Cameroon
Corporate Guide

What is the legislation that governs companies in Cameroon?

In Cameroon, several laws govern companies, depending on their categories, types or fields of activity.

Non-commercial companies are governed by the Civil Code of 1804 in its version applicable in Cameroon. They may also be governed by specific laws and decrees about the nature of the company or its purpose, such as professional civil companies, whose operation may be governed by an ethics code.

As for commercial companies, they are governed by both supranational and national texts.

Supranational texts refer to treaties that influence the creation and existence of commercial companies.

OHADA Treaty

The Treaty establishing the Organization for the Harmonization of Business Law in Africa (OHADA), adopted on 17 October 1993 and amended on 17 October 2008, governs commercial companies through uniform acts such as:

• The Uniform Act on Commercial Companies and Economic Interest Groups (AUSGIE)
• The Uniform Act relating to General Commercial Law
• The Uniform Act on Securities
• The Uniform Act relative to Collective Proceedings for the Clearing of Debts
• The Uniform Act on Cooperatives (AUSC)
• The Uniform Act on Organization and Harmonization of Company Accounts (AUHCE)

For the application of some of these acts, the Cameroonian legislature has enacted laws such as Law No. 2003/008 of 10 July 2003 on the sanctions of offences provided by certain uniform acts of the OHADA and Law No. 2016/014 of 14 December 2016, fixing the minimum share capital and the modalities of recourse to the services of a public notary in the creation of a private limited company.

CEMAC legislation

Economic and Monetary Community of Central Africa (CEMAC) legislation may also have an impact on the mode of operation or even the modalities of creation of certain commercial companies, notably through its:

• Regulation No. 06/03 on the organisation, functioning and supervision of the capital market in Central Africa.
• General regulation on the Central African Financial Market Supervisory Commission (COSUMAF).
• Regulation No. 02/18/CEMAC/UMAC/CM on stock exchanges in CEMAC.
• Convention of 16 October 1990, which created a Banking Commission in Central Africa and all related texts.
• Treaty of 10 July 1992, which established the Inter-African Conference on the Insurance Market (CIMA) to govern insurance institutions.

At the national level, commercial companies are generally governed by:

• Law No. 2015/018 of 21 December 2015 governing commercial activity in Cameroon.
• Law No. 2014/007 of 23 April 2014 laying down the modalities of dematerialisation of transferable securities in Cameroon.
• Decree No. 2014/3763/PM of 17 November 2014 laying down the conditions of application of Law No. 2014/007 of 23 April 2014.
• Decree No. 93/720/PM of 22 November 1993, laying down the modalities for the application of Law No 90/031 of 10 August 1990, governing commercial activity in Cameroon (this decree is still applied despite the repeal of this law by Law No. 2015/018 of 21 December 2015).
• Law No. 98/013 of 14 July 1998 on competition and international trade.
• The general tax code in force.

Besides, it should be noted that although they may be incorporated in the form of commercial companies, state-owned companies are governed by Law No. 2017/011 of 12 July 2017 on the general regulations of public enterprises. This law is supplemented by annexed texts such as Decree No. 2019./320 of 19 June 2019, which specifies the modalities of application of certain provisions of Law No. 2017/010 and 2017/011 of 12 July 2017, on the general status of public establishments and public enterprises. Additionally, Decree No. 2019/321 of 19 June 2019 fixed the categories of companies, remunerations, indemnities and benefits of their managers, and Order No. 00000201/MINFI of 4 May 2020 on the classification of public enterprises in Cameroon.