Corporate Governance 2026 Comparisons

The typical business structures in Cameroon are listed in the OHADA Uniform Act Relating to Commercial Companies and Economic Interest Groups (the “Uniform Act”), which provides a common legal framework for how companies are created, managed and dissolved across OHADA member countries. The main business forms are as follows:

• The General Partnership (Société en Nom Collectif): This is a business structure in which all the partners are traders and are jointly and severally liable for the company’s debts.
• The Limited Partnership (Société en Commandite Simple): This is a corporate form in which one or more partners coexist indefinitely and are jointly and severally liable for the company’s debts, called “general partners”, with one or more partners responsible for the company’s debts within the limit of their contributions, called “limited partners”, and whose capital is divided into shares.
• The Private Limited Liability Company (Société à Responsabilité Limitéeor S.A.R.L.): In this corporate form, the shareholders are only liable for the company’s debts up to the amount of their contributions and their rights are represented by company shares. The company may be created by a physical person or legal entity, or between two or more persons or entities.
• The Public Limited Company (Société Anonyme or S.A.): This is a corporate form in which the shareholders are only liable for the company’s debts up to the amount of their contributions and whose shareholders’ rights are represented by shares. The public limited company shares can often be publicly traded on a stock exchange.
• The Simplified Joint Stock Company (société par actions simplifiée or SAS): This is a corporate form set up by one or more partners and whose articles of association freely provide for the organisation and operation of the company, subject to the mandatory rules of the Uniform Act. This corporate structure is characterised by a highly flexible management structure, and is often used for joint ventures. The partners of the simplified joint stock company are only liable for the company’s debts up to the amount of their contributions, and their rights are represented by shares.
• The De Facto Company and the De Facto Partnership: A de facto company is created when two or more natural or legal persons behave as partners without having formed one of the companies recognised by the Uniform Act.

In Cameroon, corporate governance rules are derived from a variety of sources, and are not based on a single text. Some of the main sources to keep in mind are:

• the Uniform Act;
• Law No 2017/011 of 12 July 2017 on the General Status of Public Enterprises;
• Law No 2017/010 of 12 July 2017 on the General Status of Public Establishments;
• sector-specific regulations – specific standards imposed by supervisory or regulatory authorities (banks, insurance, mining, trade, SMEs, agriculture, gambling and games of chance, etc);
• GECAM Code of Good Corporate Governance; and
• various company articles of association.

Publicly traded companies must comply with strict governance rules. These companies are subject to, for example, Regulation No 01/22/CEMAC/UMAC/CM/COSUMAF of 21 July 2022, the General Regulations of COSUMAF of 23 May 2023, General Regulations of the Central African Stock Exchange (BVMAC) and the relevant provisions of the Uniform Act.

More specifically, some of the rules are as follows:

• Transparency and Publication: Issuers of publicly traded securities must transmit to the Central African Stock Exchange (BVMAC) the minutes of the general meetings (ordinary and extraordinary meetings). Article 64 of the BVMAC General Regulations provides that “the issuer who requests the admission of his securities to the stock exchange undertakes subsequently to: send to the BVMAC the minutes of each of the ordinary and extraordinary general meetings...”.
• Disclosure of Financial Information: Companies are required to produce financial statements. Article 702 paragraph 2 of the Uniform Act provides that public limited companies are required to appoint at least two auditors and two alternate auditors. In addition, Article 162 paragraph 2 of the COSUMAF General Regulations of 23 May 2023 provides equally that any issuer making a public offering is required to appoint two statutory auditors and two alternate auditors. Publicly listed companies undertake to produce financial statements in accordance with international financial reporting standards in order to guarantee the quality and comparability of the data produced, in addition to its individual financial statements in accordance with SYSCOHADA standards.
• Establishment of the Board of Directors: A Board of Directors is created and to be held accountable, often with specialised committees such as audit and compensation committees. Companies making a public offering for the placement of their securities must have a board of directors. The Board of Directors must be composed of at least three members and not more than fifteen members, when the shares are admitted to the stock exchange. The board of directors is itself equipped with an audit committee.
• Protection of Shareholders: The law requires the removal of any restrictive clause in the articles of association hindering the free movement and trading of shares. The law also requires transparent communication of information about management, executive compensation, and related party operations. Every publicly traded company undertakes to purge its articles of association of any restrictive clause, likely to hinder the free movement of the securities issued.
• Internal Controls: Under local law, there is a required implementation of internal controls and audit procedures for risk management. The supervisory role of the statutory auditor is accentuated by the COSUMAF General Regulations, which provide that: “the statutory auditors contribute to the proper functioning of the market by ensuring the reliability of the financial and accounting information contained in the prospectus and the accounting and financial documents issued by issuers”.
• Code of Good Governance: Local law requires adherence to the principles of sustainability, equity, integrity, accountability and transparency, as recommended by the GECAM Code (2023). In addition, companies must also meet free float thresholds (publicly distributed shares) based on their market capitalisation.

