OHADA uniform acts

Uniform acts are the common laws of OHADA (Organization for the Harmonization of Business Law in Africa), directly applicable in all seventeen of its member states. Article 10 of the Treaty of Port Louis fits in one sentence: uniform acts are directly applicable and binding in the member states, notwithstanding any conflicting provision of domestic law, whether earlier or later. A uniform act is a common law, adopted by the OHADA Council of Ministers by unanimity of the states present and voting, which comes into force without transposition and sets aside the conflicting national text. There are about ten of them, from general commercial law to commercial companies, accounting and mediation. Three matter directly to an underwriter. The Uniform Act Organizing Security Interests, revised in Lomé on December 15, 2010, recognizes the independent guarantee and the independent counter-guarantee, creates the security agent and makes registration with the Trade and Personal Property Credit Register the condition for enforcing security over movable assets against third parties. The Uniform Act on insolvency proceedings, revised in 2015, adds a confidential conciliation upstream of preventive settlement, judicial reorganization and liquidation, and provides simplified procedures for small businesses. The Uniform Act on arbitration law was revised in Conakry in November 2017, on the same day the Uniform Act on mediation was adopted. For a credit insurer or a surety underwriter, the effect shows in the bank guarantee. A demand guarantee issued by a bank in Douala follows the same rules on calls and the same defenses as one issued in Lomé, and the beneficiary knows in advance what can delay payment: manifest abuse or fraud. Same logic for the surety bond covering a public contract: its regime, its mandatory wording and its discharge are written once for the whole zone. The limit is practical. Unregistered security over movables loses out to other creditors, and the registers are kept court by court, with very uneven delays; due diligence checks the registration itself, rather than the signed deed alone.