Capital markets law in Cameroon governs the issuance, acquisition, and disposal of securities including stocks and bonds with the overarching objective of ensuring the fairness, transparency, and efficiency of financial markets. It serves to protect investors from fraudulent conduct, regulate market intermediaries, and impose mandatory disclosure obligations on public companies, thereby fostering economic development through the promotion of secure and well-regulated investment.
Capital markets in Cameroon operate within a harmonized CEMAC regional regulatory framework, overseen by the Central African Financial Market Supervisory Commission (COSUMAF). The key legal instruments governing this framework include the 2016 Law on Collective Investment Schemes, the 2002 Investment Charter, and applicable OHADA company laws, which together regulate the listing and trading of securities on the Bourse des Valeurs Mobilières de l'Afrique Centrale (BVMAC).
Legal and Regulatory Framework of the Cameroon Capital Market
- Regional Regulator (COSUMAF): Headquartered in Gabon, COSUMAF exercises supervisory authority over the securities markets of the CEMAC member states comprising Cameroon, Chad, Equatorial Guinea, Gabon, the Central African Republic, and the Republic of Congo with the principal objectives of ensuring investor protection and maintaining the integrity of the regional market.
- Regional Stock Exchange (BVMAC): The designated unified platform for the trading of equities and debt securities within the Central African Economic and Monetary Community (CEMAC) zone.
- OHADA: The Organisation pour l'Harmonisation en Afrique du Droit des Affaires (OHADA) furnishes the foundational corporate legal framework — by way of its Uniform Act on Commercial Companies and Economic Interest Groups — for entities seeking to list their securities on the market.
- National Investment Law: The 2002 Investment Charter guarantees the freedom of investment, equitable treatment, and the right to repatriate capital for both foreign and domestic investors operating within the jurisdiction.
Key Aspects of Capital Markets Law in Cameroon
Regulatory Framework: Laws govern the behavior of market participants, including stock exchanges, investment firms, and brokers in Cameroon
Legal Instruments: The principal regulatory instruments applicable in this context include the CEMAC Capital Market Regulations, the BVMAC Listing Rules, and the relevant national investment codes of the member states concerned.
Issuance & Disclosure: When seeking to raise funds from the Cameroon public, companies are legally obligated to furnish prospective investors with detailed, accurate, and timely information by way of a prospectus, so as to enable informed and considered investment decision-making.
Investor Protection: Prohibits illegal practices like insider trading, market manipulation, and fraud. This is expressly stipulated in the Cameroon penal code.
Trading Regulations: Governs the operation of exchanges, clearing, and settlement to ensure secure transactions for Cameroonians.
Transaction Types: Covers Initial Public Offerings (IPOs), follow-on offerings, and debt restructurings for clients and companies in Cameroon.
Foreign Investment: Foreign investors are welcome to participate in the market, provided they comply with the foreign exchange controls administered by the Bank of Central African States (BEAC), while also benefiting from the freedom to repatriate their capital.
Investment Regulations: The new 2026 framework introduces stricter annual reporting requirements for approved companies, mandating the submission of reports to the Investment Promotion Agency (IPA) by 31 March of each year.
Primary Legal Requirements for Participants in the Cameroon Capital Market
- Listing Requirements: Companies must comply with BVMAC listing rules and obtain COSUMAF approval (visa) for any public offering of securities in Cameroon and CEMAC.
- Prospectus Requirement: A detailed prospectus must be prepared and approved for Initial Public Offerings (IPOs) to ensure transparency in conformity with the OHADA Law.
- Anti-Money Laundering (AML): Stringent Know Your Customer (KYC) requirements are imposed upon market participants to prevent and deter illegal activity within the capital markets.
- Collective Investment Schemes: Investment funds and collective investment vehicles in Cameroon are regulated by Law No. 2016/010 of 12 July 2016.
- Taxation: Capital market transactions are subject to the applicable provisions of Cameroonian tax legislation, including, in particular, taxes levied on interest income and capital gains.
Legal Practice Areas for Kima and Partners Firm
- IPO Execution: Preparing documentation and ensuring compliance for companies listing on exchanges in Cameroon.
- Regulatory Advisory: Advising firms on compliance with evolving legislation in Cameroon.
- Cross-Border Transactions: Managing legal complexities when issuing securities in multiple jurisdictions.