In Cameroon, corporate governance requirements come from a variety of sources. They are not based on a single text. The main sources are:

• the Uniform Act;
• Law No 2017/011 of 12 July 2017 on the General Status of Public Enterprises;
• Law No 2017/010 of 12 July 2017 on the General Status of Public Establishments;
• sector-specific regulations – specific standards imposed by supervisory or regulatory authorities (banks, insurance, mining, trade, SMEs, agriculture, gambling and games of chance, etc);
• GECAM Code of Good Corporate Governance; and
• various company articles of association.

Publicly traded companies must comply with strict governance rules. As stated above, they are subject to requirements set out in Regulation No 01/22/CEMAC/UMAC/CM/COSUMAF of 21 July 2022, the General Regulations of COSUMAF of 23 May 2023, General Regulations of the Central African Stock Exchange (BVMAC) and the Uniform Act.

In summary, these requirements include:

• transparency and publication requirements;
• requirement to produce financial statements;
• establishment of a responsible board of directors, often with specialised committees (audit, compensation);
• removal of any restrictive clause in the articles of association hindering the free movement of shares;
• implementation of internal control and audit procedures for risk management; and
• adherence to the principles of sustainability, equity, integrity, accountability and transparency, as recommended by the GECAM Code (2023).

Certain changes have been made recently to listing requirements in Cameroon and the CEMAC zone, including through the adoption of a new General Regulation of the BVMAC (Central African Stock Exchange), which came into force in April 2025.

The listing requirements require the distribution to the public of a percentage of the floated share capital, in particular:

• 20% for the A-premium compartment if the market capitalisation at the time of the IPO is less than XAF50 billion;
• 15% if the market capitalisation at the time of the IPO is between XAF50 billion and XAF100 billion; and
• 10% if the market capitalisation at the time of the IPO is more than XAF100 billion;
• a distribution among a minimum number of shareholders (set at 200) to ensure liquidity; and

• for public limited companies belonging to the B-medium compartment, the public distribution of 15% of the capital together with distribution among a minimum number of shareholders, set at 100, to guarantee liquidity.

In addition, as explained above, listed companies must set up specialised audit committees.

Listed companies must be incorporated exclusively in the form of public limited companies with a board of directors. They also have to present three financial statements certified by an approved auditor.

Governance and business management in Cameroon is mainly regulated by the Uniform Act.

The main managerial bodies include:

• the general meeting of shareholders, bringing together the shareholders/partners;
• the board of directors or general administrator; and
• executive management – ie, the leadership team that ensures the day-to-day operational management of the company.

There are two types of collective decisions: ordinary decisions and extraordinary decisions (see Article 132 of the Uniform Act).

• The general meeting of shareholders takes sovereign decisions, including the approval of financial statements and annual accounts, the distribution of profits and dividends, the modification of the articles of association, major structural changes (such as mergers and acquisitions) and the appointment/dismissal of directors.
• The board of directors defines the company’s overall strategy and policies, appoints the general manager, ensures proper risk management and governance practices, and supervises management or the leadership team.
• The leadership team makes tactical and operational decisions for the implementation of the strategy day-to-day. Management is responsible for executing the decisions taken by the board of directors. The leadership team manages staff, operations and finances on a daily basis.

