Business, Professional, Civil and Social Organisations in Cameroon
I – Introduction
Every successful organisation begins as a brilliant project or business idea – but this is only the beginning and not the end. The entrepreneur, businessperson or investor who knows what s/he wants and why s/he wants what s/he wants has travelled half the journey. Knowing how to go about what you want is even more critical. Selecting the most suitable vehicle or structure to implement your business idea or project is arguably as important as your business idea or project, whether it is for profit or not for profit.
There are several different organisational vehicles available under the law of various African states to implement an idea or project. The chosen structure depends essentially on the type of project or business idea one is dealing with. Where the project is a lucrative one, its promoter(s) should look to business law which is essentially the province of OHADA business law, for individuals who are resident in one of the seventeen (17) member states of the Organisation for the Harmonisation of Business Law in Africa (OHADA).
Under OHADA business law and other domestic legislations, for example, there are several different vehicles, including: entrepreneurs, traders, establishments, general partnerships, sleeping partnerships, professional partnerships, multidisciplinary professional partnerships, joint ventures, branches of companies, bureaus of representation, unregistered de facto private companies, private limited companies, public limited companies, simplified public limited companies, economic interest groups, lease management, cooperative societies, etc. There are other structures outside of the OHADA legal framework such as real estate civil companies, state-owned enterprises, trusts, solidarity “djangi” funds, credit unions, common initiative groups, artisans, artisanal enterprise, franchises, etc.
The other category of entities distinct from those named above which are essentially non-profit entities include: trade unions, associations (artistic and cultural associations, socio-cultural associations, economic associations, sports associations, de facto associations, and religious associations), NGOs, corporate foundations, private foundations, public interest groups, and political parties. In this short article we briefly look at the legal regime of these entities and the projects and ideas for which they are most suitable.
Below we take a cursory look at these different structures and the projects or business ideas to which they are most suitable. For further and more detailed information on these different structures, please kindly contact our law firm through the contact details found on our Contact Us page.
II – Business Organisations
1 – Entrepreneurs
The entrepreneur is a form of individual enterprise defined by OHADA Business law as a natural person who engages in a professional, civil, commercial, artisanal or agricultural activity. The entrepreneur’s status is determined by his cashflow which should not exceed the thresholds provided by the OHADA Uniform Act on accounting law. This threshold is determined by the domestic laws of each OHADA member state. The threshold according to the Cameroon General Tax Code (2020), for example, is an annual revenue which is less than thirty million francs CFA.
The entrepreneur loses his status as entrepreneur where his turnover exceeds the threshold fixed by domestic law. While the entrepreneur is not obliged to register his activity with the Commercial Registry, he is obliged to declare his activities and to comply with tax laws and social security regulations.
2 – Traders
According to the OHADA Uniform Act on General Commercial Law, traders are businesspersons whose usual occupation is to carry out commercial transactions or activities including a wide range of activities such as manufacturing, transportation, telecommunications, electronic commerce, trade in movable and immovable property, banking, stock market trading, currency exchange, brokerage, insurance, transit transactions, industrial activities, mining activities, rental of movable and immovable property, transactions carried out by commercial companies, transactions by middlemen (commission agents, brokers, commercial agents), shareholding, issuing bills of exchange, promissory notes, warrants, etc.
The quintessence of this definition is that physical as well as juristic persons may be traders. This form is suitable to independent contractors, small individual businesses, etc. The law, however, requires traders to comply with certain formalities such as registration with the Commercial Registry and obtaining a taxpayer’s registration number which obliges the trader to comply with certain accounting requirements, etc.
Registration with the Commercial Registry requires submission of documentation which avails the trader’s particulars (name, residence, date of birth, nationality, business name, activities, marital status, where applicable, address or principal place of business, etc.) to the commercial registry.
