Legal System in Cameroon

Cameroon has a bijural legal system: common law in the English-speaking part of the country (two regions) and civil law in the French-speaking part of the country (eight regions).

Although criminal law and procedure have been harmonised nationwide, civil law and procedure remain distinct between the two systems. Regardless, laws and regulations enacted in Cameroon apply uniformly across the national territory.

At the national level, the judicial system in Cameroon is organised as follows:

• the Supreme Court;
• the Courts of Appeal;
• the lower courts for administrative litigation;
• the lower audit courts;
• the Military Tribunals;
• the High Courts;
• the Courts of First Instance; and
• the customary law courts.

Duly approved or ratified treaties and international agreements, upon publication, take precedence over national laws. The country is a party to several treaties governing, among other things, business law and monetary and financial policies.

Business Law Applicable in Cameroon

Cameroon has signed and ratified the OHADA Treaty, which established the Organisation for the Harmonisation of Business Law in Africa (Organisation pour l'harmonisation en Afrique du droit des affaires, OHADA). OHADA harmonises business laws across its 17 member states through Uniform Acts that cover various aspects of commercial law.

The OHADA Treaty also established the Common Court of Justice and Arbitration (CCJA), which serves as the highest judicial body within the OHADA sub-region in matters concerning the application of the Uniform Acts.

Appeals in matters governed by OHADA Uniform Acts are exclusively escalated to the CCJA (acting as Supreme Court) after the Courts of Appeal at the national level.

The CCJA also functions as an arbitration centre.

Monetary and Financial Laws Applicable in Cameroon

Cameroon is also a party to the CEMAC Treaty, which established the Economic and Monetary Community of Central Africa (Communauté économique des États de l'Afrique centrale, CEMAC) composed of six countries.

By virtue of the CEMAC Treaty, these six countries share a single currency and thus a single central bank known as the Bank of Central African States (Banque des États de l'Afrique centrale, BEAC).

Via its regulatory texts, the CEMAC covers a number of monetary and financial matters across its member states.

The CEMAC Treaty provides for the CEMAC Common Court of Justice which has a triple function: jurisdictional, consultative and arbitration administration.

Regulatory Framework for Foreign Direct Investment in Cameroon

At sub-regional level

Foreign direct investment (FDI) in the CEMAC zone is mainly governed by Regulation No. 02/18/CEMAC/UMAC/CM of 21 December 2018 on the regulation of foreign exchange in the CEMAC (the “2018 Exchange Control Regulation”), which applies across all six member states of the CEMAC.

In relation to approval, this Regulation require that all FDI as well its proceeds be declared the BEAC and the relevant ministers in charge of finance in the various member states.

The BEAC is the central bank common to the six states that make up the CEMAC and has sub-regional jurisdiction, whereas the Ministry of Finance has national jurisdiction.

At national level

Several national legal instruments regulate FDI.

In relation to approval, for FDI in Cameroon involving the creation of a company with a foreign majority share or the acquisition of more than 50% of the share capital of an existing company, an approval to carry out commercial activities must be obtained from the Minister of Trade.

Sector-Specific Approvals

Certain industries in Cameroon are subject to additional regulatory control that requires further approvals/licences from relevant authorities.

Just to name a few:

• Banking and finance: Banking and microfinance institutions require a licence from the Minister of Finance with the assent of the Central African Banking Commission (COBAC). For financial institutions, a licence from the Central African Financial Market Supervisory Commission (COSUMAF) is required.
• Mining: Depending on the stage of the mining project and the type of mining activity, the necessary permits would have to be obtained from the Minister of Mines, Industry and Technological Development, or from the President of the Republic. The state also has the right to a free-charged percentage of shares in mining companies.
• Real estate investment: Foreigners wishing to invest in Cameroon may acquire real estate property subject to the prior approval of the deed of conveyance by the Ministry of Lands, Cadastre and Land Affairs (MINDCAF).
• Gas sector, authorisations, licences and concessions are also required prior to and depending on the type of operation (transport, distribution, production, transformation, storage, importation and exportation or sale).
• Other regulated sectors: Industries such as electricity, insurance, transportation, forestry, health, etc may also require additional declarations/approvals/licences from sector-specific authorities.

Economic Climate

Cameroon remains one of Central Africa’s most dynamic economies, benefiting from diverse natural resources and a strategic geographical location compared to other countries in the CEMAC. The African Development Bank projected GDP growth of 4.1% in 2024 and 4.4% in 2025 based on infrastructural development, agriculture and natural resource exploitation.

Political Climate

Cameroon is actually under a political uncertainty regarding succession and the governance reforms that might follow the upcoming presidential elections in October 2025.

Internal security issues persist, particularly due to the anglophone crises in the Northwest and Southwest regions of the country and the Boko Haram issue in the northern part of the country creating risks for investments in these regions.

Business Climate and Recent Developments in the Regulation of FDI

Business climate

Despite numerous economic challenges, Cameroon continues to attract FDI, particularly in sectors such as energy, tech, mining and agriculture, such as:

• in the energy sector, the construction of the 420 MW Nachtigal hydroelectric plant followed by the 500 MW Kikot hydroelectric development and the 30 MW Maroua and Guider power plants, the first public solar project, etc;
• in the tech sector, the arrival of Yango in Cameroon, an app owned by the Yandex group used to link transporters and passengers. Since then, many other similar tech products have arisen in the market;
• in the mining sector, numerous ongoing mining projects such as the Mbalam-Nabeba iron ore project; and
• in infrastructure, the recently signed partnership agreement between ARISE IIP and the Port Authority of Douala to establish the Dibamba Industrial Port Zone, which will be a major infrastructural facility for the agricultural sector in Cameroon.