The following decisions are subject to the prior authorisation of the board of directors:

• any agreement between a public limited liability company and one of its directors, managing directors or deputy general manager; 
• amending the articles of association (exclusively reserved to the extraordinary general meeting (EGM));
• transfer of the registered office to the territory of another state (exclusively reserved to the EGM);
• dissolution or merger of the company (a sovereign decision of the EGM);
• authorisation of regulated agreements (reserved to the board of directors to protect the interests of the company against conflicts of interest); and
• signing of high-level employment contracts (reserved to the general manager, and sometimes validated by the board of directors (depending on the quantum)).

The Board of Directors

Articles 453 et seq. of the Uniform Act establish the decision-making process. The board of directors is to take decisions in a collegial manner at meetings convened by its president. The deliberations require a quorum (majority of the members), majority votes of the members present/represented, and are recorded in minutes, with the possibility of videoconferencing, if the articles of association provide for videoconferencing.

• Convening and Information: The chairperson of the board of directors convenes the members of the board and must provide them with the information and documents necessary for the deliberation.
• Quorum and Participation: The board may only deliberate validly if at least half of its members are present or represented.
• Voting: Decisions are taken by a majority of the members present or represented, unless the articles of association provide for a stronger majority.
• Minutes: The deliberations are recorded in minutes signed by the president of the meeting and at least one director.

Ordinary General Meeting (AGM) and the Extraordinary General Meeting (EGM)

The rules governing the holding of such meetings are set out in Articles 516 to 554 of the Uniform Act:

• Convening of Shareholders’ Meeting: The general manager (or the board of directors) must communicate the notices indicating the place, date, time and agenda, within the statutory or legal deadlines (generally 15 days before the meeting by certified letter or any means evidencing a written record).
• Information and Availability of Documents: Shareholders must have access to the management reports, annual accounts, and auditor’s reports, if applicable, before the meeting.
• Attendance Sheet: There must be a mandatory attendance sheet at the entrance of the meeting venue, mentioning the names and shareholding of the participants (or representatives), allowing the quorum to be verified.
• Holding of the Meeting: There must be a designation of the bureau (president, scrutineers, secretary), verification of the quorum, presentation of reports, debates, and a vote on resolutions (ordinary or special).
• Minutes of the General Meeting: Minutes recording the deliberations and results of the votes must be prepared and signed, and are to be kept in a register at the head office.

Statutory auditors also play a key role in the independent oversight of companies by auditing financial statements, ensuring compliance with accounting, detecting fraud or mismanagement, and reporting to shareholders.

• A public limited company with a board of directors is managed either by a general manager, or by a chairperson of the board and a general manager.
• The board of directors is composed of a minimum of three members and a maximum of 12 members. They can be shareholders or not.
• The number of directors may be temporarily exceeded in the event of a merger with one or more companies, up to the total number of directors who have been in office for more than six months in the merged companies, but may not exceed 24.

The board of directors together determines the orientations of the company’s activities and ensures their implementation. The board jointly deals with all matters relating to the smooth running of the company and regulates matters concerning it through its deliberations.

However, the chairperson of the board of directors and the CEO have specific roles.

The role of the chairperson of the board of directors is as follows:

• chair board meetings and general assemblies;
• ensure that the board of directors assumes control over the management of the company entrusted to the CEO;
• carry out the verifications it deems appropriate and obtain from the CEO all the documents it considers useful for the accomplishment of its mission; and
• communicate this information to each board member.

The role of the CEO is as follows: 

• ensure the general management of the company; and
• represent the company in its dealings with third parties.

The boards of directors are composed of a minimum of three members and a maximum of 12 members, whether or not they are shareholders.

Appointment of Directors

The first directors are appointed by the articles of association or, as the case may be, by the constitutive general assembly meeting. During the life of the company, the directors are appointed by the ordinary general meeting of shareholders; however, in the event of a merger, an extraordinary general meeting may appoint new directors.

Removal of Directors

Except in the event of death or termination of office, the duties of the directors end at the end of the ordinary general meeting that approved the financial statements for the financial year, and held in the year in which their term of office expires.

However, the directors may be removed at any time by the ordinary general meeting of shareholders.

There are restrictions on who can be appointed as a director of a company, to include:

• a physical person who already holds the office of director simultaneously on more than five boards of directors of public limited companies having their registered office in the territory of the same member state; and
• an employee of the company whose employment contract does not correspond to an actual job.

