Joint Ventures 2026 Comparisons

The geopolitical context in Côte d’Ivoire is marked by subregional jihadist threats as well as tensions in Eastern Europe and the Middle East. Côte d’Ivoire has strengthened its security measures to combat jihadism. However, tensions in the Middle East and Eastern Europe have kept shipping costs volatile.

In addition, targeted tariffs (ranging from 10% to 21%) on certain exports and uncertainties around the African Growth and Opportunity Act (AGOA) have affected key sectors such as cashews, rubber and cocoa.

In response to these tougher conditions in the US market, Ivorian exporters and the government are focusing their efforts on two main areas:

• incentives for local processing – increasing local value-added to offset the impact of customs duties on profit margins; and
• diversification of export markets – strengthening trade with the intra-African market through the African Continental Free Trade Area (AfCFTA) and with Asian and European markets.

Despite this geopolitical context, Côte d’Ivoire’s inflation rate over the past 12 months has been remarkably stable, remaining well below the 3.0% threshold set by UEMOA.

The sectors that have been most active over the past 12 months are:

• the extractive sector;
• the agro-industrial sector;
• civil engineering and construction;
• fintech; and
• energy transition.

These sectors have been more dynamic due to decisions by political authorities and a favourable global context, characterised by a large young population.

Regulations Related to Emerging Technologies Affect the Structure of JVs

Regarding data storage and use: Law No 2013-450 of 19 June 2013, on the protection of personal data requires that data be hosted locally and data transfers may be considered only with the prior authorisation of the Telecommunications and ICT Regulatory Authority of Côte d’Ivoire (“ARTCI”). In practice, joint ventures either set up local data centres or engage hosting providers licensed in Côte d’Ivoire.

Regarding intellectual property, the applicable legislation is Law No 2016-555 of 26 July 2016, on copyright and related rights and the Bangui Agreement on Intellectual Property. National law primarily protects copyright or patents subject to human intervention, creating numerous grey areas around property rights when a partner contributes an algorithm or AI. Therefore, the joint-venture agreement must clearly specify the contributions, their origin and the rules governing ownership transfer.

The two main types of joint ventures generally used in Côte d’Ivoire under OHADA law are as follows.

Institutional Joint Venture

The partners decide to establish a new business entity with its own legal personality.

The types of companies established have been outlined below.

• Limited liability company (“SARL”) – a simple partnership due to its single management body: the manager. In this partnership, the partners are liable for the partnership’s debts only up to the amount of their contributions.
• Simplified joint-stock company (“SAS”) – highly sought after because of the flexibility of these rules. In fact, the partners decide how the company will operate in the articles of incorporation.
• Public limited company (“SA”) – a hierarchical society in which each body has its own powers and the institutional nature is very pronounced. Contributions in kind are prohibited and the minimum share capital is CFA10 million.

Contractual Joint Venture

The partners decide to carry out a project together without creating a separate legal entity. Its forms have been outlined below.

• Joint venture – a company not registered in the trade register, without legal personality, very flexible for one-off projects.
• Economic interest grouping – an entity whose purpose is to implement a project for a fixed period. This registered company is intended to facilitate or develop the economic activity of its members, to improve or increase the results of this activity.
• Partnership contract – contractual cooperation by which two or more independent companies decide to combine their resources, skills and technical or financial means to jointly respond to a specific project for a limited period of time. The relationship between the partners is governed by contract law.

From a tax perspective, incentives depend on the type of business activity and the tax regime.

The company’s legal form has no significant impact on its tax treatment.

In Côte d’Ivoire, small and medium-sized enterprises (SMEs) benefit from a more flexible tax system.

SMEs are defined as companies with annual revenue (excluding taxes) of less than CFA1 billion.

For example, they are exempt from the business license tax for a period of five years.

In Côte d’Ivoire, no single regulator is dedicated exclusively to joint ventures. The regulation of a JV depends on its legal form, the way in which it was set up and, above all, its sector of activity.

For company incorporation and registration, the operational authority is the Centre for the Promotion of Investments in Côte d’Ivoire (CEPICI); the judicial authority is the Registry of the Commercial Court of Abidjan.

