Cap Table Software for Francophone African Startups: Equity Under OHADA Law

Every "cap table software for African startups" guide online is written for Lagos, Nairobi, or Johannesburg — company law built on English-style statutes, with a Delaware flip as the default exit from local legal risk. None of it describes what actually governs a startup incorporated in Dakar, Abidjan, or Douala. That's a different legal system entirely: 17 countries sharing one uniform business code, no native stock-option instrument, and a company form — the SAS — that didn't exist in its current flexible shape until 2014.

This is what equity management actually looks like for a startup under OHADA law, and where a cap table tool should and shouldn't try to help.

OHADA isn't "African company law" — it's its own code

OHADA (Organisation pour l'Harmonisation du Droit des Affaires en Afrique) is a uniform legal framework shared by 17 West and Central African states, including Benin, Cameroon, Côte d'Ivoire, the Democratic Republic of Congo, Gabon, Mali, Senegal, and Togo. Company law across all 17 runs on the same text — the Acte Uniforme relatif au Droit des Sociétés Commerciales (AUSCGIE), most recently revised in January 2014 and in force for new companies from May 2014. A startup incorporated in Senegal and one incorporated in Cameroon are, legally, playing by identical rules for share classes, governance, and company formation — something that isn't true for a Nigerian company next to a Kenyan one.

That uniformity is the one real advantage OHADA gives a founder planning to operate across borders: a shareholders' agreement drafted for a Senegalese SAS doesn't need a legal rewrite to apply to a sister entity in Côte d'Ivoire. What it doesn't give you is a body of case law anywhere near as deep as Delaware's, or a stock-option regime anyone has bothered to build.

The company form decision: SARL, SA, or SAS

Three vehicles exist under AUSCGIE, and the choice shapes everything downstream on the cap table.

• SARL (société à responsabilité limitée) is the default for small, closely held companies. It's cheap to run and simple to amend, but it can't issue multiple share classes with different rights, which rules it out the moment you need a preference stack for investors.
• SA (société anonyme) is the traditional vehicle for larger, more regulated companies, with a heavier governance structure — a board, statutory auditors above certain thresholds — that most seed-stage startups don't need yet.
• SAS (société par actions simplifiée) is the form the 2014 revision introduced, and it fits venture financing: the articles of association can create share classes with different financial and voting rights, define bespoke governance rules, and — per Article 853-1 of the revised Act — exist with a single shareholder. That's why most OHADA startups convert to a SAS before a priced round closes, the lighter OHADA equivalent of flipping to a Delaware C-corp: no cross-border move, no second jurisdiction, just a different form under the same code.

If your cap table still shows a SARL with a single class of parts sociales and you're about to take outside money, that conversion — not a spreadsheet — is the first thing to fix.

Why there's no BSPCE, and what founders do instead

French founders and French-trained lawyers in Francophone African startup ecosystems often ask about BSPCE — France's tax-advantaged stock-option instrument for startup employees. OHADA never built an equivalent: no statutory option pool, no favorable tax deferral, no uniform rule for reserving unissued shares for a future hire.

What fills the gap is less elegant: direct share issuance to key employees, often with a buy-back clause in the shareholders' agreement that lets the company repurchase unvested shares if someone leaves early — a manual substitute for vesting that has to be drafted into the contract rather than selected as a setting. Some startups use cash-settled phantom arrangements instead, paying out the economic equivalent of equity without touching the share register at all, which sidesteps the share-class problem but means the "equity" never shows up on a cap table in the first place. None of this is unique to any one OHADA country — it's the predictable result of building equity incentives on general company law instead of a scheme anyone wrote for the purpose. ESOP without lawyers covers how founders elsewhere improvise around the same kind of gap; the OHADA version just has fewer existing templates to copy from than most.

The flip question, and why it points two directions here

Startups across Anglophone Africa face a well-documented pattern: flip to Delaware once a serious international round shows up, because investors' counsel knows Delaware case law and wants the predictability. Equity management after the Delaware flip covers what that split cap table actually requires.

OHADA startups face a version of the same pressure, but it doesn't only point to Delaware. A meaningful share of Francophone African venture capital — regional funds, French-diaspora investors, accelerators with Paris ties — operates comfortably inside French or OHADA legal frameworks and doesn't require a Delaware flip at all. Some startups still flip to a US C-corp for a US-led round; others restructure under a French holding SAS instead, because the investor's counsel is French and the legal distance to close is shorter than crossing into Delaware law from OHADA. Which way you go depends entirely on who's leading the round — there's no default the way there increasingly is for a Lagos or Nairobi startup.

