The Management of a Public Limited Company in Cameroon
Keywords:
OHADA, Cameroon, Commercial companies, Corporate Management, business operators and Public Limited CompanyAbstract
There is a great concern of how companies are managed in Cameroon. Even though laws have been adopted to regulate the management of companies in Cameroon, business operators in the anglophone regions of Cameroon lack sufficient mastery of
the essential rules governing corporate management resulting in poor governance and business failure. It is in this perspective that the article provides clarification of the laws governing corporate management in Cameroon and the statutory duties of those
in charge of the administration of a public limited company (PLC) with the aim to clear the discrepancies between the duties of a managing director/board of directors and an insolvency practitioner. Through the doctrinal, comparative and exploratory research designs, the article clarifies the laws governing corporate management as well as the statutory duties of a managing director and insolvency practitioner and the dividing lines between them. The overall aim of this article is to greatly improve understanding of the rules in relation to corporate management and the statutory duties of those in charge of the administration of a PLC. If the rules are understood and followed, business operators shall be able to build investors’ confidence and escape insolvency. This article is valuable because it offers information not found in the English-language literature.
References
1. Art. 1 (3) of the constitution of the republic of Cameroon (Law No. 96/06 of 18 January 1996) states that “The official languages are French and English, both having the same status.”
2. 30th January 2014 (otherwise called the companies act).
3. Neneng law office. How do company law in Cameroon regulates corporate governance, protecting investors. 2024. Available at: https://www.nenenglawoffice.com; accessed 12 January 2026.
4. Neneng law office. How do company law in Cameroon regulates corporate governance, protecting investors. 2024. Available at: https://www.nenenglawoffice.com; accessed 12 January 2026.
5. Art. 1 of the amended treaty on the harmonisation of business law in Africa (revised OHADA treaty) 17th October 2008.
6. This refers primarily to the north and south west regions of Cameroon.
7. They include Benin, Burkina Faso, Côte d’Ivoire, Cameroon, Central African Republic, Congo, Chad, Equatorial Guinea, Gabon, and Federal Republic of the Comoros, Guinea Bissau, Mali, Niger and Senegal. See (http://www.businessdictinary.com/definition/Franc-zone-ZF.html; accessed 4 October 2024).
8. Tumnde M. OHADA has experienced in Cameroon: Addressing areas of particular concerns to common law jurists in Dickerson (2009) 70.
9. Daho M. Quelques éléments de réflexions sur la diffusion du droit uniforme de l’OHADA dans un contexte de multilinguisme et dans une perspective bi-juridique 5 (hereinafter referred to as Daho).
10. Art. 10 OHADA treaty.
11. Koné M. Le nouveau droit commerciale des pays de la zone OHADA: Comparaison avec le droit Français. Libraire General et du Jurisprudence, Paris; 2003 (5) (translated as the new business law for OHADA member states: comparison with French law).
12. Art. 2. The UAs includes: UA on general commercial law; UA on commercial companies and economic interest groups; UA organizing collective proceedings for the writing off of debts; UA on accounting; UA on securities; UA on contracts for the carriage of goods by road; UA on simplified recovery procedures and enforcement measures; UA on arbitration; and UA on co-operatives. The 10th UA on contract law is under way. Fontaine M. OHADA uniform act on contract law: explanatory notes to the preliminary draft. Available at: http://www.unidroit.org/ english/legalcooperation/OHADA%20explanatory%20note-e.pdf; accessed 24 November 2024.
13. See Arts. 1–920.
14. Art. 4 companies act is a blueprint of Art. 1832 of the French civil code 1985.
15. Leno ND. The development of a commercial law structure in the SADC with specific reference to OHADA (LLD-thesis, University of Pretoria; 2014) 69p.
16. Art. 28 companies act.
17. Leno ND. The development of a commercial law structure in the SADC with specific reference to OHADA (LLD-thesis, University of Pretoria; 2014) 69p.
18. Garner. Black’s law dictionary (1999) 1142.
19. Leno ND. The development of a commercial law structure in the SADC with specific reference to OHADA (LLD-thesis, University of Pretoria; 2014) 70p.
20. Art. 429–431 companies act.
21. Ibid., Art. 5 of the companies act, which provides that “la société commerciale peut être également créée dans les cas prévus par le présent acte uniforme par une seule personne, dénommée associée unique, par un acte écrit”.
22. Ibid., Art. 494 companies act.
23. Ibid., Art. 414.
24. Ibid., Art. 4. Oumar N. Legal framework of directors’ duties in OHADA law-Senegal. IJBEMW. 2017;11:3p.
25. Ibid., Art. 122.
26. Art. 385 companies act.
27. Ibid., Art. 414.
28. Anoukaha F, Nah T, Tabe-Tabe S. The law governing commercial companies in the OHADA zone. Juriscope. 2010;13–14pp.
29. Arts. 429–431 companies act.
30. Art. 1 of the new uniform act organizing collective proceedings for wiping off debts, 10th September 2015 (otherwise called the “OHADA insolvency act”).