Recent developments in the regulation of FDI

Regarding exchange control, there have been some practical developments in relation to the dematerialisation of FDI declarations and applications for FDI authorisations made to the BEAC and Ministry of Finance, as applicable.

In general commercial law, the 2024 Finance Law for the 2025 financial year introduced a number of fees for applications made by foreign investors to obtain authorisations to carry out commercial activities in Cameroon as a foreigner and to approve employment contracts for foreign employees and consultants.

In capital markets, there are new provisions applicable to issuers of foreign securities in the CEMAC in relation to their financial statements, which are to be certified in accordance with accounting standards set by the COSUMAF. However, the specific procedures for the assessment and certification of these financial statements have not yet been defined by the COSUMAF.

In the banking sector, there is a new regulation introducing a single licence for credit establishments in the CEMAC.

In the tech sector, the Cameroon legislature has adopted the first ever law dedicated to personal data protection in Cameroon.

Near-Term Outlook and Anticipated Changes

The main near-term event in Cameroon is the October 2025 presidential elections, which will likely influence Cameroon’s political and economic trajectory.

Regarding anticipated changes, there are ongoing discussions for the adoption of a CEMAC sub-regional mining code.

The Most Common Structures Used for M&A Transactions in Cameroon

The structures selected for M&A transactions in Cameroon depend on a number of strategic considerations that could be specific to the transaction concerned, such as tax implications, regulatory aspects, financial strategies, etc.

However, the following deal structures are commonly used:

• purchase of shares;
• equity investment;
• joint venture; and
• purchase of assets.

The Preferred Structures for Acquisitions of Public Companies vs Private Companies/Businesses in Cameroon

In Cameroon, the preferred structures for the acquisition of public companies are not significantly different from the preferred structures for the acquisition of private companies.

The preferred deal structure for the acquisition of public and private companies is mainly the purchase of shares. However, with private companies, this often alternates with equity investment and purchase of assets.

Key Considerations for a Foreign Investor in Selecting a Transaction Structure

The following key considerations should be factored by foreign investors selecting a transaction structure in Cameroon:

• legal and regulatory framework;
• tax implications;
• financial strategies;
• risk assessments; and
• market entry strategy.

Different Transaction Structures Commonly Used for Acquisitions of Companies/Businesses as Compared With Minority Investments

The transaction structures used for the acquisition of companies/businesses generally differ from those employed for minority investments in Cameroon.

The acquisition of companies/businesses generally involves the purchase of shares, whereas the deal structure for minority investments typically involves equity investments.

Aside from the regulatory regimes applicable to FDI (please refer to 1.2 Regulatory Framework for FDI), a foreign investor considering FDI in Cameroon should be aware of the following other regulatory reviews/approvals applicable to domestic M&A transactions:

• Antitrust/competition regulatory approval: Please refer to 6. Antitrust/Competition.
• Securities regulatory approval: Please refer to 5.2 Securities Regulation.
• Commercial regulatory approval: Please refer to 1.2 Regulatory Framework for FDI.
• Sector-specific regulatory approvals: Please refer to 1.2 Regulatory Framework for FDI.
• Labour and Employment Regulations: Please refer to 10.2 Employee Compensation.

Corporate Governance, Requirements and Norms in Cameroon

Corporate governance in Cameroon is mainly governed by OHADA law, notably the OHADA Uniform Act on Commercial Companies and Economic Interest Groupings (UAC).

A foreign natural person or legal entity may establish a company in Cameroon. It is also possible to establish a company with a single shareholder. It is also possible to establish a branch or a representative office in compliance with certain conditions provided by the UAC.

The management structure of commercial companies varies based on the corporate form and may include a board of directors, a managing director, a chairperson of the board of directors, a chairperson and a general manager, a general manager, a manager and/or a president, as applicable.

Commercial companies are legally required by law to approve and file financial statements with the Trade and Personal Property Credit Register on a yearly basis.

Additional governance formalities are determined on a case-by-case basis. In some instances, specific requirements may also be outlined in the company’s articles of association.

Corporate or Other Legal Entity Forms Commonly Used for Public Companies and Private Companies in Cameroon

For public companies

In accordance with Law No. 2017/011 of 12 July 2017 laying down the general rules and regulations governing public corporations (the “2017 Public Corporation Law”), a public company must be incorporated as a public limited liability company with a board of directors with a chairperson of the board and a general manager, assisted, if need be, by a deputy general manager.

For private companies

A private company may be:

• a private limited company (SARL);
• a public limited company (SA) with or without a board of directors; or
• a simplified public limited company (SAS).

Implications of the Choice of Different Forms of Company in Cameroon

Several implications have to be considered by investors contemplating FDI in Cameroon in relation to the form of company chosen, some of which are:

• capital;
• management; and
• nature of activity.

The Relationship Between Companies and Minority Investors

The legal relationship between a company and its minority investors is generally regulated by the UAC, and further by the UAC non-contrary provisions of the articles of association of the said company.

In practice, anti-oppression measures are provided in the articles of association or in a shareholder agreement guaranteeing the statutory rights of minority shareholders.

Key Principles Relating to Minority Investments in Public Companies

Public companies in Cameroon, even though they are subject to an additional legal regulatory framework, notably the 2017 Public Corporation Law, generally adhere to the same principles provided by the UAC.

In addition to the provisions of the UAC on minority shareholding, the articles of association of public companies may contain further protection for minority shareholders. Such provisions can also be agreed in a shareholder agreement.

Typical Rights for Minority Investors in Private Companies

In accordance with the UAC, minority investors are protected against abusive decisions by majority investors that are not justified by the interests of the company.