What actually breaks the cap table here

The specific failure points for an OHADA startup's equity records look different from the generic "we used a spreadsheet and it drifted" story:

• Two currencies that look interchangeable but aren't. West African CFA francs (XOF) and Central African CFA francs (XAF) are both pegged to the euro at 655.957 per euro, but they're separate currencies issued by separate central banks. A cap table tracking a Senegalese SAS and a Cameroonian subsidiary side by side has to keep the two straight.
• No vesting field, so vesting lives in prose. Without a statutory option-pool concept, "vesting" is whatever the buy-back clause in the shareholders' agreement says. A spreadsheet can't enforce that a leaver's unvested shares actually get repurchased on schedule — someone has to remember to trigger it.
• French and English documents for the same instrument. A startup with francophone founders and an English-speaking lead investor ends up maintaining a shareholders' agreement in both languages, with the translation work falling back on the founder every time something changes.
• Convertible instruments without a SAFE. OHADA's revised Act lets SAs issue convertible bonds (obligations convertibles), the closest legal analogue to a SAFE or convertible note — but it's a different instrument with different mechanics, and modeling it like a SAFE gets the conversion math wrong.

Where Govy actually fits, honestly

Govy's cap table, vesting, treasury, and governance modules run on an event-sourced ledger that tracks ownership events, not a jurisdiction-specific share taxonomy — it doesn't care which legal system issued the shares. For a founder running an OHADA startup, the French interface (one of eight languages Govy ships, alongside English, Arabic, Spanish, Chinese, Portuguese, Hindi, and Urdu) means a co-founder or board member working day to day in French isn't reading a translated afterthought.

What Govy doesn't have yet, honestly: jurisdiction-aware ESOP contract generation currently covers US/Delaware and Saudi Arabia, and the legal template pack covers KSA, UAE, US-Delaware, and the UK, with a neutral fallback for everyone else. An OHADA startup today starts from that neutral template and has local counsel adapt it — true of any tool not built around AUSCGIE, because none currently are. What it gets regardless of jurisdiction: an auditable record of every grant and buy-back, a data room for the documents a French or Delaware lead will ask for, and governance tracking that doesn't assume Delaware is the only legal system in the room. See how it runs for a non-Delaware company.

FAQ

Does OHADA have an equivalent to France's BSPCE or US-style stock options?

No. OHADA's uniform company law never created a dedicated stock-option instrument, so there's no local version of France's BSPCE (bon de souscription de parts de créateur d'entreprise) or a US-style option pool with statutory tax treatment. Francophone African startups that want to grant equity to employees do it through direct share issuance, buy-back clauses written into the shareholders' agreement, or cash-settled phantom arrangements — all built on general company-law tools, not a purpose-made ESOP regime.

Should an OHADA startup incorporate as a SARL, SA, or SAS?

Most venture-backed startups choose the SAS once they plan to raise outside money, because OHADA's 2014 revision gave it the flexibility to create multiple share classes and customize governance in the articles of association — a SARL can't do either as cleanly. The SA remains the default for larger, more regulated companies. If you're a two-person team self-funding for now, a SARL is simpler to run and cheaper to amend, but expect to convert to a SAS before a priced round.

Do Francophone African startups need to flip to Delaware or France to raise venture capital?

Many do, but it's an investor preference, not a legal requirement the way a Saudi general assembly is. International VCs often ask for a Delaware or French holding structure because their counsel knows that legal system and OHADA case law is thinner than what a Delaware or French court has built up. Startups raising only from regional or OHADA-based funds frequently stay local and never flip.

What currency should an OHADA startup's cap table be denominated in?

Match your incorporation documents, not your investors' preference. West African companies issue shares in CFA francs (XOF), Central African companies in CFA francs (XAF) — two separate currencies, both pegged to the euro at the same fixed rate of 655.957 per euro. A round priced in USD or EUR still needs the share price and par value recorded in the local currency on the statutory register, with the foreign-currency number living in the term sheet, not replacing the legal figure.

Is cap table software available in French for OHADA startups?

Some is. Govy's interface runs in French as one of eight supported languages, which matters for a founder, co-founder, or board member who works day to day in French rather than English. The underlying legal documents it generates are still in English, and its jurisdiction-aware contract templates currently cover US/Delaware, Saudi Arabia, the UAE, and the UK — not OHADA countries specifically — so an OHADA startup today gets a French-language interface over a cap table, vesting, and governance engine that isn't tied to any one jurisdiction, plus a neutral-fallback legal template a local lawyer adapts.