31. 10 September 2015 (otherwise called the “OHADA insolvency act”).
32. Leno ND. Bankruptcy and debt recovery procedures in Cameroon. LexisNexis. 2024;5p. Wessels B. Insolvency in the Middle East and Africa. QJII. 2010;4:14p.
33. Ibid., Art. 421 makes provision for the appointment of a legal entity as director, which must in turn appoint a permanent representative to act on his behalf.
34. Ibid., Arts. 121–122.
35. Ibid., Arts. 4, 277 and 328.
36. Ibid., Art. 130.
37. Ibid., Art. 131. There is abuse by the minority shareholders when in the exercise of vote, opposed the adoption of decisions that are beneficial to the corporation; Art. 131 companies act.
38. Ibid., Arts. 4, 277 and 328.
39. Leno ND. The development of a commercial law structure in the SADC with specific reference to OHADA (LLD-thesis, University of Pretoria, 2014) 139p.
40. Anoukaha F, Fushi NT, Tabe-Tabe S. The law governing commercial companies in the OHADA zone: A comparative study with Ghanaian and Nigerian laws. Juriscope. 2010;1–105pp.
41. Arts. 130 and 131 companies act. There is abuse of power when: The majority of shareholders vote in favour of a decision which serves solely their interests, goes contrary to the interests of the minority shareholders, and cannot be justified in terms of the company’s interest.
42. Ibid., Arts. 735–737.
43. As regards the general conditions, the shareholders must ensure they have the capacity to contract and to contribute to the running of the company and register the company according to Art. 98 of the companies act at the TPPCR.
44. Baiye EG, Fergas E. The liquidation of companies under OHADA uniform act on commercial companies and economic interest groups: A legal appraisal of the case of Cameroon. CGIBL. 2022;5p.
45. Arts. 725–727.
46. Arts. 710–716. Zachee PT. Fiduciary duties of corporate director: A comparative study of the US corporate law and OHADA. Available at: http://www.law.umich.edu; accessed 12 April 2025.
47. Ibid., Art. 891.
48. Zachee PT. Fiduciary duties of corporate director: A comparative study of the US corporate law and OHADA. Available at: http://www.law.umich.edu; accessed 12 April 2025.
49. Ibid.
50. Ibid., Art. 439.
51. Ibid., Art. 440.
52. Zachee PT. Fiduciary duties of corporate director: A comparative study of the US corporate law and OHADA. Available at: http://www.law.umich.edu; accessed 12 April 2025.
53. Arts. 19–50 UA on general commercial law, 1999.
54. Ibid., Art. 46.
55. Ibid., Art. 50.
56. Ibid., Arts. 901–903.
57. Ibid., 895.
58. Armour J. The law and economics of corporate insolvency: a review. ESRC Centre for Business Research, University of Cambridge working paper No. 197; 2001:3p. See Adler BE. Financial and political theories of American corporate bankruptcy. SLR. 1993;(45):311p.
59. Arts. 1 (3) and 25 OIA.
60. Ibid., Art. 1 (3).
61. Ibid., Art. 4 (1) provides “No one shall be appointed expert in preventive settlement cases or trustee in reorganization or asset liquidation proceedings unless he is registered on the national list of judicial administrators”.
62. Ibid., Art. 4 (2).
63. Mfoundi high court, judgment No.158 of 23rd January 2002.
64. See World Bank. Cameroon – resolving insolvency: Recovery rate (cents on the dollar). 2021. Available at: https://tradingeconomics.com; accessed 9 October 2021.
65. Leno ND. The resolution of insolvency in Cameroon: problems and proposals for reform in Kashyap A, ed. Corporate insolvency law and bankruptcy reforms in the global economy. USA; 2018:183.
66. UNCITRAL legislative guide 2004 (the “practice guide”) paras 39 at 175–180 (hereinafter referred to as the legislative guide) and the UNCITRAL model law on cross-border insolvency 1997 (hereinafter referred to as the model law).
67. Kwati E. The treatment of the creditor in insolvency proceedings under OHADA. Juris Pérodique. 2014;99:92p.
68. Idem., Art. 70.
69. The suspect period is the period prior to the opening of bankruptcy proceedings. It starts from the date of insolvency and subsists until the closing of bankruptcy proceedings; Art. 67.
70. Jasnica A. Applicable law for avoidance actions in cross-border insolvency. Virtual colloquium on applicable law in insolvency proceedings; 11 December 2020.
71. Court of appeal of Abidjan judgment No.452 of 27 April 2007: Axa-Iard v Alain Guillemain Jean-Luc Henri Ruelle.
72. Ibid, Art. 4 (4).
73. Art. 4 (7) OIA.
74. Ibid., Arts. 72 to 77.
75. Ibid., Arts. 72, 73 and 77.
76. Art. 10 of the OHADA treaty, 2008.
77. See para 1 above.
78. See paras 3.1 above.
79. See paras 3.2 above.
80. Art. 20 insolvency act.