The directors of public limited companies are independent; however, in order to avoid potential conflicts of interest, some of their agreements must be subject to the prior authorisation of the board of directors, in particular:

• any agreement between a public limited company and one of its directors, general managers or deputy general managers;
• any agreement between a company and a shareholder holding a stake greater than or equal to 10% of the company’s capital;
• any agreement in which a director, a general manager, a deputy general manager or a shareholder holding a stake greater than or equal to 10% of the capital of the company is indirectly interested or in which he/she deals with the company through an intermediary; and
• any agreement entered into between a company and an enterprise or a legal person, if one of the directors, the general manager, the deputy general manager or a shareholder holding a stake greater than or equal to 10% of the capital of the company is the owner of the company or an indefinitely liable partner, manager, director, general manager, deputy general manager, or other corporate officer of the contracting legal person.

Also, under pain of nullity of their agreement, it is forbidden for directors, general managers and deputy general managers, as well as their spouses, ascendants or descendants and other intermediaries, to contract, in any form whatsoever, loans from the company, to obtain from it an overdraft in the current account or otherwise, as well as to have their commitments to third parties guaranteed or endorsed by it.

Directors

The main legal functions of directors are outlined below.

Providing direction and oversight of the company

Directors serve on the board of directors, which is responsible for:

• defining the company’s overall strategy;
• overseeing and supervising executive management (including the managing director or chief executive officer); and
• ensuring the smooth running of the company.

The board therefore acts as both a decision-making and supervisory body.

Ensuring compliance with laws and statutes

Directors are required to:

• comply with applicable commercial and tax laws;
• ensure compliance with the company’s articles of association; and
• ensure that the decisions of the board and the general assembly are carried out.

In the event of a violation of the law or the articles of association, directors may incur civil or criminal liability.

Exercising a duty of care and competence

Directors are required to:

• act with prudence, competence and diligence;
• make decisions in the interests of the company; and
• actively participate in board meetings.

Protecting the company’s interests

Directors must act in the best interests of the company and shareholders, for example by:

• promoting the success and growth of the company; and
• avoiding negligent or abusive management.

Avoiding conflicts of interest

Directors are required to:

• avoid any situation where his/her personal interest is opposed to that of society; and
• report any personal interest in a transaction with the corporation.

Participating in important decisions

Collectively, directors make decisions such as:

• approval of certain major contracts;
• convening of the general meeting;
• appointment or control of officers; and
• validation of certain financial transactions.

Officers

The main legal functions of officers are as follows.

Legally representing the company

The managing director or chief executive officer represents the company in its dealings with third parties, including customers, banks, business partners and the courts.

In this capacity, the officer may:

• sign contracts;
• engage the company in transactions; and
• represent the company in court.

Ensuring the day-to-day management of the company

Officers are responsible for the day-to-day management of the company, including:

• organising and overseeing business activities;
• managing human resources;
• supervising financial operations; and
• implementing decisions taken by the company’s governing bodies.

Implementing the decisions of the corporate bodies

Officers must implement the decisions taken by:

• the general meeting of shareholders; and
• the board of directors (in a public limited company).

Ensuring compliance with laws and regulations

Officers must ensure that the company complies with:

• commercial laws;
• tax rules;
• social rules (labour law); and
• the articles of association of the company.

Failure to comply with these obligations may result in civil or criminal liability.

Ensuring financial and accounting management

Officers must:

• keep regular accounts;
• prepare financial statements; and
• present the accounts to the general meeting.

Protecting the company’s interests

Officers must act in the best interests of the company rather than in their own personal interests. They are required to avoid conflicts of interest and to manage the company with loyalty, diligence and integrity.

The first directors owe their function to the shareholders who choose them at the company’s constitutive general meeting. 

In Cameroon, board members are appointed by the constitutive or ordinary general meeting of shareholders. This means that their mandate comes directly from the owners of the company (the shareholders).

The general meeting can also renew their mandate, set the duration of their functions, or dismiss them if necessary. As directors are deemed independent, they are not required to consider the interests of anyone else when carrying out their duties.

A competent court may enforce the obligations of the directors on the referral of any interested party. The action taken by the board member may therefore be declared null and void.       

Under local law, directors or officers who violate requirements of corporate governance may be criminally prosecuted for deceiving shareholders.

