CAMEROON Law and Practice Contributed by: Michel Aaron Feugueng, Ida Tchamde Feugueng and Yvette Kalieu Elongo, Maaron Law Firm
3.2 Claims Against Ultimate Beneficial Owners Lifting the Corporate Veil Cameroonian courts will lift the corporate veil where a company has been used as a mere instrument (“ instru- ment ”) of fraud, applying Article 1832 of the Civil Code (requirement of genuine corporate purpose) and the doctrine of simulation (Article 1321 Civil Code). Where the corporate form is fictitious or is used to conceal personal liability, the court will disregard the separate legal personality and hold the ultimate beneficial own - er (UBO) directly liable. Liability of Controlling Shareholders Under Article 740 of the AUSCGIE, controlling share - holders of a subsidiary that is placed in liquidation may be held liable for the subsidiary’s debts where they have caused the subsidiary’s insolvency through fraudulent management. This provision is directly applicable in Cameroon. FATF/AML Beneficial Ownership Requirements Cameroon’s anti-money laundering (AML) legislation requires companies to maintain a register of UBOs, accessible to ANIF and to courts in the context of criminal investigations. CEMAC Regulation No 01/03 and Law No 2003/004 on the Prevention and Sup - pression of Money Laundering require financial institu - tions to identify and verify UBO identity as part of their know-your-customer obligations. 3.3 Shareholders’ Claims Against Fraudulent Directors Derivative Action (Action Sociale) Under Articles 165 and 166 of the AUSCGIE, share - holders may bring a derivative social action (“ action sociale ut singuli ”) on behalf of the company against fraudulent directors to recover losses caused by the directors’ misconduct. Individual shareholders or groups holding a minimum of 1% of the share capi - tal (or XAF5 million in share value) may bring such an action where the company’s board declines to act (Article 166 AUSCGIE). Criminal Complaint Shareholders may also file a criminal complaint against directors for misuse of corporate assets (“ abus de biens sociaux ”) under Article 891 of the AUSCGIE and
Expert Witnesses The court may appoint a judicial expert (“ expert judi- ciaire ”) under Articles 54 to 75 of the CCPC to provide specialist opinion on financial, accounting or technical matters relevant to fraud claims. Expert witnesses are officers of the court and have an overriding duty to the court, not to the parties. 3. Corporate Entities, Ultimate Beneficial Owners and Shareholders 3.1 Imposing Liability for Fraud on a Corporate Entity Under OHADA law and Cameroonian national law, corporate criminal liability and attribution of individual knowledge to the company are governed as follows. Criminal Liability of Legal Persons Article 74-1 of the Penal Code (as amended by Law No 2016/007) expressly provides for the criminal liabil - ity of legal persons (“ personnes morales ”), including companies, for offences committed on their behalf by their organs or representatives. The company may be subject to criminal fines, prohibition from certain activities, and dissolution. Individual officers remain concurrently liable. Attribution of Director Knowledge Under Article 121 of the AUSCGIE, directors act as agents of the company (“ mandataires sociaux ”) and their knowledge is attributed to the company for all acts within their authority. Where a director commits fraud in the exercise of their corporate functions, the company is vicariously liable to third parties for the resulting damage (Article 1384 Civil Code), without prejudice to the company’s right to seek indemnifica - Article 277 of the AUSCGIE extends liability to de fac - to managers (“ dirigeants de fait ”) who exercise effec - tive control over the company without formal appoint - ment. Cameroonian courts have applied this provision to pierce nominee arrangements and hold beneficial controllers liable for corporate fraud. tion from the director. De Facto Managers
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