OHADA Company Types: SARL, SA, GIE & More Explained

OHADA harmonises company law across 17 African countries, so the same legal forms appear whether a business registers in Senegal, Côte d'Ivoire or Cameroon. The main forms are the SARL (private limited company), SUARL (single-member SARL), SA (public limited / joint-stock company), SAS (simplified joint-stock company), GIE (economic interest group), SNC (general partnership) and the Entreprise Individuelle (sole proprietorship). This guide explains what each one means, who is liable, who it suits and how it is governed, in plain English with the original French legal terms so it works across every OHADA state.

What is OHADA and which countries use it?

OHADA stands for Organisation pour l'Harmonisation en Afrique du Droit des Affaires (Organisation for the Harmonisation of Business Law in Africa). Created in 1993, it gives its member states a single, shared body of business law through a series of *Actes uniformes* (uniform acts). The most relevant one for company structures is the *Acte uniforme relatif au droit des sociétés commerciales et du groupement d'intérêt économique*, which defines all the legal forms covered below.

Because the law is harmonised, a company registered in one OHADA country uses the same form, the same incorporation logic and the same public register, the RCCM (Registre du Commerce et du Crédit Mobilier), as a company in any other. That is what makes pan-African company search possible: the structure is consistent across borders.

The 17 OHADA member states are: Benin, Burkina Faso, Cameroon, Central African Republic, Chad, Comoros, Republic of the Congo, Côte d'Ivoire, the Democratic Republic of the Congo (DRC), Equatorial Guinea, Gabon, Guinea, Guinea-Bissau, Mali, Niger, Senegal and Togo. Together they span West and Central Africa and represent one of the largest harmonised legal spaces on the continent.

SARL, Société à Responsabilité Limitée (private limited company)

The SARL is the workhorse of OHADA business law and the most common form for small and medium-sized companies. It is a private limited liability company, meaning the personal assets of its owners (the *associés*, or members) are protected: their liability is limited to the amount they invest in the company's capital.

An SARL is owned through *parts sociales* (membership shares) rather than freely tradable stock, and shares generally cannot be sold to outsiders without the agreement of the other members. It is governed by one or more managers (*gérants*). The minimum share capital is low and accessible, which makes the SARL ideal for founders, family businesses, consultancies and growing SMEs that want liability protection without the formality of a public company. Exact minimum capital and registration fees vary by country, so check your national rules.

SUARL, Société Unipersonnelle à Responsabilité Limitée (single-member SARL)

A SUARL is simply an SARL with a single owner. The name means *Société Unipersonnelle à Responsabilité Limitée*, a one-person limited liability company. It carries all the benefits of the SARL (limited liability, a separate legal personality) for an entrepreneur who does not want partners.

The single member (*associé unique*) is liable only up to their capital contribution, which is a major advantage over operating as a sole proprietor where personal and business assets are not separated. A SUARL suits solo founders, freelancers formalising their activity, and entrepreneurs who want to protect their personal wealth while keeping full control. If the company later takes on additional members, it simply converts to a standard SARL.

SA, Société Anonyme (public limited / joint-stock company)

The SA, or *Société Anonyme*, is OHADA's public limited company, a joint-stock company designed for larger businesses, capital raising and institutional ownership. Ownership is divided into *actions* (shares) that are, in principle, freely transferable, and shareholders' liability is limited to their shareholdings.

An SA has a higher minimum share capital than an SARL and more demanding governance: it is run either by a board of directors (*conseil d'administration*) with a managing director, or by a single general manager (*administrateur général*) in smaller SAs, and it is typically subject to statutory audit by a *commissaire aux comptes*. Banks, insurers, large industrial groups and any company planning to raise significant capital or list publicly use the SA. It suits established businesses that need credibility, scale and the ability to bring in many shareholders.

SAS, Société par Actions Simplifiée (simplified joint-stock company)

The SAS (*Société par Actions Simplifiée*) is a more flexible joint-stock company that OHADA introduced to give founders and investors greater freedom in how they organise governance. Like the SA, ownership is held in shares (*actions*) and liability is limited to contributions, but the rules for how the company is run are set largely by the shareholders themselves in the statutes (*statuts*).

This flexibility makes the SAS popular with startups, joint ventures and businesses bringing in venture capital, where bespoke voting rights, share classes and decision-making rules matter. It can also be formed as a single-member entity (the SASU). If you want the share-based structure of an SA without its rigid governance template, the SAS is usually the answer.

GIE, Groupement d'Intérêt Économique (economic interest group)

A GIE, or *Groupement d'Intérêt Économique*, is not a company in the usual sense, it is an economic interest group that lets two or more existing businesses or individuals pool resources to pursue a shared economic goal while each keeps its own independence. Think of cooperatives of traders, professional associations, shared marketing or export groups, and consortia of SMEs that want collective bargaining power.

A GIE has its own legal personality but is meant to extend or facilitate its members' activity rather than generate profit for itself. A defining feature is that members are typically jointly and severally liable (*responsabilité solidaire et indéfinie*) for the group's debts, so it carries more personal risk than a limited company. It often requires little or no minimum capital. A GIE suits collaborators who want to act together, sharing logistics, branding or purchasing, without merging into a single company.

SNC, Société en Nom Collectif (general partnership)

The SNC (*Société en Nom Collectif*) is a general partnership in which all partners (*associés*) are merchants and share unlimited, joint and several liability for the company's debts. There is no minimum capital requirement, and the partnership is built on a strong personal relationship of trust between the partners.

Because liability is not limited, the SNC is less common today and is generally chosen by a small number of partners who know each other well and accept full responsibility, for example family ventures or tight professional partnerships. The trade-off is simplicity and discretion in exchange for personal exposure.

Entreprise Individuelle (sole proprietorship)

The Entreprise Individuelle is a sole proprietorship: a single person trading in their own name, registered as a merchant (*commerçant*) on the RCCM. It is the simplest and cheapest way to operate formally, there is no separate company and no share capital to assemble.

The key drawback is that there is no separation between the owner and the business: the entrepreneur is personally liable for all debts with their own assets. It suits very small traders, artisans and individuals testing an activity. Many founders begin here and later move to a SUARL or SARL once liability protection becomes important.

How to choose an OHADA legal form

• Want limited liability with low cost and full control? A SUARL (single owner) or SARL (with partners) is usually the right starting point.
• Raising significant capital or planning to scale and list? Choose an SA for its credibility and share-based ownership.
• Need flexible governance for a startup or joint venture with investors? The SAS lets you tailor the rules.
• Several businesses cooperating without merging? A GIE pools resources but means shared, unlimited liability.
• A trusted partnership willing to accept personal risk? The SNC is simple but exposes all partners.
• Just starting out solo and small? An Entreprise Individuelle is cheapest, but offers no asset protection.
• Always confirm minimum capital, fees and audit thresholds with your national registry, since these vary across the 17 OHADA states.

How to find a company's legal form

Every company registered in an OHADA state appears on the RCCM with its legal form (*forme juridique*) recorded alongside its registration number. In Senegal, public records also show the RCCM number and the NINEA (the company's tax/business identifier). To understand how those two identifiers differ, see our guide on RCCM vs NINEA.

On Fylings you can look up a company by name and instantly see whether it is an SARL, SUARL, SA, GIE or another form, along with its RCCM and NINEA where available. Start with the Senegal hub, learn how to verify a Senegalese company for free, or simply search a company right now.

Ready to look one up? Fylings makes African company intelligence free and instant. Search a company by name, browse the Senegal hub, or learn to verify a Senegalese company in seconds.