Any director, manager or auditor of a company who, with the aim of misleading one or more partners, shareholders or creditors, makes a false statement or provides a false account could be prosecuted.

Directors and officers are liable to the company, shareholders or third parties for faults committed in the performance of their duties; however, their liability may be limited by the articles of association to certain unintentional acts or minor negligence, but not for gross negligence.

Management needs board approval to:

• receive office allowances;
• receive exceptional remuneration for the missions and mandates entrusted to them; and
• to receive reimbursement for travel, costs and expenses incurred in the interest of the company.

Failure to comply with these approval requirements results in the nullity of their acts.

Like many other jurisdictions, the relationship between a Cameroonian company and its shareholders is legal, contractual and financial. Similarly, the relation is governed by the Uniform Act.

The company is a separate legal personality from its shareholders. The company issues shares, which represent the consideration for the contributions made by the shareholders.

The shares confer on their holders:

• a right to distributed profits;
• a right to net assets on liquidation or reduction of share capital;
• an obligation to contribute to losses (depending on the form of the company); and
• the right to vote in collective decisions.

In Cameroon, physical stock certificates are rarely used.

Shareholders control the company through regular meetings.

There are public documents listing shareholders. Amongst other:

• the articles of association of the company (see Article 13 of the Uniform Act) which are filed with the Trade and Personal Property Register (RCCM) at the time of creation or amendments, and mention the founding shareholders and the distribution of the capital; and
• the share register, which is kept at the registered office, and lists the owners of the shares and eventual transfers; however, most share registers are not directly accessible to the public.

Shareholder involvement is mainly indirect, focusing on control and strategic decisions at the general meeting of shareholders. During the meeting, the shareholders collectively appoint the officers, approve the accounts and approve major operations.

Key shareholder involvement includes the following:

• Voting at the General Assembly: They exercise the power to decide on strategic orientations, the modification of the articles of association, and the approval of the annual accounts.
• Voting and Control Rights: They appoint, revoke and set the remuneration of the directors or the general manager.
• Right to Information: Shareholders have the right to information prior to general meetings and can ask written questions about management.
• Control: They may, under certain threshold conditions, request a management expert report or undertake legal action against the directors.
• Shareholders’ Agreements: OHADA explicitly recognises shareholders’ agreements, allowing power and governance to be structured more specifically, in addition to articles of association.

Article 125 of the Uniform Act provides that every shareholder has the right to participate in the votes of collective decisions. By recognising the right of each member to participate in collective decisions, it makes these shareholders’ meetings mandatory.

The rules governing the conduct of these meetings include requirements relating to the convening of shareholders, the provision of information and access to relevant documents, the preparation of attendance sheets, the proper conduct of the meeting itself, and the recording of proceedings and resolutions in the minutes of the general meeting.

Shareholders can take action against the company or the directors on several grounds, for example: civil liability actions for mismanagement, action for nullity of deliberations, abuse of majority, failure to respect the right to information, and penalties for fraudulent acts.

In a public limited company, any shareholder may, two times per financial year, ask questions to the chairperson of the board of directors, and the general manager on any fact likely to compromise the continuity of the business.

In addition, one or more shareholders representing at least one tenth of the share capital may, either individually or by grouping together in any form whatsoever, request the competent court of the registered office, ruling within a short period of time, for the appointment of one or more experts responsible for presenting a report on one or more management operations.

In addition to the action for compensation for the damage suffered personally, shareholders may, either individually or as a group, bring an action for liability against directors.

Articles 886 et seq. of the Uniform Act establish a list of criminal sanctions for directors of the company who produce false information to mislead shareholders. Shareholders, individually or collectively, may bring an action before the competent courts.

There are disclosure obligations. Article 99 of Regulation No 01/22/CEMAC/UMAC/CM/COSUMAF on the Organisation and Functioning of the Central African Financial Market provides that shareholders of companies admitted to trading on the regional regulated market are required to declare without delay the crossing of the 5% threshold of ownership of share capital or voting rights.

When the thresholds of 10%, 15%, 20%, 25% and 30% of the share capital or voting rights are crossed, the shareholder must, in addition to a declaration, specify his/her objectives for the next six months.

The declaration also applies to any downward crossing of the various thresholds mentioned in the previous paragraph.

