Dematerialisation of Securities in Cameroon: What Companies, Investors, Notaries and Lawyers Need to Know

There was a time when owning shares in a company meant holding a physical certificate. That certificate could sit in a company file, a shareholder’s safe or even in a drawer at home. If the shareholder wanted to transfer the shares, the physical document often became an important part of the transaction.

That system has changed.

Today, dematerialisation of securities in Cameroon has replaced the traditional paper-based system with an account-based system in which securities are registered electronically in the name of their owners.

This is not simply a technological development. It is a legal transformation of how ownership, transfer, custody and administration of securities are recorded.

For companies, the reform creates important corporate and accounting obligations. For investors and shareholders, it changes how ownership is evidenced. For custodians, it creates strict responsibilities regarding the management of securities accounts. And for notaries(lawyers in north west and south west regions ) and court registrars, the legislation imposes reporting obligations that are easy to overlook but potentially important in corporate transactions.

The legal framework is particularly relevant today because the Caisse Autonome d’Amortissement (CAA) has compiled the applicable regulatory texts and used them in capacity-building on the dematerialisation process. The compilation covers the OHADA framework, Law No. 2014/007 of 23 April 2014, Decree No. 2014/3763/PM of 17 November 2014, Instruction No. 5 on the collection and dematerialisation of physical securities, and Instruction No. 19 on issuers’ securities accounting.

So, what exactly does dematerialisation mean, which securities are concerned, and what does the law require from companies and the professionals who advise them?

Let’s examine it.

What Are Securities?

Before discussing dematerialisation of securities in Cameroon, it is important to understand what the law means by the word “securities.”

In general terms, securities are financial instruments that represent an ownership interest, a debt or another transferable financial right.

Under Law No. 2014/007 of 23 April 2014, a share is an equity security issued by a public or private legal entity which gives its holder ownership of part of the capital of the issuing company. A bond, on the other hand, represents part of a loan issued by a public or private legal entity.

The law defines securities more broadly as instruments representing a shareholding, such as shares, or a debt, such as bonds, which are transferable by book entry and confer identical rights within the same category. They may give access, directly or indirectly, to part of the capital of the issuing entity, a general claim against its assets, or the rights attached to such instruments.

The implementing Decree goes further and expressly treats the following as securities:

• shares;
• bonds;
• negotiable government securities;
• units or shares in collective investment schemes; and
• other financial instruments issued by the State, decentralised local authorities or public institutions and negotiable on organised markets.

This distinction matters because dematerialisation is not limited to shares in listed companies.

The framework covers securities issued by public or private entities and applies to both listed and unlisted securities.

What Is Dematerialisation of Securities in Cameroon?

The simplest explanation is this:

Dematerialisation replaces physical certificates with electronic registration of securities in an account.

That is precisely how Article 1 of Law No. 2014/007 defines the process. The law applies to listed and unlisted securities issued by public or private entities which are valid in Cameroon or subject to Cameroonian legislation.

The implementing framework requires securities to be registered in an account in the name of their owner. Registered securities may be held through the issuing company or an authorised custodian, while bearer securities are maintained through authorised custodians. The information recorded in these accounts is then centralised with the Central Depository.

The practical difference can therefore be summarised as follows:

Traditional system

Physical certificate → possession → transfer of certificate

Dematerialised system

Securities account → electronic book entry → account-to-account transfer

The change is significant because the law no longer treats physical possession of a certificate as the central mechanism for transferring securities.

Is Dematerialisation Mandatory in Cameroon?

Yes.

The framework makes dematerialisation compulsory.

The OHADA Uniform Act on Commercial Companies and Economic Interest Groups provides that securities, irrespective of their form, must be registered in the name of their owner and transferred between accounts. The transfer of ownership results from registration of the securities in the purchaser’s securities account.

Cameroon’s Law No. 2014/007 then established the national framework for implementing this principle.

The law also prohibited the issuance of securities in non-dematerialised form after two years from its promulgation.

This is important for companies that continue to maintain old corporate practices based on paper certificates.

A company cannot simply decide that it prefers paper certificates. The legal framework has moved to account-based securities.

The Legal Framework Governing Dematerialisation of Securities in Cameroon

The regime is not contained in a single provision. It is built around several instruments.

1. The OHADA Uniform Act

Article 744-1 of the OHADA Uniform Act on Commercial Companies and Economic Interest Groups, which came into force on 5 May 2014 according to the CAA compilation, establishes the basic principle.

