BANKING AND FINANCE LAW IN CAMEROON

A Payment Service Provider (PSP) in Cameroon is a third-party company that allows businesses to accept multiple forms of electronic payment in Cameroon including credit cards, debit cards, and digital wallets through a single integrated platform. By acting as an intermediary between customers, merchants, and banks, PSPs manage the entire payment process, including authorization, security, and the settlement of funds. Well-known examples include Stripe, PayPal, and Square.

The registration of a payment service business in Cameroon necessitates obtaining authorization from the the Ministry of Finance (MINFI) and securing approval from the Banking Commission of Central Africa (COBAC), in accordance with the applicable CEMAC regulations. The entity must be constituted as a Public Limited Company (PLC) with a minimum share capital of 500 million CFA francs, and must demonstrate compliance with detailed technical, security, and anti-money laundering (AML) protocols.

1. Pre-Registration and Corporate Setup

Select Appropriate Structure: Set up a Public Limited Company (PLC) with a duly constituted Board of Directors, in compliance with the provisions of COBAC Regulation R-2019/02.

Deposit Initial Share Capital: Deposit a minimum capital of 500,000,000 Fcfa in an accredited Commercial bank.

Name Reservation: Reserve the business name with the Registry of Commerce and Movable Properties (RCCM).

Establish & Register Company Incorporation Documents: Draft articles of association and register the company.

Engage Tax Registration Process: To obtain a tax payer’s registration document and Tax conformity Attestation from the Cameroon Tax authority.

2. MODALITIES FOR THE APPROVAL TO OPERATE A PAYMENT SERVICE BUSINESS IN CAMEROON

(Licensing & Authorisation Process at MINFI & COBAC)

FOR THE COMPANY

  • A stamped application (Stamp duty: 25,000 FCFA)
  • A form containing general information about the credit institution, conforming to the model defined by COBAC instruction
  • A notarized copy of the credit institution's articles of association
  • A notarized copy of the minutes of the constitutive general meeting
  • The list of shareholders, detailing for each of them, the number of shares held, the par value of paid-up shares, the corresponding percentage of participation, and the equivalent voting rights
  • Shareholder information
  • The notarized declaration of subscription and payment of share capital etc.
  • FOR INDIVIDUAL SHAREHOLDER
  • Letter of commitment addressed to the President of COBAC by the majority shareholder, conforming to the model established by current regulations
  • A tax certificate issued by the tax authority of the country of taxation
  • A curriculum vitae written in French, duly dated and signed
  • A certified true copy of an official identity document (national identity card or passport) currently valid
  • A criminal record extract less than three months old, issued by the competent authorities of the country of nationality and the country of residence
  • A notarized certificate of financial standing. This certificate must be certified by the consular authority if the potential acquirer is of a nationality other than that of a CEMAC country etc.
  • FOR PRIVATE CORPORATE SHAREHOLDER
  • A notarized copy of the company's articles of association
  • The minutes of the entity's deliberative body authorizing the subscription to the share capital of the credit institution being established or the establishment of a subsidiary
  • The list of the company's shareholders and, if applicable, their economic beneficiaries, detailing for each of them, the number of shares held, the par value of the shares, as well as the corresponding percentage of participation and the equivalent voting rights
  • The annual financial statements certified by the auditors, including the balance sheets and income statements for the last three fiscal years
  • The list of holdings in other credit institutions and in any other company headquartered in CEMAC or abroad etc.
  • APPLICATION FROM BANKING GROUP, FINANCIAL HOLDING OR PARENT ENTITY
  • The organizational chart of the group to which the applicant belongs
  • The list of shareholders, and, if applicable, their economic beneficiaries, of the applicant's parent holding company and of each related company
  • The certified consolidated financial statements, including the balance sheets and income statements for the last three fiscal years
  • The list of holdings in the capital of “credit institutions and in any other company headquartered in the territory of a member state or” abroad, by the applicant, by its group or by the financial holding company to which it belongs etc.
  • PUBLIC CORPORATE SHAREHOLDER
  • The act establishing the legal entity
  • The act authorizing the legal entity to acquire stakes in the institution's capital
  • A document by which the public legal entity, when it is the majority shareholder, undertakes to support credit development etc.

PERSONNEL APPROVAL REQUIREMENTS FOR PAYMENT SERVICE BUSINESS IN CAMEROON

  • FOR DIRECTOR
  • If applicable, the minutes of the general meeting appointing the interested party as a member of the board of directors
  • A certified true copy of an official identity document (national identity card or passport) currently valid
  • A curriculum vitae written in French, duly dated and signed
  • A criminal record extract less than three months old, issued by the competent authorities of the country of nationality and the country of residence
  • A sworn declaration of the director's functions and mandates exercised outside the institution concerned, by which the candidate director certifies not to be subject to any of the prohibitions or incompatibilities provided for by current regulations etc.
  • SENIOR EXECUTIVES (MANAGING DIRECTOR OR DEPUTY MANAGING DIRECTOR)
  • A stamped application (Stamp duty: 25,000 FCFA)
  • A curriculum vitae written in French, duly dated and signed
  • Certified true copies of diplomas
  • Certified true copies of employment certificates as well as the list of previously held positions specifying the size, workforce, and nature of activities of the companies concerned
  • A certified true copy of the birth certificate
  • Two identity photographs
  • A certified true copy of an official identity document (national identity card or passport) currently valid
  • A criminal record extract less than three months old, issued by the competent authorities of the applicant's country of nationality and country of residence etc.
  • FOR AUDITORS
  • Individual Auditor
  • Letter of commitment addressed to the President of COBAC by the majority shareholder, conforming to the model established by current regulations
  • A tax certificate issued by the tax authority of the country of taxation
  • A curriculum vitae written in French, duly dated and signed
  • A certified true copy of an official identity document (national identity card or passport) currently valid
  • A criminal record extract less than three months old, issued by the competent authorities of the country of nationality and the country of residence
  • A notarized certificate of financial standing. This certificate must be certified by the consular authority if the potential acquirer is of a nationality other than that of a CEMAC country etc.
  • Corporate Auditor
  • A stamped application
  • A copy of the minutes of the ordinary general meeting of shareholders appointing the interested party as auditor
  • A form containing general information about the company, conforming to the model defined by COBAC instruction
  • An extract from the Trade and Personal Property Credit Register
  • A copy of the articles of association
  • A certified true copy of the approval issued by CEMAC as an accounting firm
  • A certificate of registration with the National Order of Chartered Accountants, for countries with such a body
  • The certified annual financial statements for the last three fiscal years, including the balance sheets and income statements, as well as the details of turnover generated with credit institutions etc.

You must submit a comprehensive application to the Ministry of Finance, which will, in turn, seek a favorable opinion from COBAC. Key components of the application include:

Business Plan: Covering shareholder equity, financial projections, and operational strategy.

Technical Documentation: Description of secure IT systems, payment channels, functional diagrams, and fraud detection mechanisms.

Compliance: Detailed AML and risk management systems.

Personnel: List of directors and their credentials.

3. Regulatory Approvals and Certifications Authority

ANTIC Compliance: If the service involves digital platforms, obtain a compliance certificate from the National Agency for Information and Communication Technologies (ANTIC).

Telecommunications: Authorization from the telecommunications regulatory body (ART) is required if the service uses telephony resources.

Tripartite Agreement: A tripartite agreement between the ministry, service provider, and guarantor bank is often necessary.

Tax: Tax Registration Certificate

Cfce: Attestation of Business Creation