3 – Establishments
An establishment has at least two meanings. Firstly, it is an old institution which pre-existed the OHADA Business Law framework which came into force in 1993. The establishment is not an independent structure per se as it depends on a physical or juristic person, as a branch of company depends on a public or private limited company for its existence. The establishment, in practice, corresponds to a small individual commercial unit akin to the sole proprietorship under English Common-law where there is no distinction between the owner and the business entity.
The establishment, however, has a broader meaning and may refer, for example, to a shopping mall, an outlet, a restaurant, a fashion shop, a barber’s shop, a campus, a factory, a gas station, a warehouse or a boutique. These are establishments which are set up either by one or more businesses to carry out all or part of their industrial or commercial activities. They are some sort of members of the same entity.
Depending on the industry in which they operate, different establishments may need to comply with certain specific bodies of laws and regulations. An industrial facility or factory may need to comply with environmental and safety regulations. Restaurants have to comply with tourism, hygiene, health and food safety laws and regulations. The establishment is subject to certain registration formalities.
4 – Partnerships
Partnerships include general partnerships, sleeping partnerships, professional partnerships, multidisciplinary professional partnerships, etc. These different partnership forms are regulated either by the OHADA Uniform Act on Commercial Companies or domestic civil laws, especially laws regulating professional associations, such as lawyers’ associations, accounting bodies, tax consultants, etc.
Under the OHADA business law, we have the general partnership and the sleeping partnership. All partners in the general partnership are jointly and severally liable for the debts of the partnership, while there are two categories of partners in the sleeping partnership, one or more sleeping partners who are not liable for the debts of the partnership and active partners who are liable for the debts of the partnership.
Partners are bound by a mandatory written partnership agreement which lays down the organisation and management of the partnership. Each partner must be registered with the Commercial Registry as a trader.
5 – Joint ventures
The joint venture or collaborative agreement is a vehicle in which two or more businesses or persons pool resources together to attain specific business objectives. The joint venture is not a legal person. The partners in the joint venture maintain their distinct legal personalities and are not obliged by law to register the joint venture or to publicize it (in a journal empowered to publish legal notices).
Although the joint venture does not have legal personality, it is operated as a company under the OHADA business law. The rules applicable to the relationship between the partners of a joint venture are those applicable to general partnerships and the terms of the joint venture agreement entered by the partners.
This vehicle is interesting for businesses which have expertise or know-how in different compatible business domains, for example, a bank may enter into a joint venture agreement with a mobile telecommunication company to operate mobile money services. The bank has financial expertise while the telecommunication company possesses the technological know-how.
A joint venture is not to be confused with a merger or acquisition which is defined by the OHADA Uniform Act on Commercial Companies as the operation whereby two or more commercial companies come together to form a single company either by way of the creation of a new company or by the absorption of one or more companies by one of the companies involved. The merger operation results in the transfer to the acquiring or newly formed company of all the assets of the acquired company which ceases to exist.
6 – groups of companies or consortium
Groups of companies are not to be confused with joint ventures. A group of companies is a consortium or group formed by companies who are bound to one another by diverse relations which results to one of the companies controlling the other(s), that is, holding decision-making power within the other(s) company by holding, directly, indirectly or through an intermediary, more than half of the company’s voting rights.
The phenomenon of groups of companies is usually observed among mother companies and subsidiary companies which conduct a similar business and operate so closely that they are able to reduce administrative, operational and managerial costs and do business with one another. The relationship created between companies in a group of companies is similar but not identical to that which is created between a mother (parent) company and a subsidiary company. Transfer pricing issues usually arise in such situations which have to be carefully monitored by lawyers accountants and tax experts.
7 – Branches of companies & bureaus of representation
A branch of company, usually confused with a subsidiary, is a commercial, industrial or service-providing establishment which belongs to a company or a natural person and which has been granted a certain degree of autonomy in its management. The branch does not possess a separate legal personality from the company or natural person who owns it. It is similar to the concept of the establishment which pre-existed the introduction of the OHADA legal system.