Likewise, the UAC protects majority investors against the abuse of minority investor powers preventing decisions required for the interest of the company without legitimate grounds.

Basically, minority investors have the right to vote and the right to be informed.

The articles of association of the company or a shareholder agreement may contain provisions to enhance the rights of minority shareholders.

Exchange Control

Please refer to 1.2 Regulatory Framework for FDI.

Trade and Personal Property Credit Register

Please refer to 1.2 Regulatory Framework for FDI.

Tax Obligations

The company will be required to provide the tax authorities with the identification details of the effective beneficiary owners of the company.

Other Reporting Obligations

Specific sectors, such as the banking sector, may have further reporting obligations.

Overview of Capital Markets in Cameroon

Prior to 2019, the capital markets in Cameroon were regulated by the Financial Market Commission (CMF), with the Douala Stock Exchange (DSX) acting as the country’s national stock exchange.

Cameroon’s capital market has undergone significant developments since 2019.

On 31 March 2019, the CMF merged with the CEMAC regional authority, the COSUMAF.

Likewise, the DSX and the Bourse des valeurs mobilières de l’Afrique centrale (BVMAC), the regional stock exchange for the CEMAC, also merged.

FDI in capital markets in the CEMAC is also regulated by the BEAC, which oversees short-term financial instruments, in addition to its role of managing the monetary market.

Primary Sources of Financing in Cameroon

The primary sources of funding for businesses in Cameroon include bank loans (both foreign and domestic), private investments or contributions, government grants and subsidies.

Recently, several businesses across various industries have raised funds through the issuance bonds or by going public and being listed on the BVMAC. However, despite this growing trend, raising funds via the capital market still remains relatively modest, and bank financing remains dominant.

Overview of Securities Laws and Regulations Over Capital Markets in Cameroon

In Cameroon, capital markets are mainly regulated under CEMAC regulations, notably:

• Regulation No. 01/22/CEMAC/UMAC/CM/COSUMAF on the organisation and operation of the Central African financial market of 21 July 2022;
• the General Regulation of the COSUMAF, which was adopted on 23 May 2023; and
• the 2018 Exchange Control Regulation.

Security Law Requirements for Foreign Investors in Business in Cameroon

Foreign investors carrying out securities investments in Cameroon are subject to the following regulations, as the case may be.

• For a public offering of foreign securities in the CEMAC region, the investor must submit an information document to the COSUMAF for prior approval.
• For a private placement, an application letter along with a simplified information document must be filed with the COSUMAF for prior approval.
• For a collective investment scheme, a simplified information document must be submitted to the COSUMAF for prior approval.
• A foreign investor offering foreign securities in the CEMAC is also required to prepare and certify its financial statements in accordance with the accounting standards set by the COSUMAF. To date, the COSUMAF has not yet set any specific accounting standards applicable to the sub-regional financial market.
• Additionally, depending on the value of the securities in the transactions above (above or below XAF50 million), prior declaration or authorisation may be required from the BEAC.
• The foreign investor must also designate a local correspondent in the CEMAC (a stock exchange company or asset management company approved by the COSUMAF, as the case may be) to serve as its official point of contact and representative before the COSUMAF.

Please refer to 5.2 Securities Regulation.

Merger Control Regime in Cameroon

Cameroon has a merger control regime established by two main regulations: one at the national level, and the other at the sub-regional level instituted by the CEMAC.

At the national level

The merger control regime at the national level is governed by Law No. 98/013 of 14 July 1998 on competition and its implementing texts. This applies to national concentration operations.

At the sub-regional level

At the sub-regional level, the merger control regime is governed by CEMAC Regulation No. 06/19-UEAC-639-CM-33 of 7 April 2019 on competition, as amended, and its implementing texts.

The CEMAC merger control regime applies to concentration operations with a sub-regional dimension.

An operation is deemed to have a sub-regional dimension when it is likely to have an effect in at least two of the CEMAC member states.

Relevant Authorities and Types of FDI Triggering an Antitrust Notification

Relevant authorities

The relevant authority at the national level is the National Competition Commission (Commission nationale de la concurrence).

At the sub-regional level, the relevant authority is the Community Competition Council (Conseil communautaire de la concurrence).

Types of FDI triggering a notification

At the national level, companies involved in a merger or acquisition operation must declare to National Competition Commission their intention to merge when:

• the joint turnover achieved by the parties to the operation exceeds specific thresholds set by order of the Minister of Trade on the proposal of the National Competition Commission; or
• the market shares held by the parties to the operation are equal to or greater than a percentage set by the regulation in force.

At the sub-regional level, a concentration with a sub-regional dimension has to be notified to the Community Competition Council when:

• the companies involved in the operation together achieve a turnover in the common market of the CEMAC more than specific thresholds (excluding tax) set by the CEMAC Regulation; or
• the companies involved in the operation together hold more than a specific percentage of the common market of the CEMAC, set by the CEMAC Regulation.

Exemptions Available for Certain Categories of Foreign Investors or Investments

When the thresholds of turnover or market share defined by both national and sub-regional regulations are not reached, the parties are free to carry out merger and acquisition operations, provided that the said operations are not likely to significantly affect competition in the market.

Furthermore, at the national level, a merger or acquisition that has or would have a significant effect on competition may be allowed if the parties to the merger or acquisition prove to the National Competition Commission that:

• the merger has brought, or will bring, real efficiency gains to the national economy which exceed the effects detrimental to competition in the market; and
• the said gains could not have been achieved without the merger or acquisition.

General Overview of the Requirements, Process and Timeline for Notification, Review and Clearance, Including Whether Clearance Has to Be Received Prior to Making the Investment

At the national level, the merger or acquisition must be declared to the National Competition Commission at least three months before the envisaged operation is carried out, that is, prior to making the investment.

