The organization of company meetings in Cameroon is regulated by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups, which prescribes specific procedural requirements to ensure the legal validity of all decisions taken. Among the mandatory requirements are the convening of annual meetings for the approval of financial statements, strict adherence to prescribed notice periods, the satisfaction of quorum requirements, and the maintenance of accurate and comprehensive records.
Mandatory Types of Company Meetings in Cameroon
Annual General Meeting (AGM): Each year, within a period of six months following the close of the fiscal year, an annual general meeting shall be held during which the management report, the inventory and the summary financial statements drawn up by the managers shall be submitted to the meeting of members for approval. All companies must hold an annual meeting within six months following the end of the fiscal year to approve financial statements and allocate income.
Organizational Meeting (Under Formation): For companies under formation, a special meeting must be held to pass resolutions on acts and undertakings made on behalf of the company.
Board Meetings: Public companies (SA) are required to hold board meetings to adopt budgets and activity reports.
Constituent General Meeting: The constituent general meeting shall be convened by the founders after the notarial statement of subscription and payment of funds has been drawn up.
Shareholders Meeting: The meeting of shareholders shall be convened by the board of directors or by the Managing Director, as the case may be. Failing this, it may be convened by an Auditor, an Agent appointed by the President of the Court and the Liquidator.
Bondholders Meeting: The general meeting of bondholders of the same group may hold at any time.
Special Meeting: The special meeting shall bring together holders of shares of a given category.
Mandatory Types of Business Meetings
- AGM Private Company
- AGM Sleeping Partnership
- AGM Limited Liability Partnership
- AGM General Partnership
Each year, within a period of six months following the close of the fiscal year, an annual general meeting shall be held during which the management report, the inventory and the summary financial statements drawn up by the managers shall be submitted to the meeting of members for approval.
Rights & Conditions to Convene Meetings
- Private Limited Company in Cameroon
- Right to Convene Meetings: Members shall be convened to meetings by the manager or, failing this, by the auditor where there is one. One or more members holding half of the company’s shares, or one-quarter of the company’s shares, where they represent at least one-quarter of the members, may request the convening of a meeting. Furthermore, any member may apply to the court for the designation of an authorized agent responsible for convening a meeting and drawing up its agenda.
- Conditions to Convene Meetings: Members shall be convened at least fifteen days before the general meeting by hand-delivered letter against a receipt or by registered letter with a request for acknowledgement of receipt.
- Public Limited Company
- Shareholders Meeting
- Right to Convene: The meeting of shareholders shall be convened by the board of directors or by the Managing Director, as the case may be.
- Condition to Convene Meeting: The Articles of Association of the company shall lay down the rules of convening meetings of shareholders.
- Ordinary General Meeting
- Right to Convene: The ordinary general meeting of shareholders shall hold at least once a year within a period of six months following the close of the fiscal year, subject to the extension of this deadline by a court decision.
- Condition to Convene Meeting: The proceedings of the ordinary general meeting shall be valid on the first invitation only where the shareholders present or represented hold at least one quarter of the company’s shares with voting rights.
- Extraordinary General Meeting
- Right to Convene: Convened by shareholders in view to amend provisions in the company Articles of Association.
- Condition to Convene Meeting: The proceedings of an extraordinary general meeting shall be valid only where the shareholders present or represented hold at least half of the company’s shares, on the first invitation and one quarter of the shares, on the second invitation.
- Special Meeting
- Right to Convene: The special meeting shall be convened by holders of shares of a given category.
- Condition to Convene Meeting: The proceedings of a special meeting shall be valid only where the shareholders present or represented hold at least half of the company’s shares, on the first invitation, and one quarter of the shares, on the second invitation.
- General Meeting of Bondholders
- Right to Convene: The general meeting shall be convened by the representatives of the group of bondholders or, where necessary, by the board of directors or the managing director, as the case may be, or by the liquidator during liquidation.
- Condition to Convene Meeting: The general meeting may also be convened at the request of bondholders representing at least one-thirtieth of bonds of the company by the group representatives or by a receiver designated by the president of the competent court.
2. Procedural and Legal Requirements
Proper Convening Authority: Meetings must be convened by the duly authorized person or body, ordinarily the Manager or the Board of Directors, in accordance with the company's constitutional documents and applicable law.
Notice of Meeting: All shareholders and members must be formally notified of the meeting in advance. The applicable notice period is generally stipulated in the Articles of Association, which commonly prescribes a period of 21 days for general meetings.
Agenda Requirement: The agenda must be communicated to all relevant parties in advance of the meeting, setting out in clear terms the specific matters to be deliberated upon and transacted. Any decisions purportedly taken in respect of matters not included on the agenda are, as a general rule, rendered null and void.
Quorum: A minimum number of members must be present to make the meeting valid. For private limited companies (SARL), the Articles of Association define this, but generally, a quorum is required.
Participation: Shareholders have a right to attend general meetings, either in person or by proxy.
3. Documentation Requirements
Minutes of the Meeting: Minutes recording all resolutions passed must be taken and signed, ordinarily by the manager or chairman.
Attendance Sheet: An attendance sheet, signed by all attendees, must be certified by the chair.
Financial Reports: For the AGM, the management report and audited financial statements must be available for approval.
4. Post-Meeting Compliance
Filing Records: Companies are legally obligated to file their annual financial statements and tax declarations with the competent authorities, including the Tax Office and the Trade and Personal Property Credit Register (RCCM).
Updating Company Records: Meeting-authorized changes to company structure or leadership must be promptly reflected in the Trade Register (RCCM).
Special Notes for Cameroon
Company Types: SARLs and SAs operate under different requirements, with SAs subject to more stringent audit and meeting protocols by virtue of their public status.
Small Company Exemptions: Certain statutory formalities may be completed without a notary for companies with a share capital below 1,000,000 XAF.