Securities must be registered in the name of their owner and transferred between accounts. Ownership passes when the securities are entered into the purchaser’s securities account.

This is important because it provides the broader OHADA corporate law foundation for the account-entry system.

2. Law No. 2014/007 of 23 April 2014

This is the principal Cameroonian statute specifically governing the dematerialisation of securities.

It:

• defines dematerialisation;
• identifies the securities covered;
• establishes the responsibility of issuers;
• regulates the role of the Central Depository;
• establishes securities-account requirements;
• provides transitional rules for existing physical securities; and
• prohibits new issues in non-dematerialised form after the statutory period.

3. Decree No. 2014/3763/PM of 17 November 2014

The Decree provides the operational framework for implementing the Law.

It regulates:

• codification;
• account registration;
• securities transfers;
• securities accounts;
• custodians;
• the Central Depository;
• reporting obligations;
• charges and restrictions affecting securities; and
• the information that must be maintained in securities accounts.

4. Instruction No. 5

Instruction No. 5 deals specifically with the collection and dematerialisation of physical securities.

It explains how holders of old physical registered and bearer securities should have them collected, verified, registered, and ultimately destroyed.

5. Instruction No. 19

Instruction No. 19 deals with issuers’ securities accounting.

It is particularly important for companies because it establishes the accounting principles, registers, account structures, transaction journals and reporting requirements applicable to issuers.

The CAA compilation also identifies Article 18 bis (new) of the General Tax Code, resulting from the Finance Law for the 2015 financial year, as part of the legal framework.

Which Securities Are Covered?

The scope is broader than many business owners realise.

The Decree covers registered and bearer securities, whether listed or unlisted, issued in Cameroon.

The framework also covers:

• shares;
• bonds;
• negotiable government securities;
• collective investment scheme units or shares; and
• other financial instruments issued by public entities and negotiable on organised markets.

Therefore, dematerialisation should not be viewed simply as a stock-exchange requirement.

It is a broader securities-law requirement.

Who Is Responsible for Dematerialisation?

The law places primary responsibility on issuers.

Article 4 of Law No. 2014/007 expressly provides that implementation of dematerialisation is the responsibility of the issuer.

That responsibility does not mean, however, that the issuer necessarily performs every technical operation itself.

Depending on the nature of the securities, the issuer may maintain the accounts itself or appoint an authorised account-keeping custodian.

The distinction between registered and bearer securities is therefore important.

Registered Securities and Bearer Securities

For registered securities, the accounts are generally kept by the issuing company. The company may, however, entrust this responsibility to an authorised custodian.

For bearer securities, the accounts are maintained by authorised custodians.

This means that a company issuing securities must determine the appropriate account-keeping arrangement and ensure that the required information is properly maintained.

What Must a Securities Account Contain?

A securities account is not simply a digital list of how many shares someone owns.

The Decree requires securities accounts to contain important identification and legal information, including:

• the identity of the natural or legal person owning the securities;
• the beneficial owner, where applicable;
• rights attached to the securities;
• restrictions affecting the securities;
• pledges;
• seizures;
• sequestration;
• the account number and identification details of the holder;
• nationality; and
• characteristics of the securities held.

This is particularly important for corporate due diligence.

When investigating the ownership of shares in a company, a lawyer should not look only at the company’s articles of association. The securities records and relevant account entries may be equally important.

How Are Securities Transferred?

The principle is straightforward:

Securities are transferred through account-to-account entries.

The Decree expressly provides that transactions involving securities are carried out exclusively through transfers from one account to another.

For securities registered with the issuer, the transfer is based on sale and purchase orders signed by the transferor and transferee or their authorised representatives. The order must identify precisely the number and nature of the securities being transferred.

For unlisted securities maintained with custodians, the transfer takes place between the transferor’s custodian and the transferee’s custodian, in accordance with the applicable settlement and delivery rules. Ownership is transferred only after the transaction has been irrevocably settled by the Central Depository.

This is a crucial legal distinction.

Signing an agreement to sell shares is not necessarily the same thing as completing the legal transfer of the securities.

The account entry remains central to the transfer mechanism.

The Importance of the Central Depository

The Central Depository is the institution responsible for controlling, monitoring and supervising dematerialisation operations throughout the country.

It facilitates the circulation of securities through account-to-account transfers and is responsible for safeguarding the integrity and security of the system. It must also maintain an accounting structure capable of establishing that every issue corresponds accurately with the securities recorded in custodians’ accounts and securities awaiting allocation.

