BANKING AND FINANCE LAW IN CAMEROON

Credit information bureaus (CIBs) are new players in the CEMAC banking system, alongside credit institutions, microfinance institutions, and payment institutions. Their regulatory framework stems from Regulation 03/2018 CEMAC/UMAC of December 21, 2018, concerning the conditions for the operation, control, and supervision of the activities of credit information bureaus in the CEMAC region, supplemented by approximately fifteen instructions from the Governor of the BEAC signed in February 2020.

The registration of a credit information office commonly known as a credit bureau in Cameroon necessitates prior authorization from the Ministry of Finance and the approval of the COBAC (Central African Banking Commission). The registration process entails the submission of a comprehensive application to the competent monetary authority, encompassing the Articles of Association, a detailed business plan, and shareholder information, and is ordinarily managed through the regional delegation of the Ministry of Finance.

Key Steps for Registration:

Establish Legal Entity: Register a legal entity under Cameroonian law (often a limited liability company, SARL) through the Business Creation Formality Centres (CFCE).

Prepare Documentation:

Stamped application (25,000 FCFA) and a formal application letter.

Notarized articles of association and minutes of the constitutive general meeting.

List of shareholders, identifying key managers and auditors.

A comprehensive business plan and technical proposal.

Submit to Authorities: Submit the application file to the Minister in charge of currency and credit (Ministry of Finance), who then transmits it to COBAC for authorization.

Capital Requirement: Provide proof of minimum capital deposit, as determined by BEAC regulations which is 500,000,000 Fcfa.

MODALITIES FOR THE APPROVAL TO OPERATE A CREDIT INFORMATION BUREAU IN CAMEROON

  • Applicant Entity

The documents and information relating to the applicant entity include, in particular:

- A general information sheet on the applicant establishment, conforming to the model in the law;

- Receipts for tax registration and registration with the national trade and companies register;

- A copy of the articles of association, internal regulations, charter of good governance, or code of ethics to which the directors, officers, and staff of the company will be subject;

- The report of the auditor of contributions in kind for any contribution in kind;

- The bank statement for the account that received the paid-up capital, etc.

B. Individual Shareholder

The documents and information relating to the individual shareholder include, in particular:

- A certified copy of a valid official identity document (national identity card or passport);

- A dated and signed curriculum vitae in French;

- A sworn statement by which the shareholder indicates the origin of the funds to be invested and attests that these funds do not originate from illegal activities;

- A shareholders' agreement(s), if applicable, etc.

  • Natural Person Individual Shareholder

Documents and information for natural persons

- A certified copy of a valid official identity document;

- A curriculum vitae written in French, dated and signed;

- A criminal record extract dated less than 3 months prior or an equivalent document;

- A sworn statement by the shareholder indicating the origin of the funds to be invested and attesting that these funds do not originate from illegal activities;

2. Legal Person Shareholder of Private Law

Documents and information for legal persons of private law

- The company name and registered office address;

- A copy of the minutes of the meeting of the entity's governing body authorizing the subscription to the share capital of the newly created Credit Information Office or the establishment of a subsidiary;

- A list of the company's shareholders and, where applicable, their beneficial owners, detailing, for each of them, the number of shares held, the par value of the shares, the corresponding percentage ownership, and the equivalent voting rights;

- A sworn statement from its legal representative indicating the origin of the funds to be invested and attesting that these funds do not originate from illegal activities, etc.

- One of the shareholders' agreements, if applicable, etc.

C. Business Entity of a Group of Companies

The application for approval submitted by a business entity belonging to a group of companies must also include:

- A description of the group with a list of its principal companies;

- The organizational chart of the group to which the applicant belongs and the capital links;

- A list of the group's shareholders and, where applicable, their beneficial owners;

- The consolidated financial statements of the group;

- The procedures for controlling the group's entities by the parent company, etc.

D. Public legal Entity Shareholder

The documents and information relating to the public legal entity shareholder include, in particular:

- The instrument of incorporation of the legal entity;

- The instrument authorizing the legal entity to acquire shares in the capital of the institution;

- A document by which the public legal entity, when it is the majority shareholder, undertakes to support the development of the Credit Information Office.

E. Individual Director or Representative

The documents and information relating to each individual director or the representative of a corporate director include, in particular:

- Where applicable, the minutes of the general meeting appointing the individual as a member of the board of directors;

- A certified copy of a valid official identity document;

- A curriculum vitae written in French, duly dated and signed;

- A criminal record extract dated less than three months prior, issued by the competent authorities of the country of their nationality and country of residence, etc.

F. Prospective Manager

The documents and information relating to each of the prospective managers include, in particular:

- A letter of commitment addressed to the Governor of the BEAC, conforming to the model in the law;

- A certified copy of a valid identity document;

- A dated and signed curriculum vitae;

- Certified copies of diplomas, etc.

G. Further Elements for Approval of the Bureau

The application for approval as a Credit Information Office must also include:

- Documents and information identifying the statutory auditor(s) and external auditor(s);

- The minutes of the general meeting that appointed them.

Regional Context:The BEAC and COBAC are currently strengthening regional credit information systems, making this process highly centralized within the CEMAC region framework.

Key Institutions:

Ministry of Finance (MINFI)

COBAC

CFCE (for initial company registration)