The absence of a separate legal personality simply means that the acts posed by the branch of company are treated as the acts of the company which owns it. The branch of company is one and the same with the company which owns it. A peculiarity of the branch of company is that it may be owned by a person within or without the OHADA member states. They must, however, be registered with the Commercial Registry and where they are owned by a foreigner or foreign company, they must be attached to a company in one of the member states of OHADA within two years from their creation. Member states may, however, renew this two (02) years period twice.
The bureau of representation (BR) or liaison office is an establishment owned by a company which serves as a relay, link or connection between the company which owns it and the market of the member state where the bureau is located. The BR may be created by a foreign entity (outside member states of OHADA), although it is regulated by the laws of the member state in which the BR is created or resident. The BR must equally be registered at the Commercial Registry. The activities of the BR are essentially non-commercial – non-income generating – contrary to those of the branch of company, which can actually carry out profit-making activities.
Unlike the branch of company, the bureau of representation does not possess any form of managerial autonomy and exercises merely a prospective or preparatory (exploratory) or auxiliary activity in relation to the company which incorporates or registers the BR. In practice, the activities of the BR include; preparatory groundwork, follow-up, coordination, market research, due diligence, promotional, public relations and marketing activities, and activities of an administrative character which do not generate any form of income or revenue for the company.
8 – Unregistered de facto private companies
There are two types of de facto companies under the OHADA law, the de facto company and the de facto created company. The first is a company recognised under OHADA law which was created without complying with formalities, while the second company is a company whose members conduct themselves as promoters of a company although they have not yet constituted a company recognised by OHADA law.
These rules are important to protect investors or the general public who may seize a competent court for the recognition of the legal existence of the company in which case the rules applicable to the company are those of the general partnership. This is important because the unregistered or de facto company does not have legal personality and thus cannot be sued. By providing this legal technique, third parties who deal with such structures are assured that they have their day in court, when such becomes necessary.
9 – Private limited companies
This is the most widespread corporate form in the OHADA area. It is the form mostly selected by SMEs. It is created or formed by one or more physical and/or juristic persons who are liable for the debts of the company to the extent of their contributions and their rights are represented by company stocks.
Although the minimum registered capital of the private limited company is one million francs CFA divided into stocks with a minimum nominal value of five thousand francs CFA, the OHADA business law permits domestic legislation to reduce this capital requirement to reflect the local realities of each member state.
In Cameroon, for example, a law was voted in December 2016 which was followed by an implementing decree passed in 2017 fixing the minimum share capital at one hundred thousand francs CFA and allowing the constituent documents (articles of association, etc.) of the private limited company to be established and authenticated without recourse to a notary public, provided that the registered capital is below one million francs or that the company is established by one person.
The formalities for the creation of a private limited company include principally authenticated or notarized articles of association of the company which must be compliant with the OHADA Uniform Act on Commercial Companies, a statement of regularity and compliance or notarized statement of subscription and payment of shares, etc. The company is registered with the Commercial Registry of the principal place of business of the company.
10 – Public limited companies
The public limited company is the most suitable form for large companies or companies operating in certain sectors. Certain sectoral laws require that companies should be in the form of public limited companies. It is the case, for example, of the banking and insurance sectors, the mining and extractive sector, the oil and gas sector, construction and infrastructure sector, telecommunications sector, etc.
Like the private limited company, the public limited company is a company in which the liability of shareholders for the debts of the company is limited to their capital contributions and the rights of shareholders is represented by shares. This company form may have one or more shareholders. Its minimum registered capital is ten million francs CFA with a minimum nominal value of the shares fixed its articles of association.
As far as governance is concerned, there are two types of public limited companies. The first one is the public limited company with a board of directors which is managed either by a chairperson and a managing director or by a chairperson of the board of directors and a general manager. The other one is a public limited company with a managing director. The law prohibits public limited companies with less than four shareholders from having a board of directors. The public limited company with a manging director is administered and managed by a managing director.