As far as the sectors of activity are concerned, the different regulators are:

• telecoms, tech and personal data protection: Telecommunications/ICT Regulatory Authority (ARTCI);
• energy and power: National Electricity Sector Regulatory Authority (“ANARE-CI”) & Ministry of Energy;
• hydrocarbons and petroleum: Directorate General of Hydrocarbons (DGH);
• mines and gold: General Directorate of Mines of the Ministry of Mines; and
• public procurement and construction: National Authority for the Regulation of Public Procurement (“ANRMP”).

The following standards govern the anti-money laundering sector:

• at the community level – the Uniform Law on the Fight against Money Laundering, the Financing of Terrorism and the Proliferation of Weapons of Mass Destruction in the Member States of the West African Monetary Union (WAMU) and its various directives; and
• at the national level – Ordinance No 2023-875 of 23 November 2023 on the fight against money laundering, the financing of terrorism and the proliferation of weapons of mass destruction.

The national monitoring body for compliance with the rules imposed by this legislation is the National Financial Information Processing Unit of Côte d’Ivoire (“CENTIF-CI”).

Côte d’Ivoire does not impose any particular obligations on joint ventures. Indeed, they are subject to the same obligations as institutional companies.

The four major obligations of companies are:

• implementation of KYC questionnaires allowing the identification of its customers, subcontractors and beneficial owners;
• implement formalised procedures and control measures including customer due diligence, transaction monitoring, document retention, internal control, data protection, recruitment, continuous training, information and staff awareness;
• appointment of one or more persons responsible for compliance with anti-money laundering procedures; and
• report suspicion to the CENTIF in the event of a transaction of CFA15 million in cash set by the Central Bank of West African States (“BCEAO”).

The restrictions on joint venture partners in Côte d’Ivoire are as follows.

• Obligations relating to business relationships with a politically exposed person:
1. obtain the authorisation of senior management before entering into a business relationship or carrying out a transaction with or on behalf of a politically exposed person;
2. establish the origin of the assets and the origin of the funds of the politically exposed and ensure continuous and reinforced monitoring of the business relationship; and
3. constant vigilance on the transactions carried out by the politically exposed person in order to ensure that they are in accordance with what is known to that person.
• Obligations relating to business relationships with a person domiciled in a higher-risk country: companies and joint ventures are required to apply enhanced due diligence measures, proportionate to the risks, in their business relationships and transactions with natural and legal persons, including financial institutions as well as legal arrangements in countries for which the FATF calls for doing so.

With regard to foreign participation in joint ventures, it is important to know the origin of the partners’ funds. In addition, any foreign investment in an Ivorian joint venture must be subject to an administrative declaration to the Ministry of Finance for statistical purposes.

In Côte d’Ivoire, there are no restrictions on the formation of JVs based on national security concerns. Indeed, the Ivorian Investment Code establishes the fundamental principle of freedom of investment and equal treatment between domestic and foreign investors. However, strict sector-specific regulations and prior authorisation requirements reflect economic sovereignty and national security.

Competition regulations in Côte d’Ivoire are set out in Ordinance No 2013-662 of 20 September 2013 on competition.

The regulatory body for this sector is the Commission de la Concurrence et de la Lutte contre la Vie Chère.

The main prohibitions provided for by this regulation are the following:

• prohibition of anti-competitive agreements, in particular when they relate to:
1. agreements restricting access to the market or the free exercise of competition by other undertakings;
2. agreements aimed at directly or indirectly fixing the price, controlling the selling price and in general, hindering the setting of prices by the free play of the market by artificially encouraging their rise or fall; in particular agreements between undertakings at different levels of production or distribution aimed at fixing the resale price;
3. the allocation of markets to the sources of supply, in particular agreements between production and distribution companies relating to absolute territorial protection;
4. limitations or controls on production, markets, technical development or investment;
5. discrimination between business partners by means of unequal conditions for equivalent services;
6. the subordination of the conclusion of contracts to the acceptance, by the partners, of additional services, which, by their nature or according to commercial usage, are unrelated to the subject matter of these contracts; and
7. prohibition of abuse of dominant position: the fact that one or more companies abuse a dominant position on the market or in a significant part of it; and
• prohibition of unfair competition practices, including:
1. any facts whatsoever having the object or effect of disrupting all or a substantial part of a market or likely to create confusion or deception by any means, such as the imitation of distinctive signs, names, appellations, denominations, signs, emblems, trademarks, industrial designs of a product, service or industrial or commercial activity of a competitor; and
2. false allegations in the course of trade that bring the establishment, goods, services or industrial or commercial activity of a competitor into disrepute.