Additionally, any publicly traded company must share the minutes of each of the ordinary and extraordinary general meetings of shareholders with the BVMAC. The company must also share information on changes in its share capital, and all press releases and publications issued by the issuer, as well as any economic or financial information document that it may be required to publish.

As part of the fight against money laundering and the financing of terrorism, COSUMAF oversees listed companies, requiring them to identify and disclose their beneficial owners.

The annual and other periodic financial reporting requirements are set out in Articles 7 to 13, 25 to 34 and 74 to 111 of the Uniform Act on the Organisation and Harmonisation of Business Accounting.

Under Article 8 of the Uniform Act on the Organisation and Harmonisation of Business Accounting: “The annual financial statements shall include the Balance Sheet, the Income Statement, the Financial Table of Resources and Uses, and the annexed statement. They form an inseparable whole and regularly and sincerely describe the events, operations and situations of the financial year to give a true picture of the company’s assets, financial situation and results. They shall be drawn up and presented in such a way as to enable them to be compared over time, year by year, and to be compared with the annual financial statements of other undertakings, drawn up under the same conditions of regularity, fidelity and comparability”.

In addition, the preparation of annual financial statements, in whole or in part, is mandatory depending on the size of the undertaking, assessed according to turnover for the financial year. All companies are subject, subject to size-related exceptions, to the “normal system” for the presentation of financial statements and bookkeeping. However, where turnover does not exceed XAF100,000,000, the company may apply the “light system”.

The annual financial statements must be drawn up no later than four months after the closing date of the financial year. The cut-off date must be mentioned in any transmission of the financial statements.

The annual financial statements of each enterprise must comply with the following provisions:

• The opening balance sheet of a financial year must correspond to the closing balance sheet of the previous financial year.
• Any offsetting, not legally justified, between asset and liability items in the balance sheet and between expense items and income items in the income statement is prohibited.
• The presentation of financial statements must remain consistent from one year to the next.
• Each item in the financial statements must include the corresponding figure for the previous financial year. Where an item is not comparable with the previous year’s figure, the prior-year figures must be adjusted accordingly, and any lack of comparability or adjustment must be disclosed in the notes to the accounts.

Furthermore, the annual financial statements and the management report drawn up by the administrative or management bodies, as the case may be, must be submitted to the shareholders or members for approval within six months from the closing date of the financial year.

Any enterprise which controls, exclusively or jointly, one or more other enterprises, or which exercises significant influence over them, must draw up and publish each year the consolidated financial statements of the group constituted by all these companies together with a report on the management of this group.

When an undertaking prepares consolidated financial statements, the auditors are to certify that these statements are regular and fair and give a true and fair view of the assets, liabilities and profit or loss of the undertakings included in the consolidation. They must also verify, where appropriate, the consistency of the information contained in the management report with the consolidated financial statements.

It follows from the above that companies must draw up certified financial statements (balance sheet, income statement, cash flow statement, notes to the accounts) on an annual basis, a management report, and submit them to the shareholders for approval within six months of the close of the financial year. More flexible requirements apply to smaller companies, as outlined below.

Annual and Periodic Requirements

• Annual Financial Statements: There is an obligation to produce a balance sheet, income statement, cash flow statement, and notes to the balance sheet at the end of each financial year, according to the normal or lean system.
• Management’s Discussion and Analysis (MD&A): This is a document prepared by the management of the company outlining the company’s financial situation, its evolution, and the significant events that have occurred after the close of the year.
• Audits by the Statutory Auditors: Joint stock companies and certain other structures must have their financial statements audited by an auditor.

Other Reporting Requirements

• Minimum Treasury System (SMT): For very small enterprises (with a turnover of less than XAF30 million for the trade sector, XAF20 million for crafts, XAF10 million for services), simplified accounting is authorised.
• Consolidated Financial Statements: Groups of companies must produce consolidated accounts, often in accordance with IFRS for companies offering public securities.
• Transparency Requirements: It is mandatory to maintain cash or accrual accounts in accordance with the principles of sincerity and true and fair representation.

