Corporate Interest and the Governance of Commercial Companies under OHADA Law

No commercial company can exist without corporate interest, as it is fundamental to its existence. Corporate interest underpins the parties’ decision to enter into a company agreement. As stipulated in Article 4 of the Uniform Act relating to commercial companies law, every commercial company must have a lawful purpose and must be formed in the common interest of the shareholders. The central question addressed in this paper concerns the legal substance of corporate interest within the OHADA context. Should corporate interests primarily serve the objectives of the company as a legal entity with distinct legal personality, or should they serve the interests of shareholders? This paper advances the hypothesis that, although the shareholders are the principal beneficiaries of the corporate interest, they can fully enjoy the benefit of the commercial company only where the company’s interest is placed above individual interests. The sustainability and growth of the company will ultimately reinforce shareholders’ interests. Corporate interest has both economic and social dimensions. From an economic perspective, respect for the company’s interest ensures its continued viability and requires managers to act within the framework of that interest. From a social perspective, corporate interests promote equilibrium between the company and its shareholders while also safeguarding a balance between majority and minority shareholders. This study adopts the doctrinal legal research method to achieve its objective; it analyzes legal rules contained in statutes and regulations and critically examines and evaluates authoritative legal texts.