The following are authorised to carry out economic investigations and to establish infringements of these prohibitions:

• the agents of the Directorate in charge of Competition Control;
• agents of the Directorate in charge of Competition Control, when they fall under category A and are specially authorised by the Minister in charge of Trade;
• judicial police officers; and
• the Rapporteurs of the Committee on Competition and the Fight Against the Cost of Living, for the cases referred to it.

It is important to specify that any person who opposes in any way the exercise of the functions entrusted to these agents is punishable by imprisonment of two to six months and a fine of five hundred thousand to CFA50 million or by one of these two penalties only.

Public proceedings are brought before the court, which may pronounce, in addition to the prison sentence and financial penalties, on a temporary or permanent basis, the closure of the convicted person’s shops, offices or factories.

When a listed company participates in a joint venture, the applicable rules are those of OHADA and the regional financial law set by the AMF-WAMU (WAMU Financial Markets Authority).

The following obligations must be respected.

Obligation to Inform

The listed company must publish a press release providing information on the regional financial market (via the BRVM bulletin and approved media) as soon as the agreement is concluded. The press release must detail the purpose of the JV, the distribution of the capital, the amount of the planned contributions and the strategic role assigned to each partner.

Prior Approval of the Board of Directors

Any agreement entered into directly or through an intermediary between the listed company and the joint venture (or between the listed company and one of its directors/shareholders holding more than 10% of the votes and involved in the joint venture) must obtain the prior approval of the Board.

Accounting Obligations

Compliance with SYSCOHADA’s accounting rules.

Law No 2024-362 of 11 June 2024 creating the Register of Beneficial Owners requires the legal representative of any legal person or legal arrangement created or operating in Côte d’Ivoire to declare their beneficial owners in the register dedicated to it located at the registry of the Court in the jurisdiction of their registered office, by means of a print designed for this purpose.

The legal representative who violates this obligation shall be liable to a prison sentence of one to six months and a fine of between CFA100,000 and CFA1 million or both. The same penalty applies in the event of a delay in amending the declaration. Indeed, any modification, rectification or additional declaration must be made within one month of the occurrence of the event.

Notable legal developments regarding joint ventures include:

• toughening of the courts in the event of mismanagement by company directors;
• flexibility regarding the holding of boards of directors and general meetings, which can be held by videoconference;
• increasing use of arbitration; and
• strengthening anti-money laundering regulations, the obligation to declare beneficial ownership and KYC questionnaires.

During the negotiation phase of a joint venture, the following documents are being prepared:

• the confidentiality agreement;
• the exclusivity act; and
• the KYC due diligence questionnaire.

The standard clauses that should be expected to be included are:

• the compliance clause with the legislation on the protection of personal data;
• the clause of compliance with anti-corruption rules and compliance with foreign exchange regulations in the WAEMU zone;
• the non-solicitation clause of staff; and
• the applicable law clause and dispute resolution.

Regarding the joint venture’s disclosure requirements, the approach is characterised by contractual confidentiality; signing the agreement triggers disclosure obligations to obtain authorisation, depending on the nature of the business and closing triggers mandatory legal disclosure requirements to the general public.

The conditions precedent that generally influence the creation of a joint venture are as follows:

• the absence of a ban on company directors;
• obtaining the necessary authorisations and approvals depending on the sector of activity; and
• the actual subscription to the contributions.

OHADA law allows significant contractual flexibility when drafting these clauses. To prevent financial imbalance, parties can add a material adverse change clause with a defined numerical threshold.

During negotiations, parties consider unforeseeable events, such as force majeure or acts of state. They may be listed in addition to the force majeure definition and/or provide a period to renegotiate the contract if such an event persists and/or has a lasting effect on the performance of an obligation.

Based on our experience, we will structure the joint venture as an institutional entity in the form of an SAS. This offers advantages because its operating framework is flexible; the SAS allows the partners to tailor the company’s operations directly in the articles of incorporation. Furthermore, there is no minimum capital requirement.

Côte d’Ivoire applies the general principle of openness to foreign direct investment, as enshrined in the Investment Code, which guarantees equal treatment for both domestic and foreign investments.

In Côte d’Ivoire, corporate joint ventures are often structured through the SAS, introduced by the revised OHADA Uniform Act on Commercial Companies (AUSCGIE, Articles 853-1 to 853-23). The SAS allows founders to organise the company’s governance almost entirely by contract, subject only to a limited set of mandatory rules, making it far better suited to joint ventures than the more rigid SA or SARL.