The formalities for the registration of a public limited company are similar to those of private limited companies. However, the exemptions relating to minimum capital and registration formalities provided for private limited companies are not available for public limited companies.
11 – Simplified public limited companies
The simplified public limited company or “simplified joint-stock company” which is an innovation of the revised OHADA Uniform Act on Commercial Companies (February 2014), is a transplant from French law where it is known as the “société par actions simplifiée” or “SAS”. This form is very peculiar as a result of its flexibility. It is the public limited company without the encumbrances and constraints of the public limited company. It is suitable for technology-driven or highly innovative companies which generally need a lot of financial and managerial flexibility.
It is a limited liability company which may be formed by one or more shareholders, they have no minimum capital requirements, have a flexible management structure. Unlike the public limited company, the simplified PLC cannot offer shares to the public.
12 – Economic interest groups
The economic interest group is not a stand-alone corporate form per se, in the sense that it is not created ex nihilo. However, it enjoys legal personality and has full capacity to engage in binding legal relations once it is registered with the Commercial Registry. It is a vehicle which groups commercial entities who have the exclusive objective of putting in place for a specified duration all the means necessary to facilitate or develop their economic activities or improve or increase income from their joint activity. The activities of the economic interest group must be related to the principal business activities of the members of the group.
The economic interest group may be formed without any capital and may not necessarily give rise to the realisation or distribution of profits. Two or more natural or corporate persons, including persons exercising a liberal profession governed by a legislative or statutory instrument or whose title is protected, may form an economic interest group between themselves.
The group is materialised by a contract or agreement and the liability of members of the group for the debts of the group are covered by the assets of members of the group who are jointly and severally liable for the debts of the group, although provision may be made in the group contract document or agreement exempting certain members from liability for the debts of the group.
13 – Real estate civil companies
There are certain professional activities which are viewed as non-commercial although they generate revenue for its professional owners. Companies created by liberal professionals are generally classified under this category and referred to as civil companies or “société civile” in French. In Cameroon, for example, actors in the real estate sector must constitute such companies.
The prime actor in this area is the licensed real estate promoter who is licensed by the state to carry out the following activities: real estate consulting, research & feasibility studies, coordination of real estate projects and activities, building of real estate property, general contracting, real estate investment and development, acquisition of real estate & conveyancing, etc.
The licensing requirements for real estate promoters include registration with the Commercial Registry, incompatibilities, capacity, professional lease agreement, financial surety, insurance policy, and retainer of an architect or civil engineer, real estate agent, a jurist, accountant, economist or professional of a related field, etc.
There is a special legal framework for actors in the sector who desire to carry out social (low cost) housing projects along with investment incentives available for such projects.
14 – State-owned enterprises
State-owned enterprises or state trading enterprises are businesses which are wholly or partially owned, controlled or operated by the state or government. Basically, this has to do with state ownership of private enterprises involved in trade, industrial or commercial activities. This excludes government-owned not for profit outfits or enterprises operating on a cost recovery basis.
In Cameroon, for example, these entities are regulated by two 2017 laws: Law no 2017/011 of July 12, 2017 to lay down the general rules and regulations governing public corporations, and Law no 2017/010 of July 12, 2017 to lay down general rules and regulations governing public establishments. The first law identifies two types of public corporations, that is, state-owned enterprises and semi-public (private-public) enterprises. The state-owned enterprise is a legal person under private law exclusively owned by the state, while the semi-public (private-public) enterprise is an enterprise which is majority-owned by the state.
Law no 2017/010 of July 12, 2017 to lay down general rules and regulations governing public establishments touches on state entities which have a non-commercial and non-industrial character and which are governed by public law and are responsible for managing a public utility or carrying out a special general interest mission on behalf of the state.
15 – Trusts
A trust is a three-party fiduciary arrangement whereby a first party, known as the settlor or trustor, transfers his assets or property to a second party, known as a trustee, for the second party to hold title to such assets or property and to deal with such assets or property on behalf of one or more third parties, known as a beneficiary or beneficiaries.