At the sub-regional level, the merger is notified at the project stage or when the parties are irrevocably committed to it, in particular after the conclusion of the constitutive deeds, the publication of the purchase or exchange offer, or the acquisition of a controlling interest, but can only be implemented after the decision of the Community Competition Council.

Whether FDI That Does Not Meet the Relevant Requirements to Trigger a Merger Control Notification is Nonetheless Still Potentially Subject to a Substantive Competition Review in Practice and a General Overview of the Considerations and Analysis Involved

In practice, even if a FDI does not meet the relevant requirements to trigger a merger control notification, such investment can nonetheless still potentially be subject to a substantive competition review, in the following cases:

• following the denunciation of the transaction by third parties, who consider that it affects or is likely to significantly reduce competition in the market; or
• upon ex officio referral by the relevant authorities as part of their mission to investigate, monitor, prosecute and sanction anti-competitive practices.

In each case, the competent authorities will carry out inspections and investigations to assess whether the transaction is anti-competitive.

The following factors are taken into account to assess whether a merger or acquisition is anti-competitive:

• barriers to the entry of new competitors into the market, in particular tariff and non-tariff barriers to import entry;
• the degree of competition between autonomous decision-making centres in the market; and
• the potential disappearance from the market of a company involved in the merger, acquisition, or transfer of assets.

If at the end of the investigations an anti-competitive effect is established, the competent authorities take a set of measures with which the parties must comply to restore free competition in the market.

The competent authorities may, in particular, order the dissolution of the merger or acquisition operation, or require the parties concerned to divest themselves of a certain number of assets or shares so as to eliminate the harmful effect on competition.

They may also, where it is established that a proposed merger or acquisition will appreciably reduce competition, order the parties involved in the proposed operation not to proceed with the operation, or to divest part of their assets or shares in such a way as to respect the level of competition established in the market.

The merger control regime in Cameroon involves a competitive assessment of the investment. This is justified by the general mission of the competent authorities to ensure fair competition in the market.

The following factors are taken into account by the relevant authorities to assess whether an investment is anti-competitive:

• barriers to the entry of new competitors into the market, in particular tariff and non-tariff barriers to import entry;
• the degree of competition between autonomous decision-making centres in the market; and
• the potential disappearance from the market of a company involved in the merger, acquisition, or transfer of assets.

The competent authorities also examine whether the investment transaction is likely to significantly harm competition by creating or strengthening a dominant position. They assess whether the transaction will make a sufficient contribution to economic progress to offset any harm to competition. They particularly take into account:

• the structure of all relevant markets;
• the market position of the companies concerned and their economic and financial strength;
• the interests of intermediate and final consumers;
• the evolution of technological progress insofar as this factor is to the advantage of consumers; and
• the competitiveness of the companies concerned in the face of international competition.

In Cameroon, the relevant authorities may request or require various types of remedies or commitments to address potential competition concerns.

The competent authorities may in particular order structural remedies by:

• ordering the parties to divest themselves of a certain number of assets or shares so as to eliminate the harmful effect on competition;
• ordering the parties involved in the proposed operation not to proceed with the operation, or to divest part of their assets or shares in such a way as to respect the level of competition established in the market, where it is established that a proposed merger or acquisition will appreciably reduce competition; or
• ordering the cessation of joint control.

The competent authorities may also decide on any other appropriate interim measures to restore effective competition, where necessary.

These remedies aim to ensure that the merger does not significantly impede effective competition in the market, protecting consumer interests and maintaining a healthy economic environment.

On the Ability for the Relevant Authority to Block or Challenge FDI, Either Before or After the Investment is Made

In Cameroon, the regulations in force confer to the relevant authority the ability to block or otherwise challenge FDI, either before or after the investment is made, notably when the transaction is not in compliance with the applicable laws.

General Overview of the Requirements and Process, Including What Authority is the Ultimate Decision-Maker on Such a Challenge and Whether the Foreign Investor Has the Ability to Appeal Any Decision

All investments should be made in accordance with the applicable legal and regulatory provisions.

The competent authorities may, as part of their monitoring powers, or upon denunciation by any interested party, examine any investment transaction in order to ensure that it complies with the applicable legal and regulatory provisions.

If, in the course of their investigations, they identify breaches of the regulations in force, the person concerned shall be invited to provide explanations in accordance with the applicable procedure and in full respect of the rights of defence.

As regards the authorities that ultimately decide to challenge an FDI transaction, some of them have general jurisdiction, while others have specific jurisdiction in relation to the sector of activity concerned.

The authorities with general jurisdiction include notably the National Competition Commission, the CEMAC Commission through the Community Competition Council, and the BEAC.

Sectoral authorities notably include the COBAC in the banking sector.

The foreign investor has the ability to appeal any decision from the relevant authorities before the competent courts.

Consequences of Making an Investment Without the Prior Approval of the Relevant Authority

Making a foreign investment without the prior authorisation of the competent authority may result in penalties, which are of two types: pecuniary penalties and non-pecuniary penalties.

Pecuniary penalties are fines that generally represent a percentage of the turnover or the amount of the transaction.

Non-pecuniary sanctions may include in particular various injunctions to the parties to dissolve the transaction, dispose of a number of assets or shares, separate the combined business or assets etc, withdrawal of authorisation or prohibition of all or part of certain transactions or activities.

Cameroon has a foreign investment review regime that applies to certain sectors, particularly sectors deemed strategic or sensitive to national security and economic stability. Even though there is no single dedicated law specifically governing foreign investment screening, various legal and institutional frameworks have been put in place at the sub-regional and national level with their respective missions in order to contribute to the safeguarding of national security within the framework of FDI.