Practitioners typically document a corporate JV through two layers: the company’s articles of association (statuts), which are filed with the trade register and binding on third parties and a separate shareholders’ agreement (pacte d’actionnaires), which remains confidential and governs matters the parties do not wish to disclose publicly. Since the 2014 reform, a breach of the statuts can trigger nullity of the relevant corporate decision rather than a mere damages claim (AUSCGIE, Article 853-11), which has increased the appeal of incorporating key JV terms directly into the statuts rather than relying solely on a side letter.

A corporate JV agreement typically addresses:

• the purpose and scope of the venture;
• the parties’ respective contributions and resulting shareholding;
• governance and reserved matters;
• funding mechanisms and further capital calls;
• transfer restrictions and pre-emption;
• deadlock resolution;
• non-compete and exclusivity undertakings;
• IP;
• confidentiality;
• representations and warranties; and
• termination and exit mechanics.

For purely contractual collaborations that do not involve creating a distinct legal entity, parties may instead use a société en participation (an unincorporated, non-registered vehicle with no legal personality, AUSCGIE Articles 854-864) or rely on a straightforward cooperation agreement.

The SAS regime allows the parties to design a governance structure tailored to the venture. The articles of association must designate a president, who is vested with the broadest powers to represent the company towards third parties, including for acts falling outside the corporate purpose (AUSCGIE, Article 853-8); any statutory limitation on the president’s powers is unopposable to third parties. The articles of association may also create additional bodies (such as a steering committee, a director general, a deputy director general) and freely allocate powers between them.

Day-to-day management decisions are usually delegated to the president or an operating committee, while a defined list of reserved matters – typically including the annual business plan, material contracts, indebtedness above a threshold and changes to the JV’s activities – requires prior approval of the shareholders, often by unanimity or supermajority. Certain matters (capital increases, mergers, dissolution, transformation, appointment of auditors, approval of annual accounts) must in any event be exercised collectively by the shareholders and cannot be delegated (Article 853-11, Paragraph 2); a decision taken in breach of this rule is void.

Under the AUSCGIE, contributions to a company may take the form of cash (apport en numéraire), contributions in kind (apport en nature), or contributions in industry, ie, know-how or services (apport en industrie) (Articles 37 and 40). The SAS is the only vehicle that can issue inalienable shares in consideration of an apport en industrie, with terms freely set by the articles of association (Article 853-5), a flexibility not available to an SA or SARL, where such contributions do not form part of the share capital.

In practice, Ivorian JVs are funded through a combination of equity and shareholder debt (comptes courants d’associés), the latter being attractive for its flexibility and tax treatment. JV agreements typically specify whether shareholders must fund pro rata to future cash calls or whether funding is discretionary and they address the consequences of a shareholder’s failure to fund. As any subsequent capital increase or transformation decision generally requires unanimity or a qualified majority set out in the articles of association, JV agreements should align the funding mechanism with the applicable voting threshold to avoid a shareholder blocking future funding rounds.

The AUSCGIE does not provide for a statutory deadlock mechanism and deadlock resolution is left entirely to the JV agreement.

Ivorian JV agreements commonly provide an escalation process (first to senior representatives of each shareholder, then to mediation or expert determination) followed, if the deadlock persists, by a buy-sell mechanism (put/call option, Russian roulette, or Texas shootout clause) allowing one party to acquire the other’s interest.

JV agreements may provide for an escalation process (first to senior representatives of each shareholder, then to mediation or expert determination, followed, if the deadlock persists, by a buy-sell mechanism allowing one party to acquire the other’s interest).

Such forced-transfer mechanisms are now expressly validated for the SAS: the articles of association may stipulate that a shareholder can be compelled to sell its shares in defined circumstances, with the price set by agreement or, failing that, by an expert (AUSCGIE, Articles 853-19, 853-21).

As a last resort, a shareholder may apply to the competent court for early dissolution on legitimate grounds, expressly including “mésentente entre associés empêchant le fonctionnement normal de la société” (disagreement between shareholders preventing normal operation of the company) (Article 200-5°), which is a remedy that in practice destroys value for both parties and is generally treated as a mechanism of last resort rather than a primary deadlock-breaking tool.

