CAMEROON Law and Practice Contributed by: Bayee A. Besong, Besong & Co
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
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 Organisa - tion 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 situ - ations 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 comparabil - ity”. In addition, the preparation of annual financial state - ments, 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 sub - ject, 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
an action before the competent courts. 4.5 Shareholders in Publicly Traded Companies
There are disclosure obligations. Article 99 of Regu - lation No 01/22/CEMAC/UMAC/CM/COSUMAF on the Organisation and Functioning of the Central Afri - can Financial Market provides that shareholders of companies admitted to trading on the regional regu - lated 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 cross - ing of the various thresholds mentioned in the previ - ous 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 publica - tions 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. 5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements The annual and other periodic financial reporting requirements are set out in Articles 7 to 13, 25 to 34
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