Open ended Investment Companies in Cameroon abbreviated as (SICAV) are joint stock companies, with a board of directors, with sole purpose to manage a portfolio of transferable securities and deposits.
The head office and central administration of the company (SICAV) must be located in Cameroon.
SICAVs shall be governed by the laws and regulations applicable to joint stock companies and public calls for capital, subject to the waivers provided for by the Law No. 2016/010 of 12 July 2016.
The information and specifications contained in the draft articles of association of a SICAV are those provided for in the "OHADA" Uniform Act relating to Commercial Companies and Economic Interest Groups and those defined by the Financial Market Commission.
The minister in charge of finance shall fix the minimum amount of the initial capital of a SICAV by order, upon the recommendation of the Financial Market Commission.
The capital amount shall at all times be equal to the value of the net assets of the company, less the distributable amounts specified in Section 55 the law.
The registered capital may be revised upward through the issue by the company of new shares or downward through the redemption by the company of shares sold by shareholders who so request.
Without prejudice to the provisions of Section 10 of the law, the company shall issue and redeem SICAV shares, as the case may be, at the request of subscribers or shareholders, at the net asset value plus or less expenses and fees, where applicable.
The articles of association shall fix the minimum level of registered capital below which a SICAV may not redeem its shares. The amount may not be less than that fixed by a regulation of the Financial Market Commission.
Where the registered capital is less than the minimum amount fixed in the articles of association for a period of 30 (thirty) days, the Board of Directors shall convene an extraordinary general assembly of shareholders to dissolve the SICAV or undertake one of the actions provided for in Section 16 of same law.
Changes in the registered capital due to redemption and issuance of SICAV shares shall not require amendment of the articles of association or disclosure before the Extraordinary General Assembly or any special publicity.
SICAVs may receive only transferable securities and other real estate debt securities, as contribution in kind.
The buildings needed specifically for operating SICAVs may be accepted as contributions in kind.
Contributions in kind shall be evaluated for a value fixed by, and under the responsibility of, a shares auditor designated in accordance with the provisions of the Uniform Act relating to Commercial Companies and Economic Interest Groups. The evaluation report must be communicated to the Financial Market Commission.
Shares representing contributions in kind, other than buildings, shall be immediately tradable.
In accordance with the Uniform Act which provides for a special regime for some commercial companies, the following provisions shall apply to Open Ended Investment Companies in Cameroon SICAVs:
1. Shares shall be fully paid up upon subscription;
2. Contributions in kind shall be evaluated by a shares auditor, and certified by the statutory auditor who shall submit them to the General Assembly and the Financial Market Commission for approval;
3. The articles of association shall contain the evaluation of contributions in kind. The evaluation report of the said contributions shall be appended to the articles of association;
4. The Ordinary General Assembly Meeting may deliberate validly without the need for a quorum; the same shall apply to an Extraordinary General Assembly Meeting, convened for the second time;
5. No natural person may serve more than 5 (five) consecutive terms as General Manager of a SICAV whose head office is located in Cameroon.
The tenure of the General Manager of a SICAV shall not be taken into account in the concurrent functions rules provided for by the laws and regulations in force;
6. The terms of office of a permanent representative of a corporate body on the Board of Directors shall not be taken into account in the application of the laws and regulations in force;
7. The Board of Directors shall appoint an Auditor for a three-year term from the list of auditors approved by the Financial Market Commission. In the absence of such list, the Board of Directors shall appoint the Auditor upon approval by the Financial Market Commission;
8. Distributable profits must be paid out within one (1) month of the holding of the general meeting that approved the annual accounts;
9. The Extraordinary General Assembly Meeting which adopts a resolution relating to transformation, merger or separation shall authorize the Board of Directors to evaluate the assets and set the exchange ratio on a date it shall fix. Such transactions shall be conducted under the control of the Auditor without any need to appoint a merger auditor;
10. In the event of capital increase, shareholders shall not enjoy preferential subscription right over new shares;
11. The Annual General Meeting must be held within no more than 4 (four) months of the close of the financial year.
Management of an Open-Ended Investment Company in Cameroon
A SICAV may self-manage its assets or delegate the management of its portfolio to a management company meeting the conditions set out in the law.
The initial capital of a SICAV whose management is delegated may not be less than the amount fixed by the Financial Market Commission.
The head office of the management company of a SICAV must be located in Cameroon.
The liability of a SICAV whether wholly or partially managed by a company shall remain unchanged.
Depositary
The assets of a SICAV shall be kept by a depositary meeting the conditions set out in Section 36 of the law.
The depositary shall be designated in the articles of association of the SICAV and its head office and central administration must be located in Cameroon.
Decision of the Board of Directors in an Open-Ended Company in Cameroon
The Board of Directors may temporarily suspend the repurchase by the SICAV of its own shares and the issuance of new shares due to exceptional circumstances and where the interests of shareholders or of the public so warrant, under the conditions laid down by the articles of association of the company.
Under the same circumstances, where the sale of some assets happens to be against the interest of shareholders, the said assets may be transferred to a new SICAV.
In accordance with the OHADA Uniform Act relating to Commercial Companies and Economic Interest Groups, the separation of a SICAV shall be decided by the Extraordinary General Assembly Meeting of its shareholders.
In accordance with the waivers to the provisions of the OHADA Uniform Act relating to Commercial Companies and Economic Interest Groups, the General Assembly Meeting may validly deliberate when convened for the first time without the need for a quorum.
Such separation shall not be subject to approval by the Financial Market Commission, but must be declared to it without delay.
Each shareholder shall receive a number of shares of the new SICAV equal to the number of shares he held in the former one. The SICAV established may not issue new shares. Its shares shall be amortized as its assets are transferred, under the terms and conditions defined by a regulation of the Financial Market Commission.
A regulation of the Financial Market Commission shall specify the other cases and conditions where the articles of association of the SICAV stipulate, where appropriate, that the issuance of shares shall be temporarily or permanently suspended.
Acquisition, Mergers & Scissions of an Open – Ended Investment Company in Cameroon
A SICAV may acquire another that is even under liquidation, or negotiate with another to establish a new SICAV, through a merger.
SICAVS may undertake mergers or scissions only with or for other SICAVs.
A SICAV may contribute its assets to other SICAVs through a merger or scission or through the partial contribution of assets.
The transactions shall be subject to prior approval by the Financial Market Commission.