Legal and Institutional Frameworks Governing Foreign Investment/National Security and Relevant Authorities

At the sub-regional level

At the sub-regional level, under the 2018 Exchange Control Regulation, the BEAC, the COSUMAF and the Ministry of Finance monitor and approve international financial transactions to prevent money laundering, and illicit transfers that could threaten national security and economic stability.

In relation to approvals provided by the 2018 Exchange Control Regulation, please refer to 1.2 Regulatory Framework for FDI. This first stage of screening basically focuses on the origin of funds and cash flow in and out of the CEMAC.

Other sub-regional authorities enter into play depending on the subject matter in FDIs, notably, the COSUMAF for FDI that involves capital movements, the COBAC for FDI in the banking sector, the CEMAC Competition Council for competition matters, etc.

At the national level

The legal enactments governing commercial activity in Cameroon incorporate national security safeguards by regulating foreign investment and trade practices. These laws ensure that economic activities carried out by foreign investors do not threaten economic sovereignty and public safety.

In relation to approval, please refer to 1.2 Regulatory Framework for FDI.

Types of FDI Subject to Review and Exemptions

In our jurisdiction, all forms of FDI are subject to regulatory review be it a commercial investment, investment in the natural resources and extractive industries, infrastructure and public-private partnerships or transactions that involve foreign exchange and capital movements.

As explained above, depending on the type of FDI, declarations, approvals, licences, permits, etc would be required.

General Overview of the Requirements, Process, Clearance and Timeline for Notification

The requirements necessary for the review of FDIs, the process and the timeline for notification all vary depending on the regulatory authority handling the notification.

Although Cameroon does not have a dedicated foreign investment/national security review regime, FDI is subject to regulatory control at both the sub-regional and national levels. The review process is applied to all types of foreign investments, including partnerships and joint ventures, acquisitions by foreign governments or government-affiliated entities, and non-controlling minority investments.

Criteria, Considerations and Analyses for Review of Foreign Investment/National Security in Cameroon

During FDI review, the competent authorities take into consideration a wide range of aspects including:

• ensuring that the foreign investor complies with foreign exchange regulations as provided by the 2018 Exchange Control Regulation;
• ensuring compliance with anti-money laundering and terrorism financing laws and policies;
• ensuring compliance with authorisation requirements from the Ministry of Trade;
• ensuring compliance with sector-specific laws and requirements;
• ensuring that the FDI does not violate Cameroon public policy;
• ensuring that the FDI does not threaten economic sovereignty;
• ensuring that the FDI will have a positive impact on employment, economic growth, technological development and local industries while protecting labour and consumer protection rights; and
• ensuring that the FDI will not lead to anti-competitive practices that could harm local businesses.

Although Cameroon does not have a specific foreign investment/national security review regime, when reviewing FDI, Cameroon’s regulatory authorities may impose commitments on foreign investors to address concerns relating to economic stability, sector-specific regulations and national security.

These measures vary based on the sector, the investment structure and the risks involved.

Economic Commitments

To promote economic development and protect local businesses, authorities may require:

• In strategic sectors such as oil & gas and mining, the state usually sets as a condition its participation in the share capital of the company that will be in charge of running projects in that sector. Also, the duration of the agreements for the carrying out of certain projects may be limited by the state.
• In some sectors such as telecommunications, investors may be required to commit a certain percentage of reinvestment into the local economy. The government equally regulates service fees and tariffs to ensure fair competition.
• Foreign investors may face restrictions on divestment, such as approval for share transfers. Government approval may be required before a foreign investor transfers its shares to a different entity/physical person; for instance, in the oil & gas and telecommunications industries, any change in ownership must have been previously approved by the relevant regulator.

Local Participation and Employment Commitments

Generally, and most especially in strategic sectors, foreign investors are required to include in their agreements with the state “local content”, activities focused on the development of local capabilities, the use of local human and material resources, technology transfer, the use of local industrial and service provider companies, and the creation of measurable added value for the local economy.

Foreign companies must prioritise the hiring of Cameroonian workers over foreigners and provide skills training programmes to enable the transfer of competence to nationals.

State Prerogatives

The government may expropriate foreign-owned assets if they are deemed to be against the national interest or security.

Ability of the Relevant Authority to Block or Challenge FDI

In Cameroon, the relevant authorities have the power to block or challenge FDI, both before and after the investment is made, particularly when the investment fails to comply with applicable laws and regulations, including those relating to economic stability, national security and the public interest.

General Overview of the Requirements and Process

All investments must comply with the legal and regulatory framework in place. The competent authorities have monitoring powers and may examine any investment transaction either upon control/inspection or in response to a complaint or denunciation by an interested party, as the case may be, to ensure compliance.

If a breach of regulations is identified during investigations, the party concerned is generally invited to provide explanations in accordance with the legal procedure provided for by the relevant legal instrument, respecting the party’s rights of defence.

The authorities responsible for reviewing and challenging an FDI transaction vary by sector. Authorities with general jurisdiction include bodies such as the National Competition Commission, the CEMAC Competition Council and the BEAC. Sector-specific authorities include the COBAC for the banking sector and other regulatory bodies as applicable. At the national level, various governmental authorities also have jurisdiction over investment-related matters.

Foreign investors have the right to appeal any decision by the relevant authorities to the competent authorities as applicable, as provided by the relevant instrument.

Consequences of Making an Investment Without Prior Approval

Investing without the prior approval of the relevant authority can lead to both pecuniary and non-pecuniary sanctions.

Pecuniary sanctions

These are typically fines based on a percentage of the turnover or transaction value of the investment.