Trusts are devices akin to the English Common-law. As Cameroon has a bijural system inherited from its colonial history, comprising the English Common-law and the Continental French Civil-law systems, it is possible to set up trusts in the English-speaking parts of Cameroon where principles of trust are recognized.
Trusts may equally be set up under French law using contract law principles, especially the principle of freedom of contracts and the principle of legality. Otherwise, a notion similar to trusts known as “fiducie” was instituted in French law in 2007. Under French law, any person (natural or legal) can have recourse to the fiducie, as part of its property or asset management. The fundamental difference between the Common-law concept of trusts and the French “fiducie” is the fact that the property or assets transferred to the trustee do not pass title to the trustee and remain distinct from the trustee’s property. While the “fiducie” has not passed into Cameroon law, there is no express legal provision which precludes recourse to the “fiducie” in Cameroon. On the contrary, the Cameroon General Tax Code seems to have recognized it by imposing a legal obligation of disclosure.
Trusts are mechanisms or vehicles put in place by a settlor for inheritance, estate and tax purposes, asset protection, etc. They can be set with through the use of limited liability companies or through arrangements with physical persons as trustees. The popular categories of trusts are charitable or public trusts (charity and non-profit organisations), inter vivos trusts, testamentary trusts, family trusts, marital trusts, business trusts, living trusts, employee trusts, land trusts, secret trusts, etc.
16 – Cooperative societies & cooperative credit unions
In the OHADA area, the cooperative society is regulated by the OHADA Uniform Act on Cooperative Societies (2010). The Uniform Act defines a cooperative society as an autonomous association of persons united voluntarily to meet their common economic, social and cultural needs, through a jointly owned and managed group and where power is exercised democratically and according to cooperative principles.
The Uniform Act provides for two forms of cooperative societies, the simplified cooperative society and the cooperative society with a board of directors. These cooperative forms have different administrative and management structures and different membership requirements.
The main sectors where the cooperative society structure is used are agriculture producers and farmers, credit unions, housing, workers, consumers, food & retail, women cooperatives, geographical indications cooperatives, etc.
Cooperative societies must be authorised and registered with the Cooperative Societies Registry. Certain formalities must be complied with, such as, filing articles of association, internal regulations, minutes of constituent meeting of the cooperative society, registered office of cooperative society, bank account, etc.
The cooperative society may conduct credit activities as cooperative credit unions after complying with certain legal conditions. Per the law applicable to them, they are established to promote savings amongst their members, to raise capital to grant concessional loans to their members, and to offer to their members complementary savings and loans financial services. Cooperative credit unions may equally offer savings and loans financial services to non-members under certain regulatory conditions. Cooperative credit unions are, however, prohibited from conducting commercial banking activities.
Registration formalities for cooperative credit unions include a stamped application, a copy of registration certificate as a cooperative society, a copy of the development plan, a certificate of bank deposit of capital, a request for authorisation for bank management, a list of members and management and an auditor of cooperative society, etc. The authorisation to operate is issued by the competent regional authority (BEAC & COBAC).
17 – Solidarity “djangui” funds (rotating credit associations)
Also known as “tontine” in French, the solidarity (mutual) fund or rotating credit association is a collective savings association which brings together members to jointly invest specific sums of money, an asset or property to one or more subscribers in a rotating manner.
They take several forms, including mutual, financial and commercial. The mutual form is the most widespread. It is done on a monthly basis, with members contributing the same amount of money which is collected and awarded to one of them in a running order drawn. Their activities are usually more varied, including emergency funds distributed to members in need (accident, sickness, death, disaster relief, family assistance, etc).
