Suretyships, endorsements and guarantees, autonomous counter-guarantees and other guarantees
subscribed by companies other than those operating duly accredited credit, microfinance or
deposit insurance institutionsand for commitments made by third parties shall be subject to prior
authorization of the board of directors.
The board of directors may, within the limit of a total amount that it sets, authorize the chief
executive officer or general manager, as the case may be, to give suretyships, endorsements,
guarantees, autonomous guarantees or counter-guarantees for commitments contracted by third
parties.
Such authorization may also set, per commitment, an amount beyond which the suretyship,
endorsement, guarantee, autonomous guarantee or counter-guarantee of the company cannot be
granted.
Where an obligation exceeds either one of the amounts thus fixed, the authorization of the board
of directors is required.
The duration of the authorizations provided for in the preceding paragraphs may not exceed one
(1) year regardless of the term of secured, guaranteed or endorsed commitments.
The chief executive officer or general manager, as the case may be, may delegate the powers
vested to him pursuant to the preceding paragraphs.
Suretyships, endorsements and guarantees granted without authorization for commitments
entered into by third parties shall be null.
Where suretyships, endorsements, guarantees, autonomous counter-guarantees and other
guarantees have been granted for a total amount that exceeds the limit set for the current period,
the excess cannot be invoked against third parties who had no knowledge of itunless the amount
of the commitment invoked exceeds, by itself, one of the limits set by the decision of the board
of directors taken pursuant to the provisions of this article. In this case, suretyships,
endorsements, guarantees, autonomous counter-guarantees and other sureties shall be null.
Forbidden agreements
Unofficial translation
Machine-parsed
In force from 8 September 2026
Source page 131
Section 449 of the Acte uniforme révisé relatif au droit des sociétés commerciales et du groupement d'intérêt économique/akn/ohada/act/loi/undated/auscgie-2014