Non-pecuniary sanctions

These may include:

• a dissolution of the investment transaction;
• disposal of assets or shares involved in the transaction;
• separation of merged businesses or assets;
• ceasing joint control over the business;
• withdrawal of approval/licence/permit etc for the investment; and
• prohibition on carrying out certain transactions or restrictions on business activities.

Please refer to 1.2 Regulatory Framework for FDI, 5.2 Securities Regulation and 6. Antitrust/Competition.

In addition, kindly see below other key legal frameworks applicable to foreign investors in Cameroon:

• Private investment incentive regime: Law No. 2013/004 of 18 April 2013, as amended on 12 July 2017, and its implementing texts outline the framework for promoting investment in Cameroon.
• Real estate transactions of foreigners: Please refer to 1.2 Regulatory Framework for FDI.

Overview of the Taxation of Companies Doing Business in Cameroon

In Cameroon, companies are required to pay different types of tax depending on the tax regime to which they belong, their annual turnover or the activity in which they are engaged.

The five main tax systems are:

• the flat-rate taxation system;
• the simplified taxation system;
• the actual earnings taxation system;
• the non-profit organisations system; and
• the non-professional taxpayers system.

Taxation of Foreign Companies

Foreign companies operating in Cameroon, for example via a subsidiary or branch, are subject to the same tax systems as local companies, notably in terms of corporate tax (IS) and VAT, provided they have a permanent establishment on Cameroonian territory. Foreign companies may be subject to withholding taxes on certain income generated in Cameroon, such as dividends, interest and royalties.

Other Considerations

Companies in Cameroon whose ordinary shares are listed on the BVMAC are entitled to corporate tax reduction rates.

Partnerships may benefit from a different tax regime. In principle, the profits of partnerships are allocated directly to the partners and are thereby subject to personal income tax rather than corporate. However, some partnerships may opt to be taxed at the corporate income tax rate.

Foreign companies may benefit from a reduced rate under international tax treaties, if such treaties exist between Cameroon and the company’s country of origin.

The recently adopted Law No. 2024/020 of 23 December 2024 on local taxation has introduced a new synthetic general tax system, the application of which will be determined at a later date by an implementing text.

Withholding Tax on Dividends or Interest Payments to Foreign Investors

In Cameroon, dividends or interest paid to foreign companies are subject to a withholding tax known as the income tax on movable capital (IRCM).

Applicable Rates of Withholding Tax on Dividends or Interest Payments to Foreign Investors

The main rate of withholding tax on dividends or interest is 16.5% of the income paid. However, the rate is 30% when the dividends or interest are paid to a person domiciled in a country considered a tax haven, and 10% for dividends distributed by companies with turnover below or equal to XAF3 billion. These rates may be different for companies whose countries have signed tax treaties with Cameroon.

The tax rate on dividends and interest on bonds maturing in less than five years, as well as other remuneration from securities held by individuals or legal entities listed on the BVMAC, is set at 10%.

This rate is set at 5% for proceeds from bonds issued by private or public companies maturing in five years or more.

The Cameroon General Tax Code also provides for exemptions and reduced rates (depending of the phases of the start-up) for dividends paid to shareholders and interest paid to investors of innovative start-ups in the field of information and communication technologies, grouped within management structures set up as approved management centres.

Other Reductions and Exemptions Under a Treaty or Legal Instrument

The reduction in the rate of this tax does not, in principle, depend on the length of time shares are held.

Furthermore, depending on the applicable tax treaties, the tax could be revised downwards. In addition, Law No. 2013/004 of 18 April 2013 establishing incentives for private investment in the Republic of Cameroon as amended by Law No. 2017/015 of 12 July 2017 and its subsequent texts provide for a reduction in the rate of the IRCM for companies approved for the incentive system provided by the said law.

Treaty Shopping

In Cameroon, there are no formal restrictions on treaty shopping. However, before granting a taxpayer the benefit of provisions of an international tax treaty, the tax authorities carry out verifications and the conditions of applicability of the treaty concerned to ensure that no tax evasion is involved.

Taxpayers use a variety of methods to reduce their tax base and pay less tax. However, these methods must be legal and comply with current legislation. There are precautions to be taken and specific rules governing their application to avoid abuses such as tax evasion or tax fraud. Tax authorities in Cameroon closely control companies’ tax practices and can apply penalties to those who fail to comply with the law.

General Overview of Tax Optimisation Methods in Cameroon

There are a number of tax optimisation measures that enable taxpayers to pay the least amount of tax.

Taxpayers must ensure that these measures are regular in order to avoid possible sanctions. These measures may include:

• use of the tax incentives provided for by investment incentives laws;
• tax benefits provided for in the General Tax Code;
• use of tax treaties;
• carrying out an activity under the free zone regime; and
• efficient structuring and management of a company.

Other Tax Optimisation Measures

“Step up” depreciable asset basis

Increasing the base of depreciable assets is permitted in Cameroon, as long as the acquisition of the assets complies with accounting and tax standards. In reality, this involves revaluation. It is free for some taxpayers and compulsory for others, depending on their tax system, the nature of their business or their turnover.

“Earnings stripping” with intercompany debt

The use of intercompany debt is possible, but there are strict regulations concerning deductible interest and thin capitalisation. In Cameroon, companies must comply with transfer pricing rules and avoid structural abuses to artificially reduce the tax base.

The tax authority controls intra-group transactions to ensure that interest paid is at market rates and does not allow excessive profit transfer to entities based in low-tax jurisdictions. In addition, Cameroon imposes limits on interest deductibility if a company is deemed undercapitalised. For example, the ratio of debt to equity is subject to restrictions.