With respect to regulated agreements, it is mandatory to submit certain matters to the shareholders for approval at a general meeting, in particular with regard to agreements between the company and its managers or important shareholders. More specifically:

• any agreement between a public limited company and one of its directors, managing directors or deputy general managers;
• any agreement between a corporation and a shareholder holding an interest greater than or equal to 10% of the capital of the corporation;
• any agreement in which a director, chief executive officer, assistant chief executive officer or shareholder holding an interest greater than or equal to 10% of the capital of the corporation is indirectly interested in or in which he or she deals with the corporation through an intermediary; and
• any agreement entered into between a company and an enterprise or a legal person, if one of the directors, the general manager, the deputy general manager or a shareholder holding a stake greater than or equal to 10% of the capital of the company is the owner of the company or an indefinitely liable partner, manager, director, general manager, deputy general manager, or other corporate officer of the contracting legal person.

Other Requirements

• Remuneration of Corporate Directors: All shareholders have the right to be informed of the remuneration paid to the ten (or five) best-paid corporate officers and employees depending on whether or not the company’s workforce exceeds 200 employees.
• Shareholding Structure: Every shareholder has the right to acquaint themselves with the list of shareholders at the registered office.
• Transparency of Directors: The members of the Board of Directors must be identified in the articles of association. Their appointment must be published in the Trade and Personal Property Credit Register (RCCM).
• Financial Reporting Requirements: One of the main responsibilities of the board of directors is to ensure that shareholders and other interested parties receive high-quality information on the financial and operating results of the corporate entity.
• Publicity: The information, including the updated articles of association, must be filed with the Trade and Personal Property Credit Register (RCCM) to be accessible to third parties.

It should be noted that listed companies are subject to strict transparency requirements, including the disclosure of their capital structure, control mechanisms, and the composition of the board of directors. They must disclose any arrangements that offer disproportionate control, often via an annual report or a governance charter.

Every company must be registered in the Trade and Personal Property Credit Register (RCCM).

Companies must apply for registration within one month of their incorporation with the registry of the competent court in whose jurisdiction their registered office or principal place of business is situated.

This application must list the following:

• the company name or the trade name or the appellation, as the case may be;
• where applicable, the acronym or sign;
• the activities carried out;
• the form of the legal person;
• where applicable, the amount of the share capital, with an indication of the amount of the cash contributions and the valuation of the contributions in kind;
• the address of the registered office, and, where applicable, that of the principal establishment and of each of the other establishments;
• the duration of the company or legal person as set out in its articles of association or the founding text;
• the surnames, first names and personal domicile of the partners held indefinitely and personally liable for the company’s debts, with mention of their date and place of birth, their nationality, where applicable, the date and place of their marriage, the matrimonial regime adopted and the clauses enforceable against third parties restricting the free disposal of the spouses’ property or the absence of such clauses, as well as applications for separation of property;
• the surnames, first names, date and place of birth, and domicile of the managers, officers, directors or partners with the general power to bind the legal person or group;
• the surnames, first names, date and place of birth, domicile of the statutory auditors, when their appointment is provided for by the Uniform Act; and
• any other indication provided for by a specific legal provision.

Under Article 47 of the Uniform Act, the following supporting documents must be attached to this application:

• a certified copy of the statutes or founding act;
• the declaration of regularity and conformity or the notarial declaration of subscription and payment;
• the certified list of managers, directors, officers or partners who are held indefinitely and personally liable or who have the power to bind the company or legal person;
• a sworn statement signed by the applicant and attesting that he/she is not subject to any of the prohibitions provided for in Article 10 of the Uniform Act; this sworn statement shall be supplemented within 75 days of registration by an extract from the criminal record or, failing that, by the document in lieu thereof; or
• any other information provided for by a specific legal provision.

This information is, in theory, accessible to the public.

The supervisory powers of the companies registrar are extensive:

• The registrar checks the compliance of the application for registration with the supporting documents before registration.
• It controls the cessation of activity by removing data entries after the closure or liquidation of a company.
• The RCCM centralises the registration of securities (pledges, pledges) to guarantee their enforceability against third parties, making it possible to monitor the level of indebtedness of companies.

The reporting requirements are set out in Regulation No 02/24/CEMAC/UMAC/CM on the Prevention and Suppression of Money Laundering and the Financing of Terrorism and Proliferation in Central Africa.