Law No. 2014/007 similarly gives the Central Depository responsibility for custody, coordination, control and supervision of dematerialisation operations.

The CAA compilation explains that, pending the establishment of the Central Depository, its functions were devolved to the Autonomous Sinking Fund.

The Role and Obligations of Notaries

This is one of the areas that deserves particular attention.

Notaries are not merely peripheral actors in the dematerialisation system.

Corporate transactions frequently pass through notaries, particularly transactions involving company formation, amendments, capital increases, capital reductions and other acts that may affect securities.

The Decree expressly places notaries alongside issuers and court registrars responsible for commercial and movable property registers.

Under Article 22, they are required to provide the Central Depository with information relating to securities entered in their registers, deeds encumbering securities with charges or restrictions, and legal proceedings and decisions affecting those securities.

For subsequent securities issues, information concerning capital increases and capital reductions must be transmitted to the Central Depository within 30 days of registration in the Trade and Personal Property Credit Register (RCCM).

More importantly, where a transaction encumbers a security with a charge, issuers, notaries, court registrars and custodians must immediately transmit the relevant information to the Central Depository.

What does this mean in practice for a notary?

A notary handling a corporate transaction affecting securities should not treat completion of the notarial deed as the end of the matter.

The notary should consider whether the transaction:

• affects the company’s securities;
• creates or removes an encumbrance;
• changes the capital of the company;
• affects ownership or rights attached to securities; or
• triggers an obligation to communicate information to the Central Depository.

This is particularly relevant in transactions involving pledges, restrictions, capital increases, capital reductions and other acts affecting securities.

The Obligations of Court Registrars

The same Article 22 also imposes obligations on court clerks or registrars responsible for commercial and movable property registers.

They must communicate relevant information concerning securities, charges, restrictions, proceedings and decisions affecting those securities to the Central Depository.

This creates an important link between the RCCM, corporate records and the securities-account system.

For practitioners, this means that the information contained in the company’s corporate file and the information contained in the securities accounts should not be viewed as isolated records.

They are part of a broader legal information system.

The Obligations of Custodians

Custodians occupy a central position in the system.

A custodian must operate within the mandate granted by the securities holder and may incur civil and criminal liability if that mandate is exceeded. The custodian must also ensure that clients’ assets are distinguished from its own assets in its records and those of the Central Depository.

Custodians also have responsibilities regarding:

• dematerialisation;
• securities transactions;
• account maintenance;
• restrictions;
• charges;
• seizures;
• transfers; and
• reporting to the Central Depository.

For example, custodians must inform the Central Depository of charges, oppositions or seizures affecting securities registered in their books.

What Happens When a Company Appoints a Custodian?

An issuer may either manage its securities itself or entrust their management to an authorised custodian.

Where a custodian is appointed, the company must publish the appointment in the Official Gazette or a newspaper authorised to publish legal notices. The relationship between the issuer and custodian is governed by an agreement whose essential terms are determined within the regulatory framework.

If the company manages its own securities, it must provide the Central Depository with the information required of a custodian.

What Happens to Old Physical Share Certificates?

This is particularly important for companies and shareholders who still have historical paper securities.

Instruction No. 5 establishes a procedure for collecting physical securities that were already in circulation.

The holder of physical bearer securities contacts a custodian of their choice to open a securities account and register the securities.

The holder of physical registered securities contacts the issuing company for registration.

For bearer securities, the custodian issues a deposit receipt and forwards the physical securities and the required deposit notice to the Central Depository within three working days.

The Central Depository then physically verifies the securities against the information provided.

Invalid or incomplete submissions can be rejected.

Verification by the Issuing Company

The issuing company also has an important role in authenticating physical securities.

It checks its securities register and, where necessary, other corporate records relating to transfers, conversions, pledges, escrow securities, duplicate certificates and payment of rights.

It must verify the authenticity, validity and physical condition of the certificates presented.

Where the securities are valid, the issuer prepares a certificate of compliance and sends it to the Central Depository within 10 working days, together with the authenticated securities.

What Happens to the Physical Certificates After Dematerialisation?

They are not simply returned to the shareholder.

Once the securities have been successfully registered, the physical certificates are destroyed according to the prescribed procedure.

For physical registered securities, the issuer sends them to the Central Depository for destruction within a maximum of 10 days after dematerialisation of the issue.