The financial form usually resembles cooperative credit unions with funds being collected and loaned to members, usually highest bidder, at agreed interest rates. The commercial form is akin to the cooperative society with funds collected for commercial purposes which benefit members who invest their funds into them. Their practices are, therefore, not always compliant with banking and microfinance regulations. That said, they remain unregulated, as such, it is unclear what are the legal and regulatory limits imposed on their activities.
It is not certain whether solidarity “djangui” funds can be classified under de facto economic associations under Section 5(3) of the law on freedom of association, inasmuch as that law does not define what an economic association is. Be that as it may, it is certain that a strong case may be made that solidarity “djangui” funds have an economic character. De facto associations do not need any formalities to be legally constituted although they do not have legal personality.
18 – Common initiative groups
Common initiative groups are voluntary economic and social members’ only organisations comprised of physical persons sharing a common interest who conduct common activities through the group. Their activities can be extended to all branches of economic activity.
Common initiative groups must comply with certain rules to be recognized as such, for example, filing a stamped written declaration to which is attached the articles of association of the CIG, minutes of constituent meeting of the CIG, authorisation (for credit unions), attestation of compliance (where applicable), etc. When recognized, the CIG has legal personality. The CIG is very popular with rural farmers and animal husbandry.
19 – Artisans and artisanal enterprise,
An artisanal enterprise is a unit which undertakes an artisanal activity which employs less than ten (10) employees and realises an investment of at least one million francs CFA.
Artisanal activities involve all extractive, productive, transformative, maintenance, repairs, and essential manual services which are conducted by artisans as their principal activity.
Artisans are classified in three categories, including artistic artisans, production artisans and service artisans. Artistic artisans are defined by applicable regulations and they cover the manufacture and commercialisation of aesthetic and cultural objects which reveal a substantial use of natural resources and a certain sophistication in their form and expression of beauty.
Production artisans concern themselves with the manufacture of regularly used objects by the exclusive or dominant use of manual shaping and molding, without recourse to standardised industrial techniques. Service artisans are concerned with small scale distribution of basic goods as well as the provision of basic services.
Artisans and artisanal enterprises are registered free of charge at the local council where they have their principal establishment and conduct their activities. A regulation provides the list of professions considered as artisans.
20 – Lease management
To comprehend the notion of a lease management contract, we need to first visit the concept of the business (in French “fonds de commerce”), which may be approximatively referred to as the “stock-in-trade”, and which is defined by Article 135 of the OHADA Uniform Act on General Commercial Law as all of the resources and means at the disposal of the trader which permits him to attract and keep customers, including the portfolio of his customers, the good will, intellectual property assets, and movable, tangible and intangible assets, business premises, etc.
In business usage, the term “stock-in-trade” means resources or assets used to operate a business, a definition which is not far from the OHADA definition of the business. Legal pundits prefer to avoid this usage because it does not accurately reflect the legal and accounting definitions.
A lease management contract is an agreement whereby the owner of a business, whether a natural or juristic person leases his business, against the payment of rents, to a natural or juristic person known as a management lessee, who manages the business on his own account and bears all commercial risks resulting from his management of the business.
The management lessee is a trader, as such he is obliged to register with the Commercial Registry and publish the lease management contract with a journal empowered to publish legal notices. The classic example of a lease management is the agreement that is entered between oil and gas companies and managers of gas stations.
21 – Franchising
As similar as the lease management structure may be to the franchise, they are not to be confused. The franchise is a business concept which is foreign both to OHADA law and Cameroonian domestic law. This does not, however, prevent investors from utilising the franchise vehicle in business while ensuring that they comply with applicable rules of general commercial law, commercial activities laws and regulations, contract law and special legislation in the business sector concerned.
Legally, the franchise is an agreement through which the supplier, franchisor, places at the disposal of the franchisee, his trade secrets, know-how, commercial strategies, and intellectual property, etc., to permit the franchisee to attract clients who are loyal to the franchisor. On the other hand, the franchisee will finance his activities and obtain supplies only from the franchisor.
