contracts and commercial transactions.
Types of Companies under OHADA Applicable in Burundi
Société Anonyme (SA) – Public Limited Company
Suitable for larger enterprises,
Requires a minimum share capital,
Shares can be publicly traded.
Société à Responsabilité Limitée (SARL) – Limited Liability Company
Most common form,
Shareholders' liability limited to their contributions,
Flexible for small and medium enterprises.
Other forms: Partnerships, Société en Nom Collectif (general partnerships), Société en Commandite (limited partnerships), and economic interest groups.
Key Corporate Governance Features
Shareholders’ Rights
Voting rights, dividend rights, access to information.
Protection of minority shareholders through specific provisions.
Management
SA: Managed by a Board of Directors or a Supervisory Board and Management Board.
SARL: Managed by one or more managers (gérants).
Meetings and Reporting
Annual general meetings are mandatory.
Companies must keep proper accounting records and submit annual financial statements.
Mergers and Acquisitions
Regulated by OHADA law with specific procedures for approval and creditor protection.
Foreign Investment
Burundi welcomes foreign investment.
Foreign investors can fully own companies.
Companies must comply with OHADA corporate regulations regardless of ownership.
Challenges and Developments
Enforcement of corporate governance rules can be uneven due to limited institutional capacity.
Ongoing reforms aim to improve the business climate and legal certainty.
Summary
| Aspect | Details |
|---|---|
| Governing Law | OHADA Uniform Act (applicable since 2014) |
| Common Company Forms | SA (public company), SARL (limited company) |
| Shareholder Liability | Limited to capital contributions |
| Corporate Governance | Board of Directors or Managers depending on company type |
| Foreign Investment | Permitted and encouraged |
| Reporting Requirements | Annual accounts, meetings mandatory |
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