CAMEROON Law and Practice Contributed by: Bayee A. Besong, Besong & Co
1. Corporate Governance Requirements 1.1 Corporate Forms and Governance Requirements The typical business structures in Cameroon are listed in the OHADA Uniform Act Relating to Commercial Companies and Economic Interest Groups (the “Uni - form Act”), which provides a common legal framework for how companies are created, managed and dis - solved across OHADA member countries. The main business forms are as follows: • The General Partnership ( Société en Nom Col- lectif ): 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 Limitée or S.A.R.L.): In this cor - porate 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 share - holders 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 organisa - tion and operation of the company, subject to the mandatory rules of the Uniform Act. This corpo - rate 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 Partner - ship: A de facto company is created when two or more natural or legal persons behave as partners without having formed one of the companies rec - ognised by the Uniform Act. In Cameroon, corporate governance rules are derived from a variety of sources, and are not based on a sin - gle 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, agricul - ture, 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 Regu - lations 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 extraordi - nary general meetings...”.
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