The franchisor equally imposes certain standards on the franchisee, including, commercial methods, packaging, uniformity of architecture and decor, etc. The franchisor is paid either through the sale of its products to the franchisee and may receive complementary payments through additional royalties. Pioneer actors of franchising include the sewing machine brand Singer, the automobile manufacturer General Motors, Coca Cola and McDonalds. Some other influential franchises in Africa include DHL and money transfer giant Western Union, etc.
The franchisor-franchisee relationship has legal consequences at the level of competition (anti-trust) law, and the franchisor may be liable to third parties for the acts of the franchisee on the basis of principles of agency law (vicarious liability), negligence, or strict liability. Traditionally, under Common-law principles of agency, the franchisor may be held liable for the acts of its franchisee if it is proved that the franchisor has sufficient control or reserves the right to control the franchisee. Otherwise, the franchisor may still be held liable for the acts of the franchisee under the apparent authority theory if it can be inferred from appearances that third parties have been led to reasonably believe that the franchisee has the power to act on the franchisee’s behalf.
The franchise has gained widespread acceptance as a means for the distribution of goods and services. It has become an integral part of the commercial expansion strategy of companies and a widely used mechanism to broaden the distribution and supply channels of products or services through a network of independent enterprises around the globe. It is a device which permits businesses to operate through independent entrepreneurs or contractors. The main strength of the model is that it reduces capital investment on the part of the franchisor.
III – Non-Profit Vehicles
1 – Trade unions
Trade unionism is a right recognized under international human rights law and protected by ILO conventions. In Cameroon, trade unions are regulated by the Labour Code and other implementing instruments. They may be created by workers (workers unions), professionals (professional unions) or employers (employers’ associations or unions).
Workers’ trade unions are created to identify, defend, promote, protect and advance the economic, industrial, commercial or agricultural interests of their workers. The same applies to employers’ unions.
Although the law provides, on the one hand, that they are set up without prior state authorisation, the law equally provides, on the other hand, that they acquire a legal existence only after the state issues them a certificate of registration. Persons acting without such a certificate expose themselves to prosecution.
Workers unions may be created by at least twenty workers while employers’ unions may be created by at least five employers. Filing requirements for registration of trade unions include, a stamped application addressed to the registrar of trade unions, articles of association of the union, list of administration and management of the union, etc.
The activities that trade unions, especially workers unions, are authorized to carry out is quite vast, including, real estate investments for members, farming, sports for leisure, grants, solidarity funds, scientific, agricultural and social education, publishing of affairs of union, libraries, vocational instruction courses, etc. They are, however, not allowed to carry out profit-making activities with a view to distribute profits among members.
2 – Associations
Freedom of association is guaranteed by international human rights law. In Cameron it is regulated by the 1990 law on freedom of association as amended. The 1990 law provides for several types of associations, including artistic and cultural associations, economic associations, socio-cultural associations, sports associations, de facto associations, foreign associations, religious associations and political associations (parties). Artistic and cultural associations (2020 law), NGOs (1999 law), sports associations (2018), political parties (1990 and 2000) are regulated by separate (special) instruments.
The legal definition of an association is very broad and refers to a group of people who come together and invest their knowledge and resources for any non-profit purpose. Associations are recognised as civil society organisations.
Associations are either authorized or recognized following a declaration. The formalities for their authorisation or recognition are almost identical. Essentially, interested persons have to file a stamped application (or declaration) attaching a constitution, internal regulations, minutes of constituent meeting and list of management of the association, etc. Special associations (artistic and cultural associations, sports associations, etc) have additional requirements, over and above those required by the 1990 law.
Political parties, which are regulated by special laws, are created by filing a stamped application at the Ministry of Territorial Administration to which is attached the list of the leaders of the party with their particulars, criminal record slips of leaders, minutes of constituent meeting, constitution, a written undertaking to comply with Section 9 of the law, copy of the political platform or manifesto, etc.
