The Responsibility of Corporate Officers

The question of the governance of commercial companies has become a fundamental issue. It has become unavoidable and OHADA law, which serves as the spatial framework for this study, is no exception. The reflection on governance and the responsibilities of each party in the company starts from the notion of power. Indeed, the question of the direction and control of companies or powers within the company is permanent. The failure of managers to fulfill their obligations has consequences on the situation of the company, and particularly on its results or performance. If the directors prove to be incompetent or unfit to conduct the company's business, make inappropriate decisions or put their own interests ahead of those of the company, there is a great risk that the interests of the company, the partners or even third parties will be compromised. The behaviour of the directors may thus constitute a source of damage for the company, the partners or third parties. Thus, the question of their responsibility is raised with acquittal.