Specific law of the Single Shareholder Limited Liability Company

When one considers the etiology of the gestation of the one-person company, one realizes that its existence predates its legal consecration in the OHADA community space, and that the most industrialized countries, such as the United States of America, Germany, Great Britain and France had already recognized the right of the one-person company. It is true that the OHADA legislator has innovated in the institution of this company (the SARLU), but we note however that the single shareholder does not appropriate the perfect management framework of the single-member company, in other words, the rules of operation of the latter will show an imperfection caused by the difficulties of adapting the general rules on the subject to the particular case of the single-member company. Hence the risk of a calamitous corporate governance and management, offering more dangers to misunderstand the social patrimony by including it in the elimination of the fiscal and accounting border, in that of the person of the single partner (the personal patrimony). The present reflection pleads in favour of the adoption of a special legislation of the SARLU.