Sports associations are regulated by Law no. 2018/014 of July 11, 2018 relating to the organisation and promotion of physical and sporting activities in Cameroon. The law provides for sports associations and corporations, sports agents, sports clubs, professional sports clubs, sports federations, sports leagues, sports sponsoring, private sports training centres, sports games, athletes, sports medicine, sports infrastructure and equipment, sports-related disputes (Conciliation and Arbitration Board of the National Olympic and Sports Committee and the Court of Arbitration for Sports in Switzerland), etc.
3 – NGOs
According to Law no 99/014 of December 22, 1999 regulating NGOs, an NGO is a declared or authorised foreign association approved by the state to participate in the execution of general interest missions in the judicial (legal), economic, social, cultural, sanitary, sports, educational, humanitarian, environmental and human rights promotion sectors. These general interest missions are defined by the State from time to time.
NGOs are equally regulated by the 1990 on freedom of association as amended (1999, 2020). Under the applicable laws, there are three types of NGOs, ordinary NGOs, one-person NGOs and foreign NGOs.
The legal requirements for the creation of an NGO vary depending on the type of NGO concerned. Essentially, a stamped application is filed, to which is attached a copy of the declaration of the association (for ordinary NGOs), a copy of the authorisation (for foreign associations), three years activities report (for ordinary NGOs), activities program, minutes of constituent meeting of the NGO, copies of the constitution, etc.
The primary difference between a one-person NGO and an ordinary NGO is that the one-person NGO may be registered directly by an individual while only associations which have been registered and active for at least three years can request to be authorised to operate as ordinary NGOs.
4 – Corporate foundations
Corporate foundations are foundations created by moral persons as part of their corporate social responsibility strategy. Companies desiring to set up a foundation transfer certain assets and resources to the foundation to realise a general interest and non-profit work. Resources which are placed by companies at the disposal of foundations are tax deductible, provided they meet the requirements of deductibility of costs provided by the General Tax Code and are disbursed in the direct interest of the operations of the company carried out in the ordinary course of the company concerned.
Legal requirements for the creation of foundations include filing a stamped application, copies of the constitution of the foundation, subscribing a bank guarantee, action plan, etc. Upon issuance of an authorisation and its publication in a journal empowered to publish legal notices, the foundation acquires legal personality.
5 – Private foundations
Private foundations are not provided by law; however, they may be created on the heels of the principle of legality which states that what the law does not expressly prohibit is permitted. As the law does not provide for private foundations, there is no legal framework which regulates their activities, as such persons desiring to set up private foundations must establish the rules upon which they intend such foundations to operate and that in compliance with Cameroon law.
6 – Public interest groups
Public interest groups are non-profit entities which are regulated by Law no 2010/023 of December 21, 2010 laying down the status of public interest groups. They are regulated by public law and are entities formed by the state or allied public entities, on the one hand, and allied public entities or a private person, to carry out together an activity which has a public service character in a specific area. Where they are formed by and between a public and private person, they are similar to PPPs.
Public interest groups may be set up in various areas such as research, health, social, scientific and technological development, education, cultural and sporting activities. Physical persons may not participate in the formation of a public interest group.
Its creation is materialised by the signing of an agreement between the founders during its constituent general assembly meeting. The agreement must be approved by the Prime Minister which is processed through the minister in charge of the sector concerned. It is only after the agreement creating the public interest group is approved and signed by the Prime Minister that the group acquires legal personality.
7 – Political parties
Political parties are regulated principally by the Electoral Code, Law no 90/56 of December 19, 1990 relating to political parties and Law no 2000/015 of December 19, 2000 relating to the state funding of political parties and election campaigns.
Political parties are defined as associations which participate in elections. They are created by filing a stamped application before the Ministry of Territorial Administration to which is attached a list of the leadership of the political party (association), criminal record slips of leadership, minutes of constituent meeting of the party, constitution, political platform, and a written undertaking to comply with Section 9 of the law on political parties, etc.