CAMEROON Law and Practice Contributed by: Aurélie Chazai, Paul Ariel Kombou, Vanina Fonga and Dylan Dave Tchouankeu, Chazai Wamba
Exploitation Phase Incentives During the production phase, operators are generally subject to ordinary tax law, but benefit from targeted incentives such as: • deferred payment (over one year) of registration duties on incorporation, extension and capital increase deeds; • accelerated depreciation for certain approved min - ing assets; • extension of the tax-loss carry-forward period from four to five years; • zero-rated VAT on exported mineral products where applicable; and • exemption from stamp and registration duties for company acts until the first commercial production (excluding residential leases). Tax Stabilisation The Mining Code also provides for a tax stabilisa - tion mechanism, usually formalised through a mining agreement. The State guarantees that the tax regime and advantages applicable at the time the mining title is granted remain stable for a defined period, and that new specific tax charges cannot be imposed during that stabilisation period. 4.3 Transfer Tax and Capital Gains on the Sale of Mining Projects From a tax perspective, the transfer or assignment of mining titles or mining projects in Cameroon generally triggers the payment of applicable registration duties and other fixed charges under the mining fiscal regime and the general tax legislation, subject to temporary exemptions that may apply at certain project phases. Capital gains realised on the transfer of a mining pro - ject are not governed by a special mining-specific regime. They would instead fall under the ordinary corporate income tax rules applicable to gains real - ised on the disposal of assets or rights in Cameroon. The Mining Code does not establish a distinct tax framework for indirect transfers occurring through off - shore corporate structures. However, where such an offshore transaction results in: (i) a change of control of a company holding a mining title in Cameroon or (ii) the indirect transfer of an underlying mining right, the
transaction may still be treated as a transfer of a min - ing title for legal and regulatory purposes. In practice, this means that it remains subject to (i) prior approval from the State and (ii) the applicable taxes, duties and statutory obligations in Cameroon, irrespective of where the transaction is legally structured. 5. Mining Investment and Finance 5.1 Attracting Investment for Mining Cameroon’s attractiveness for mining investment is primarily driven by: • a modernised and more predictable legal frame - work, improving clarity, licensing procedures and overall investor confidence; • a structured value-sharing regime with the State, providing visibility on fiscal and royalty obligations; • institutionalised environmental and social require - ments, aligning projects with international respon - sible-mining standards; and • strong public policy direction of the sector, which contributes to stability, governance and long-term planning. These combined features make Cameroon increas - ingly competitive and appealing to mining investors. 5.2 Foreign Investment Restrictions and Approvals in the Exploration and Mining Sectors Cameroon does not operate a specific foreign invest - ment approval regime other than that provided for by the CEMAC foreign exchange regulation. That said, the mining sector is subject to particular structural requirements applicable to foreign investors. In practice, foreign individuals and foreign legal enti - ties are not permitted to hold mining titles directly unless they operate through a company incorporated under Cameroonian law. As a result, foreign investors may engage only in artisanal mining activities or hold reconnaissance, exploration, small-scale mining, or industrial mining permits through a locally incorpo - rated entity.
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