Cross-licensing or similar arrangements

Cross-licensing agreements, which may include royalty payments or transfers of intellectual property between companies in the same group, are authorised, but must be properly documented and justified to avoid any form of transfer price manipulation.

In addition, payments of royalties by Cameroonian companies must meet certain conditions in order to be fully or partially deductible.

The use of net operating losses to shelter future income

In Cameroon, tax losses can be carried forward to subsequent tax years, to reduce tax on future profits. This measure is permitted in Cameroon but is subject to specific conditions.

A loss incurred during a given year is considered as an expense for the following year and deducted from the profit for that year. However, the carry-forward of this deficit is authorised, subject to restrictions such as a maximum period after which the deficit can no longer be carried forward.

Companies must ensure that the loss carry-forward is properly documented and complies with tax rules.

The benefits of tax consolidation by companies and their controlled subsidiaries

Tax consolidation is not explicitly provided for under Cameroonian Law. However, there may be scope for offsetting profits and losses between group companies under certain conditions.

Companies must ensure that all tax strategies used are legal and transparent. Any attempt at tax evasion or abusive manipulation of tax mechanisms can result in severe penalties, including fines and tax reassessments.

In Cameroon, a sale or other deposition of FDI realised by foreign investors is subject to capital gains tax.

However, a sale or other deposition realised by foreign investors on FDI may be exempt from capital gains tax, but this depends on the specific circumstances and tax regimes in force. Examples of cases of exemption are as follows:

• small capital gains on shares or bonds which do not exceed XAF500,000;
• innovative start-ups in the field of information and communication technologies grouped within management structures set up as approved management centres benefit from a five-year tax exemption during the incubation phase;
• capital gains on the sale of start-ups are subject to a reduced rate during their first five years of operation (after the incubation phase);
• legal entities or individuals operating under the free zone regime benefit from total exemption for the first ten years of their operation, from direct taxes and duties in force or to be created, as well as registration and stamp duties of any kind whatsoever;
• FDI in economically affected areas may qualify for special relief; and
• FDI in the agriculture, tourism or infrastructure sectors may also benefit from temporary exemptions from tax.

Cameroon’s tax legislation does not specifically provide for tax benefits for foreign investors using a blocker corporation or other tax-preferred vehicle. Investments structured through jurisdictions with favourable tax treaties may reduce or exempt capital gains tax. However, the Cameroon legislation has tightened anti-tax-haven measures by increasing tax rates on payments to beneficiaries established in tax havens.

Cameroon has established measures to oversee FDI and prevent tax evasion, notably through transfer pricing rules, withholding tax and international treaties.

Transfer Pricing Rules

Transfer pricing rules in Cameroon are mainly designed to ensure that transactions between related companies (including those between a local enterprise and a foreign investor) are carried out at market prices.

Companies must maintain documentation justifying their pricing and submit an annual transfer pricing declaration. The Cameroon’s tax authorities have the right to review transfer prices and apply adjustments if they consider that the prices applied are not in line with market conditions.

On Anti-Hybrid Rules

Cameroon legislation does not provide for any specific anti-hybrid rules. Tax avoidance is addressed through withholding tax, particularly through special income tax on cross-border payments. The government also monitors financial flows to ensure compliance.

Relevant Regimes to Deter Tax Evasion

Cameroon combats tax evasion via tax treaties and adherence to international tax transparency initiatives such as the OECD Multilateral Convention on Mutual Administrative Assistance in Tax Matters.

Overall, companies operating in Cameroon must comply with transfer pricing and anti-avoidance measures to mitigate tax risks and avoid penalties.

Overview of the Legal and Regulatory Regime Applicable to Employment and Labour Matters

In Cameroon, employment and labour matters are mainly regulated by:

• Law No. 92/007 of 14 August 1992, establishing the Labour Code and its implementing texts;
• national collective bargaining agreements; and
• establishment agreements.

There are also legal instruments on social securities and protection granted to workers, under the control of the National Social Insurance Fund (NSIF).

Collective Bargaining, Works Council or Labour Union Arrangements at Companies

In Cameroon, well-established mechanisms have been put in place to safeguard the rights of both employers and employees. This is carried out through the adoption of sector-specific national collective bargaining agreements, the election of employee representatives in companies, and the creation of sector-specific professional trade unions.

Other Employee or Labour Aspects Important for FDI

Under the Cameroon Labour Code, foreign employees can only work in the country under fixed-term contracts with a maximum duration of two years, renewable once. These contracts must receive prior approval from the Minister of Employment and Vocational Training before the employees begin work.

This approval process is generally subject to administrative fees, calculated as a percentage of the agreed salary.

Similarly, contracts for foreign consultants also require prior approval from the same Minister and are subject to an administrative fee equivalent to a percentage of the consultant’s service fee.

Common Frameworks Used for Compensation of Employees

In Cameroon, the most common frameworks include the following:

Cash compensation

• A fixed monthly salary.
• Bonuses, commissions or incentives, depending on company practices (optional).

Equity compensation

• Some multinational companies offer equity-based incentives to motivate employees.
• In certain cases, companies may distribute a portion of profits to employees, particularly for senior executives.

Pensions/retirement benefits

All employees are entitled to retirement benefits under the auspices of the NSIF, which is funded through employer and employee contributions. Some private-sector employers may offer additional pension schemes or savings plans to enhance employee retirement benefits.

Statutory benefits

The statutory social security contributions made by employers to the NSIF generally cover:

• work injury and occupational disease benefits;
• maternity and child support; and
• retirement pensions.

Other benefits (not mandatory)

• Allowances for housing and transportation expenses.
• Private health insurance to employees.
• Food and other allowances to cover utility expenses for employees.

