La responsabilité civile des dirigeants sociaux en droit Ohada

The purpose of this paper is to present civil liability of company executives regime under OHADA law. This OHADA law regime is not different from the French law regime. Civil liability of company executives under OHADA law is twofold according to the economic situation of the company. If the company is in good conditions (in bonis) civil liability is almost identical to the general civil liability either under personal action or company action (OHADA Uniform act relating to commercial companies and economic interest group). Instead, if the company is not in good conditions, i.e. under collective procedure, the OHADA Uniform act organizing collective proceedings for wiping off debts creates a derogatory civil liability regime. The derogations extend both to the bringing into play and to the effects. The very existence of two separate civil liability regimes is questioned. As far as they have a common cause, company executive wrongdoing, it is far from clear to understand why two different regimes were created. The argument related to the economic situation of the company at the moment civil liability arise is not pertinent. Legal consistency implies that penalty of company executive wrongdoings must be exactly the same whatever may be the situation of the company.