CAMEROON Law and Practice Contributed by: Bayee A. Besong, Besong & Co
• 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 men - tion 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 even - tual transfers; however, most share registers are not directly accessible to the public. 4.2 Role of Shareholders Shareholder involvement is mainly indirect, focus - ing 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 con - ditions, request a management expert report or undertake legal action against the directors.
• Shareholders’ Agreements: OHADA explicitly rec - ognises shareholders’ agreements, allowing power and governance to be structured more specifically, in addition to articles of association. 4.3 Shareholder Meetings 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. 4.4 Shareholder Claims 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 chairper - son 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 individ - ually 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 appoint - ment of one or more experts responsible for present - ing 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.
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