The holder receives a certificate of ownership after the securities have been registered and validated.

The holder then authorises the destruction of the physical securities.

The Central Depository carries out the destruction in the presence of the issuer or its representative, and a destruction report is prepared in four copies for the holder, issuer, custodian and Central Depository.

The Certificate of Ownership Is Not a Share Certificate

This distinction is important.

After dematerialisation, the shareholder may receive a certificate of ownership, but this should not be confused with the old negotiable physical security certificate.

Instruction No. 5 expressly states that the certificate of ownership is non-negotiable, cannot be traded and does not constitute a means of payment.

Its purpose is essentially to evidence the securities recorded in the holder’s account.

The actual securities remain represented through the account entries.

The Transitional Rules: What Happened to Holders Who Failed to Dematerialise?

The law gave owners of securities issued before its promulgation a period of four years to comply with the dematerialisation requirements.

After that period expired, holders who had failed to comply lost the ability to exercise the rights attached to their securities.

The issuer was then given an additional period of one year to sell the rights corresponding to those securities and deposit the proceeds in a special account in the name of the owners or their successors.

The former owners or their successors have 30 years to claim the proceeds of the sale. After that period, the proceeds are transferred to the Deposits and Consignments Fund.

This is one reason why companies should not simply ignore old paper securities appearing in their corporate records.

The Accounting Obligations of Issuing Companies

Dematerialisation has created a securities-accounting responsibility that goes beyond maintaining a conventional shareholder list.

Instruction No. 19 requires securities accounts to be maintained using double-entry accounting principles.

Issuers must maintain up-to-date registers of registered securities. The auditor’s report submitted to the annual general meeting must confirm the existence of those registers and give an opinion on their proper maintenance. A statement from the directors certifying compliance is attached to the report.

The accounting system also includes a general transaction journal recording securities transactions chronologically.

This covers transactions such as:

• purchases and sales;
• conversions;
• transfers;
• pledges;
• escrow arrangements;
• detachment of rights;
• exercise or transfer of rights;
• delivery and receipt of securities; and
• transfers between custodians.

This is where dematerialisation becomes a corporate governance issue.

A company cannot properly manage its shareholding structure if its securities records are inaccurate.

Annual Compliance: An Obligation Companies Should Not Ignore

There is another important requirement that deserves particular attention.

Under Instruction No. 19, relying on Article 18 bis (new) of the 2015 Finance Law, issuers of securities are required to file with the Central Securities Depository, before the end of January each year, the register of movements in listed securities, initialled by the Court Registry for the preceding year.

This means that dematerialisation is not a one-off exercise.

It creates an ongoing compliance obligation.

Companies should therefore have internal procedures for keeping securities records continuously updated and ensuring that required filings are made within the prescribed periods.

How Quickly Must Securities Transactions Be Recorded?

Instruction No. 19 imposes several deadlines depending on the nature of the transaction.

For example, after completion of each securities transaction, relevant details must be transmitted to the Central Securities Depository within 48 hours for recording and updating of securities accounts.

Certain transactions involving conversion between legal forms and transfers have specific five-working-day deadlines.

This reinforces an important principle:

Securities records should be updated promptly—not months after the transaction has occurred.

What About Pledges, Seizures and Other Restrictions?

Dematerialisation does not eliminate security interests over shares.

Instead, the electronic system must record them.

The securities-account framework specifically recognises restrictions such as:

• pledges;
• seizures;
• sequestration; and
• other restrictions affecting availability of securities.

Instruction No. 19 requires securities subject to charges to be recorded separately so that their temporary legal unavailability can be identified and monitored until the restriction is lifted.

This is particularly important for banks and other creditors accepting shares as security.

What Happens When a Custodian Stops Operating?

The law also protects investors against the failure or cessation of a custodian.

Where a custodian temporarily or permanently ceases business, holders of securities registered in its books may obtain authorisation from the Central Depository to transfer their securities to another custodian of their choice.

The transfer request is not subject to fees, and the Central Depository is required to respond within 15 days. If it does not respond within that period, authorisation is deemed granted.

This is an important investor-protection mechanism.

Why Dematerialisation Matters for Companies

For companies, the benefits extend beyond compliance.

A properly maintained securities-account system can make it easier to:

• establish who owns shares;
• identify beneficial owners;
• track transfers;
• identify restrictions over securities;
• administer shareholder rights;
• manage capital increases and reductions;
• carry out corporate restructurings;
• conduct due diligence;
• support financing transactions; and
• reduce shareholder disputes.