Beyond the JV agreement and articles of association, Ivorian JVs will typically be supported by ancillary agreements, such as:

• a technology or trademark license agreement (where one party contributes IP);
• a supply, distribution or services agreement governing the JV’s ongoing commercial relationship with its shareholders;
• a secondment agreement where a shareholder provides personnel to the JV;
• a non-disclosure agreement covering the negotiation/the operation of the venture; and, where applicable
• a put/call option agreement documenting the deadlock or exit mechanism as referred to above.

Under the AUSCGIE’s general provisions applicable to all company forms, shares confer on their holder a right to profits when distribution is decided, a right to net assets on dissolution or capital reduction, an obligation to contribute to losses and voting rights (Article 53). Unless the articles of association provide otherwise, these rights and obligations are proportional to each shareholder’s contribution (Article 54, Paragraph 1). The same article expressly voids any clause that would give one shareholder the entirety of the profits or exempt it entirely from losses, or that would exclude a shareholder entirely from profits or impose on it the entirety of the losses.

As for liability, shareholders of an SAS are liable for the company’s debts only up to the amount of their contributions (Article 853-1); the JV agreement will typically go further and specify each party’s exposure under guarantees, indemnities and non-compete undertakings given in connection with the venture. Access-to-information rights (board reporting, audited accounts, inspection rights) are generally addressed contractually, in addition to the statutory rights attached to shares.

A minority JV partner’s protection in an Ivorian SAS rests primarily on the articles of association, given the AUSCGIE’s broad freedom of contract for this type of company. Typical protections include:

• a list of reserved matters requiring the minority’s consent (veto rights) regardless of its shareholding;
• enhanced information and audit rights; and
• representation on the board or steering committee irrespective of shareholding percentage.

Transfer restrictions are also a key minority-protection tool: the articles of association may make any transfer of shares subject to prior approval (agrément) and a right of pre-emption (Article 853-18), may render shares temporarily inalienable for up to ten years (Article 853-17) and may provide for tag-along rights protecting the minority if the majority sells its stake. Such mechanisms are validly implemented through the general freedom left to the articles of association.

Any transfer made in breach of these statutory clauses is void (Article 853-19-1). Clauses of this kind may be adopted or amended only by unanimous shareholder vote (Article 853-22), which protects a minority against dilution of its contractual protections by majority vote.

The AUSCGIE applies mandatorily to the JV vehicle itself, regardless of any choice of law in the JV agreement. For the JV agreement between the shareholders, parties may derogate from territorial jurisdiction rules by express or tacit agreement, subject to limited public-policy exceptions.

Where a JV agreement is silent on procedural law, the court seized applies its own procedural rules regardless of the substantive law chosen by the parties.

There is no general requirement to attempt conciliation or mediation before bringing a commercial claim, save where a specific law provides otherwise. Conciliation before a judge remains available voluntarily at any stage.

Côte d’Ivoire is subject to the Uniform Act on Arbitration, under which parties may submit disputes to arbitration seated in any OHADA member state. Recourse against an award is limited to annulment on a closed list of grounds, reviewable only by the CCJA and enforcement requires an exequatur order that can be refused only for breach of international public policy.

Separately, Côte d’Ivoire is a party to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, which governs recognition and enforcement of awards seated outside the OHADA zone.

Foreign court judgments are enforced through a separate exequatur procedure before the Ivorian court of the defendant’s domicile or, failing that, the place of enforcement. Exequatur requires, among other conditions, that the foreign court was competent, that the judgment is final and enforceable in its country of origin, that the defendant was properly summoned and able to defend itself, that the matter was not one of exclusive Ivorian jurisdiction, that the judgment does not conflict with an existing Ivorian judgment on the same matter and that it is not contrary to Ivorian public policy; enforcement is further conditional on reciprocity, ie, that Ivorian judgments can obtain exequatur in the country where the foreign judgment was rendered.

The AUSCGIE leaves the board structure of an SAS almost entirely to the articles of association, which set the conditions under which the company is managed (Article 853-7). The only mandatory organ is the president, who represents the company towards third parties with the broadest powers, exercised within the limits of the corporate purpose in third-party dealings (Article 853-8); the articles of association may add a director general, a deputy director general, or a steering committee/board and allocate powers between them. Shareholders may also organise board composition and the relations between them through an extra-statutory shareholders’ agreement, expressly permitted by the AUSCGIE, provided it does not contradict the articles of association or mandatory provisions.

The AUSCGIE does not impose any nationality restriction on directors or the president.

