CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Kevin Djomgoue and Cecile Bella, Amadagana & Partners
2. Overview of Regulatory Field 2.1 Acquiring a Company
• notification of foreign direct investment in accord - ance with the provisions of CEMAC Regulation No 02/18/CEMAC/UMAC/CM of 21 December 2018 on foreign exchange (the Règlement des Changes ). It should be noted, however, that the declaration of foreign direct investment submitted to the Central Bank must be the subject of an acknowledgment by that body; • notification in the event of transfer or liquidation (including sale) of a foreign investment in accord - ance with the provisions of the Foreign Exchange Regulations and CEMAC Instruction No 003/ GR/2020 of 5 October 2020; • notification of the transfer of liquidation funds; • notification of portfolio investments in accordance with the provisions of the Foreign Exchange Regu - lations and the instruction on foreign investments; • obtaining prior authorisation to carry out commer - cial activity for foreign entities setting up in Cam - eroon in accordance with the provisions of Law No 2015-18 of 21 December 2015 governing commer - cial activity in Cameroon; • local content and capital participation requirements in all strategic sectors such as mining, energy, etc; and The applicable antitrust regulations are the same to date, namely the CEMAC Regulation No 06/19-UEAC- 639-CM of 7 April 2019 on and the Law No 98/013 of 14 July 1998 on competition. 2.5 Labour Law Regulations The provisions of Article 42 of the Cameroon Labour Code providing certain rights to employees are the provisions that should be reviewed by the parties in an acquisition. 2.6 National Security Review There has been no national security review of acquisi - tions in Cameroon to date. • control by sector regulators. 2.4 Antitrust Regulations
In Cameroon, a company can be acquired by various legal and technical procedures that have remained unchanged to date, each chosen on the basis of the acquirer’s strategic objectives and the characteristics of the target. The main methods include the acquisi - tion of shares or assets, mergers, capital increases and progressive equity investments, as well as the use of composite securities, such as bonds with equi - ty warrants (OBSA), convertible bonds (OC), bonds redeemable in shares (ORA), equity warrants (BSA), and bonds convertible into or exchangeable for new or existing shares (OCEANE) (see TITLE II-2. Compos - ite Securities and Article 822-2 of the OHADA Uniform Act on Commercial Companies). 2.2 Primary Regulators On competition and antitrust issues, there are com - munity regulators, such as the Commission of the Economic and Monetary Community of Central Afri - ca (CEMAC) and its Competition Council at CEMAC level, the CEMAC Banking Commission and the CIMA Regional Insurance Supervisory Commission. Then there are the national authorities, such as the Min - istry of Trade and the National Investment Agency, which examine the regulatory aspects of transactions, particularly where foreign investment is involved, and issue the necessary authorisations. Finally, there are national regulators such as the National Competition Commission (CNC) at national level and sector regulators (energy, banking, telecoms, etc) such as ARSEL for the energy sector, which are specialised bodies that intervene to ensure that trans - actions comply with the standards specific to these sectors, in order to ensure their stability and good governance. 2.3 Restrictions on Foreign Investments There are no restrictions, but rather requirements for compliance with the specific obligations to each sector of activity. These obligations have remained unchanged since 2024 and 2025, in particular, the fol - lowing are noted:
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