On How Employee Compensation is Typically Addressed or Implicated by an Acquisition, Change of Control or Other Investment Transaction in the Jurisdiction

In Cameroon, acquisitions, changes of control, or other investment transactions that may be interpreted as leading to the change of the legal situation of the employer do not automatically affect the employment contracts of existing employees. However, in practice, such operations often prompt discussions and negotiations with the employees on employee compensation.

Employees may advocate for retention or termination benefits based on their personal interpretation of labour regulations.

In practice, such issues are typically addressed within the share transfer agreements between the outgoing and incoming shareholders to ensure a smooth transition.

In any event, the compensation scheme agreed with the employees and the relevant process is overseen by the labour inspectorate, ensuring compliance with labour laws and the protection of employee rights.

Employees’ Rights in the Event of an Acquisition, Change of Control or Other Investment Transaction in the Jurisdiction

Under Cameroonian labour law, the acquisition or change of control of a company does not, in principle, affect existing employment contracts or employees’ rights. Accordingly, employment contracts continue under their existing terms and conditions.

Where such a legal change in the employer’s status occurs, the following rights apply:

• Continuation of employment contracts: All existing employment contracts remain in force and are transferred to the new employer.
• Option to terminate employment: Employees may choose to terminate their contracts before the change, provided they express their wish before the labour inspector.

On Employees’ Mandatory Right to Transfer Employment With an Acquired Business

Under Cameroon labour law, employees do not have a mandatory right to transfer employment with an acquired business.

Requirements to Be Met to Complete an Acquisition or Other Investment Transaction

In Cameroon, there are no specific mandatory requirements provided by work councils or collective bargaining agreements as part of the formal process for completing an acquisition or other investment transaction.

In practice, employees are generally informed through their staff representatives.

In Cameroon, intellectual property (IP) is not directly integrated into the formal process of FDI screening by regulatory authorities. However, certain provisions of Cameroon’s IP law could indirectly impact FDI, particularly in sectors crucial to the national interest and security.

Grant of Non-Voluntary Licences for National Interest

The relevant IP regulations allow the government to grant non-voluntary licences in cases of national emergency or public interest, such as public health or national defence. This mostly applies in sensitive sectors, such as pharmaceuticals, defence and energy, where IP rights can be crucial to national security. In these sectors, foreign investors’ patents could be subject to non-voluntary licensing if deemed necessary for the public interest or national security.

Patents Critical to National Defence or Public Health

If a foreign investor holds patents in sectors such as national defence or pharmaceuticals, the government may intervene to ensure that these patents are being worked adequately to meet national needs.

In addition to the above, issues relating to IP rights could arise among stakeholders, within the framework of FDI operations such as share acquisitions.

IP Protections in Cameroon

Cameroon is a member of the African Intellectual Property Organisation (OAPI). As an OAPI member, IP rights registered in Cameroon automatically apply uniformly to all 17 OAPI member states, under the 2015 Bangui Agreement.

The Bangui Agreement governs patents, trade marks, copyrights and other IP rights, providing a relatively strong legal basis for protection.

The Bangui Agreement is equally aligned with a number of international treaties applicable to all member states.

Despite the above safeguards, Cameroon’s IP system suffers from significant challenges and weaknesses arising from various factors such as:

• Local courts lack expertise in IP law, and there are not many sanctions against infringement of IP rights.
• Cameroon faces important levels of counterfeit goods, most especially in the pharmaceutical, food and luxury brand industries.
• Many businesses fail to register their IP rights due to lack of knowledge and lack of financial capabilities.

Particular Sectors in Which It Would Be Difficult to Obtain IP Protection or That Are Subject to Significant Limitations on Protection or Enforcement

In Cameroon, some sectors face greater difficulties in enforcing or protecting IP rights.

• In the pharmaceutical industry, OAPI rules permit the government to force a foreign patent holder to license its drug to local manufacturers if deemed necessary for public health.
• In addition to the above, the entertainment industry (music, films) and books suffer from high levels of piracy due to weak copyright protection.
• For the time being, there are no specific provisions in the 2015 Bangui Agreement on AI-generated works such as AI-generated content, algorithms or machine learning models. Cameroon’s copyright laws only recognise human-created works.

Legal Framework of Data Protection in Cameroon

Data protection in Cameroon is mainly governed by a set of enactments:

• at the regional level, the African Union Convention on cybersecurity and the protection of personal data adopted on 27 June 2014 in Malabo;
• at the sub-regional level, CEMAC directive No. 07/08-UEAC-133- CM-18 of 19 December 2008 laying down the legal framework for the protection of users’ rights relating to electronic communications networks and services within the CEMAC; and
• at the national level, the new Law No. 2024/017 of 23 December 2024 relating to personal data protection in Cameroon and other related legal texts.

On the Scope of Cameroon’s Data Protection Law

Cameroon’s Data Protection Law has an extraterritorial scope that could extend to a foreign investor in its own jurisdiction under certain conditions.

Enforcement of penalties

The Data Protection Law has a strong enforcement focus, and enforcement of penalties could exceed probable economic losses.

The Data Protection Law has established a Personal Data Protection Authority (PDPA) responsible for ensuring compliance with data protection laws. The PDPA does not have discretion in determining penalties as the sanctions for infringement of the law are outlined in the law.

The law specifies the sanctions for non-compliance, which means the PDPA has limited discretion in determining penalties. These sanctions include administrative, civil and criminal penalties, with fines ranging from XAF100,000 to XAF1 billion, depending on the nature and severity of the violation, as well as the type of penalty imposed. Additionally, the law provides for a multiplier effect on penalties when fraudulent actions such as undermining data integrity, concealing, falsifying or deleting relevant information are involved.