CAMEROON LAW AND PRACTICE Contributed by: Serges Martin Zangue, Brandon Ntahdui, Joel Noussie, Julienne Happi, Mathias Choudjem, Maeva Pokem, Winy Felifack and Synthia Pamela Dounking Amfouo, Zangue & Partners
4. Corporate Governance and Disclosure/Reporting 4.1 Corporate Governance Framework Corporate Governance: Requirements and Norms Corporate governance in Cameroon is mainly gov - erned by OHADA law, notably the OHADA Uniform Act on Commercial Companies and Economic Interest Groupings (UAC). A foreign natural person or legal entity may establish a company in Cameroon. It is also possible to establish a company with a single shareholder, and to establish a branch or representative office in compliance with certain conditions provided by the UAC. The management structure of commercial companies varies based on the corporate form and may include a board of directors, a managing director, a chairperson of the board of directors, a chairperson and a gen - eral manager, a general manager, a manager and/or a president, as applicable. Commercial companies are legally required by law to approve and file financial statements with the Trade and Personal Property Credit Register on a yearly basis. Additional governance formalities are deter - mined on a case-by-case basis. In some instances, specific requirements may also be outlined in the company’s articles of association. Corporate and Other Legal Entity Forms Commonly Used for Public and Private Companies Public companies In accordance with Law No 2017/011 of 12 July 2017 laying down the general rules and regulations govern - ing public corporations (the “2017 Public Corpora - tion Law”), a public company must be incorporated as a public limited liability company with a board of directors, a chairperson of the board and a general manager – assisted, if need be, by a deputy general manager. Private companies A private company may be: • a private limited company ( société à responsabilité limitée SARL);
• a public limited company ( société anonyme SA) with or without a board of directors; or • a simplified public limited company ( société par actions simplifiée SAS). Implications of the Choice of Company Several implications have to be considered by inves - tors contemplating FDI in Cameroon in relation to the form of company chosen, including capital, manage - ment and the nature of the activity. 4.2 Relationship Between Companies and Minority Investors Relationship Between Companies and Minority Investors The legal relationship between a company and its minority investors is generally regulated by the UAC, and further by the UAC non-contrary provisions of the articles of association of said company. In practice, anti-oppression measures are provided in the articles of association or in a shareholder agree - ment guaranteeing the statutory rights of minority shareholders. Key Principles of Minority Investments in Public Companies Public companies in Cameroon, even though they are subject to an additional legal regulatory framework, notably the 2017 Public Corporation Law, generally adhere to the same principles provided by the UAC. In addition to the provisions of the UAC on minor - ity shareholding, the articles of association of public companies may contain further protection for minority shareholders. Such provisions can also be agreed in a shareholder agreement. Typical Rights for Minority Investors in Private Companies In accordance with the UAC, minority investors are protected against abusive decisions by majority inves - tors that are not justified by the interests of the com - pany. Likewise, the UAC protects majority investors against the abuse of minority investor powers prevent - ing decisions required for the interest of the company without legitimate grounds. Basically, minority inves - tors have the right to vote and the right to be informed.
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