Weighted or multiple voting rights are not addressed for the SAS as such, since the SAS is not required to use one-share-one-vote at board level and the articles of association are free to allocate governance rights as the shareholders see fit; each share does, however, carry at least one vote in collective shareholder decisions (Article 853-12).

The AUSCGIE does not set out a distinct list of directors’ duties for the SAS; the liability rules applicable to members of an SA board of directors apply to the president and directors of an SAS (Article 853-10). Delegation of the president’s powers to a director general, deputy director general, or other person designated by the articles of association is expressly permitted (Article 853-8); any statutory limitation on these delegated powers remains unopposable to third parties.

On reporting, the president (or equivalent governing body) must prepare an annual management report covering the company’s situation over the past financial year, its foreseeable development and material events since the financial year-end, addressed to the auditors at least 45 days before the annual general meeting and then presented to that meeting (Articles 138 and 140). This obligation applies to SAS as much as to SA.

Agreements entered into directly between the company and its president, one of its directors, or a shareholder holding more than 10% of the voting rights (or the controlling company of a corporate shareholder) must be reported to the shareholders, who resolve on them; the interested person cannot vote and their shares are disregarded for quorum and majority purposes (Article 853-14). Agreements entered into via an interposed person, or in which such a person has an indirect interest, are subject to the same rule. Ordinary-course agreements on normal terms are exempted (Article 853-15).

Separately, the president and directors (and their spouses, ascendants, descendants and interposed persons) are prohibited, on pain of nullity, from borrowing from the company, obtaining overdraft facilities from it, or having the company guarantee their personal commitments to third parties (Article 853-16). This prohibition does not apply where the management is a legal entity.

At the incorporation of a corporate JV, the key IP issue is determining whether pre-existing IP contributed by a partner is transferred to the JV entity (assignment) or merely made available to it (licence), as the Accord de Bangui treats these as distinct, formally separate acts: any transfer of ownership, licence, or pledge relating to a patent, trademark, or design must be in writing, on pain of nullity and takes effect against third parties only once recorded on OAPI’s special register and published in its official bulletin. The parties should also address, from the outset, ownership of IP created by the JV during its operation (background vs foreground IP) and register the JV entity itself, rather than an individual shareholder, as titleholder where new IP is developed jointly.

In purely contractual collaborations (no JV entity), the same registration and opposability rules apply to any license or assignment agreed between the parties and the collaboration agreement should clearly allocate ownership of IP created jointly during the collaboration, as the Accord de Bangui does not itself resolve joint-ownership questions beyond what the parties agree.

JV agreements typically deal with IP through:

• a schedule listing contributed/background IP and its owner;
• a license (rather than an outright assignment) of that background IP to the JV for the duration of the venture, often reverting to the contributing partner on termination;
• provisions on ownership of foreground IP generated by the JV; and
• confidentiality/use restrictions.

For transfers of IP to or from foreign entities, a further consideration is the UEMOA foreign exchange framework: royalty payments under a license are treated as “opérations courantes” and are freely executed through an authorised intermediary bank on presentation of supporting documents, without prior authorisation (Règlement 06/2024/CM/UEMOA).

An outright assignment of IP, by contrast, falls within “opérations en capital”, which expressly include acquisitions of non-financial, non-produced intangible assets; an assignment to a foreign non-resident acquiring CIV-based IP is treated as inward foreign direct investment and is free, whereas a Côte d’Ivoire-resident acquiring IP abroad (outward investment) requires prior authorisation from the Minister of Finance and is subject to a 75% external-financing requirement.

Whether to licence or assign depends on how much control the contributing partner wants to retain. Under the Accord de Bangui, an assignment is a transfer of ownership, definitive and (subject to any territorial split for licences) not limited in scope. In contrast, a licence contract cannot exceed the duration of the underlying registration, must be recorded on the OAPI register to be enforceable against third parties and (unless the licence is exclusive or the contract says otherwise) does not prevent the licensor from granting further licences or continuing to exploit the IP itself. A licence is also not assignable and does not entitle the licensee to grant sub-licences, unless the licence contract expressly provides otherwise.

Practically, licensing allows the contributing partner to retain IP ownership, making it easier to use the IP outside the JV or reclaim it upon exit, without the need for a formal title transfer. Assignment, by contrast, gives the JV entity full ownership, which is preferred if the JV will operate and enforce the IP independently. Both options require written contracts and OAPI registration to be effective against third parties; without registration, the rights are valid only between the parties, not against third parties.