Individuals are required to declare and update the information relating to beneficial owners with the authority in charge of managing the register of beneficial owners of legal persons or legal arrangements.

However, where no natural person could be declared as a beneficial owner, the following shall be considered as such:

• a natural person who holds, directly or indirectly, more than 25% of the capital or voting rights of the company;
• the manager of the general partnership, the limited partnership or the limited liability companies;
• the chief executive officer of public limited companies with a board of directors;
• the sole chief executive officer or the chairperson of the management board of public limited companies with a board of directors; or
• the chairperson of simplified joint-stock companies.

When beneficial ownership information is reported, obliged entities and, to the extent that this is part of the normal exercise of their controls, the supervisory authorities, must report to the authority responsible for managing the register of beneficial owners any discrepancies they find between the information entered and the information available to them, including instances where no registration has been made.

The authority responsible for the beneficial ownership register may require legal persons to submit or correct information relating to beneficial ownership where such information is incomplete or inaccurate.

The authority managing the register may request the legal person to regularise its file. If the legal person fails to respond within one month of the request for regularisation, the matter shall be referred to the National Financial Investigation Agency (ANIF).

In the event of non-compliance with the provisions of the anti-money laundering and counter-terrorism financing framework, the legal person and relevant natural persons (including any individual who directly or indirectly holds more than 25% of the capital or voting rights, and the general manager of public limited companies with a board of directors) shall be jointly and severally liable for the payment of any applicable fines.

The appointment of an external auditor is mandatory.

Limited liability companies that do not make a public offering of securities are required to appoint one statutory auditor and one deputy auditor.

By contrast, companies that make a public offering of securities must appoint at least two statutory auditors and two deputy auditors.

The statutory auditor is responsible for issuing an opinion confirming that the summary financial statements are regular and fair and that they present a true and fair view of the company’s results for the financial year, as well as its financial position and assets at the end of that year.

The auditor’s permanent role, without interfering in management, is to verify the company’s assets and accounting records and to ensure compliance with accounting rules and standards.

The statutory auditor must also ensure that equality between shareholders is respected, particularly that all shares of the same class enjoy identical rights.

In Cameroon, the supervision of geopolitical risk is indirect and is carried out through the management of operational and strategic risks by the board of directors, as well as by regulatory authorities such as the National Agency for Financial Investigation (ANIF), an administrative body operating under the supervision of the Ministry of Finance.

The ANIF’s primary responsibilities include the receipt, analysis and dissemination of information relating to predicate offences, as well as the transmission of information connected to the fight against money laundering and the financing of terrorism and proliferation.

The board of directors, often supported by specialised committees such as audit or risk management committees, oversees the effectiveness of internal control and risk management systems, in order to assess the impact of geopolitical tensions on the company’s fundamental operations and performance.

There is no specific law mandating comprehensive environmental, social and governance (ESG) reporting, as perhaps exists in other jurisdictions.

However, several laws touch on the environmental, social and governance dimensions, including:

• Law No 96/12 of 5 August 1996 on the Framework Law on Environmental Management;
• Cameroon’s Labour Code; and
• the Uniform Act.

Given that there is no single, specific law mandating reporting on ESG issues, no significant changes have been made in our jurisdiction regarding their reporting and consideration.

However, many large companies publish ESG reports to satisfy or meet investor demands. Various local companies are therefore beginning to adopt these practices to align with the international best practices, but not purely as a legal obligation.

There are no legal or regulatory requirements yet for oversight by the board of AI, but general governance rules already require directors to monitor up-and-coming technologies and associated risks.

These rules generally state that decisions related to strategic technologies (including AI), the supervision of digital systems and technological risks, are indirectly the responsibility of the board of directors.

Nevertheless, Cameroon is gradually developing a concrete public policy on AI, namely the National Artificial Intelligence Strategy 2025 (still in draft/development phase).

Cameroon does not yet have a comprehensive regulatory framework specific to AI.

Our laws are silent on the responsibilities of boards and managers related to the use of AI.

However, in a general sense, with regards to any damages claimed in tort, in accordance with Article 429 of the Uniform Act, a competent court may enforce obligations of managers and, by extension, of the board of directors, upon request by any interested party.

In Cameroon, there are no specific disclosure requirements with regards to AI as of yet.