Under the Accord de Bangui, clauses in a licence contract that amount to anticompetitive practices, or that impose restrictions on the licensee going beyond what is needed to protect the IP right itself, are void.

Côte d’Ivoire’s Environment Code sets out general principles applicable to any JV activity with an environmental footprint, including the precautionary principle, the polluter-pays principle and a right to information and public participation in decisions likely to affect the environment. Any significant project likely to have an environmental impact must undergo a prior Environmental Impact Study (EIE) covering, at minimum, a description of the project and affected environment, alternatives considered, likely direct, indirect and cumulative effects, mitigation measures, monitoring arrangements and a costed estimate of mitigation and monitoring measures. Authorities cannot approve or authorise a listed project without an EIE, or the approval will be null and void. Certain installations are also classified as subject to prior authorisation or declaration, depending on the hazards or nuisances they present and heavily polluting enterprises may be required to undergo an ecological audit at the promoter’s expense. The Agence Nationale de l’Environnement (ANDE), a public body seated in Abidjan, reviews EIEs and administers this regime.

For a JV entity, this means environmental compliance (EIE, classified-installation authorisations, ongoing monitoring) should be allocated as a governance responsibility and budget line from the outset, particularly for JVs in extractive, industrial, or infrastructure sectors. Beyond the environmental strand, JV partners (particularly where one is a listed or internationally regulated entity) are keen to build ESG reporting, supply-chain and human-rights due diligence obligations into the JV agreement, even though Ivorian law does not impose a general corporate due-diligence or non-financial reporting duty.

A JV structured as an SAS ends on one of the grounds listed by the AUSCGIE: expiry of its term, completion or extinction of its corporate purpose, annulment of the company contract, a shareholder decision taken under the conditions required to amend the articles of association, judicial dissolution for just cause (including a shareholder’s failure to perform its obligations or a disagreement between shareholders preventing normal operation of the company), a court judgment ordering liquidation of the company’s assets, or any other cause set out in the articles of association (Article 200). Beyond these statutory grounds, JV agreements typically also provide for termination by mutual consent, on a material breach by a party, or following exercise of a buy-sell/exit mechanism.

Dissolution only takes effect against third parties once published and automatically places a multi-shareholder company into liquidation; the company’s legal personality subsists for the purposes of the liquidation until it is closed (Article 201).

General matters to address on termination of a JV agreement include winding down or continuing the underlying business, allocating shared costs, treating ongoing contracts with third parties, employee transfers, confidentiality and non-compete obligations surviving termination and the asset-distribution and exit mechanics addressed at 9.2 Asset Redistribution and Transfers and 9.3 Exit Strategy.

Absent a specific provision in the articles of association or JV agreement, net assets remaining after liquidation (once the nominal value of shares has been repaid) are distributed among shareholders in proportion to their share of the capital (Article 237). The AUSCGIE does not provide a specific statutory mechanism entitling a shareholder to reclaim the actual asset it contributed in kind; if the parties want a contributor to recover its original contribution (eg, land, equipment, IP) rather than its proportional share of the liquidation proceeds, this needs to be expressly built into the articles of association or JV agreement.

This distinction matters in practice: assets originally contributed by a specific participant (and specifically identifiable, eg, real property or IP) raise different questions (valuation at contribution, any conditions attached to the contribution, potential reversion rights) than assets generated by the JV itself during its operation (goodwill, receivables, contracts, developed IP), which the parties will more commonly share pro rata or allocate by negotiation on exit, since the default statutory rule only addresses the latter category by default.

Exit is largely a matter of contractual freedom for an SAS, within limits set by the AUSCGIE. The articles of association may render shares temporarily inalienable for up to ten years (Article 853-17), make any transfer subject to prior approval and pre-emption rights (Article 853-18) and provide for forced transfer of a shareholder’s shares in defined circumstances, with the price set by agreement or by an expert failing agreement (Article 853-19). Any transfer made in breach of these statutory clauses is void (Article 853-19-1). Shareholders may adopt or amend these clauses only by unanimous decision (Article 853-22).

At company level, the AUSCGIE also permits a company to buy back its own shares in connection with a capital reduction, with the repurchased shares then cancelled. Beyond these statutory tools, the JV agreement determines whether a JV exit occurs through a share transfer to the other partner, a third-party sale, a buy-sell/put-call mechanism, or liquidation.