It also creates a more reliable corporate record for lawyers, auditors, investors and regulators.

Why Dematerialisation Matters for Investors

For investors, the account-based system provides a more reliable mechanism for recording ownership.

It reduces the risks associated with:

• lost certificates;
• forged certificates;
• duplicate certificates;
• unauthorised transfers; and
• uncertainty about ownership.

The investor can request a statement of the securities account, while custodians are required to provide account statements periodically.

What This Means for Lawyers and Notaries Handling Corporate Transactions in Cameroon

For lawyers and notaries in Cameroon, the lesson is simple:

Do not treat securities as merely a clause in a corporate deed.

When advising on a transaction involving shares or other securities, the transaction should be examined from at least three perspectives:

1. Corporate law

Is the transaction authorised under the company’s articles and applicable OHADA rules?

2. Securities law

Has the transaction been properly reflected in the relevant securities accounts?

3. Regulatory reporting

Have the issuer, notary, custodian or court registrar fulfilled any reporting obligations to the Central Depository?

This is particularly important in transactions involving capital increases, capital reductions, pledges, seizures, transfers and changes affecting rights attached to securities.

Common Mistakes Companies Should Avoid

Several mistakes can create unnecessary legal complications.

Continuing to rely exclusively on physical certificates

A historical certificate should not be treated as a substitute for checking the current securities account.

Failing to update securities records

A share transfer should be properly reflected in the relevant records and accounts.

Ignoring beneficial ownership information

The securities-account framework specifically contemplates identifying beneficial owners where applicable.

Forgetting charges and restrictions

A pledge or seizure affecting securities should be reflected in the appropriate account and communicated to the Central Depository where required.

Treating dematerialisation as a one-time project

The obligations continue after the original conversion of physical securities.

Overlooking the role of the notary

Notaries have specific reporting obligations under Article 22 of the Decree.

A Practical Compliance Checklist for Companies in Cameroon

A company issuing securities in Cameroon should consider whether it has:

• Properly identified all securities issued.
• Ensured that its securities issue is codified.
• Registered the issue with the Central Depository.
• Properly maintained securities accounts.
• Kept an up-to-date register of securities movements.
• Identified shareholders and beneficial owners where applicable.
• Properly recorded pledges, seizures and other restrictions.
• Established procedures for recording transfers.
• Ensured relevant transactions are communicated within the prescribed timelines.
• Complied with applicable annual reporting requirements.
• Coordinated with its notary, custodian and other relevant professionals.

Conclusion: Dematerialisation Is Now Part of Corporate Compliance

Dematerialisation of securities in Cameroon is sometimes presented as the simple replacement of paper certificates with electronic records.

It is much more than that.

It has changed the legal mechanism through which ownership is recorded, securities are transferred, shareholder rights are administered and restrictions over securities are monitored.

For companies, it means maintaining proper securities accounts, transaction records and supporting documentation. For investors, it means understanding that ownership is now fundamentally linked to account registration. For custodians, it creates strict duties concerning the management and safeguarding of clients’ securities. For notaries and court registrars, it creates specific obligations to communicate information affecting securities to the Central Depository.

The most important practical lesson is that dematerialisation of securities in Cameroon does not end when a physical certificate is converted into an electronic record. It creates an ongoing system of securities administration, accounting, reporting and compliance.

Companies that issue securities should therefore treat securities accounting as an integral part of corporate governance—not as an administrative task to be addressed only when a shareholder wants to sell.

And for anyone involved in a transaction concerning shares, bonds or other securities in Cameroon, the question should no longer be simply:

“Who owns the certificate?”

The better question is:

“What do the relevant securities accounts and records show?”

That is the central shift brought about by the dematerialisation of securities in Cameroon.

Need Legal Advice on Corporate or Securities Law?

Whether you are issuing shares, restructuring your company’s capital, carrying out due diligence before an investment, or navigating the legal requirements governing securities in Cameroon, obtaining sound legal advice is essential.

B. Amabo FUH, Esq. advises businesses, investors, and entrepreneurs on corporate governance, OHADA company law, securities transactions, shareholder rights, and regulatory compliance. If your company requires guidance on the dematerialisation of securities in Cameroon or any aspect of corporate law, professional legal advice can help safeguard your interests and ensure full compliance with the law.

Our commitment is to protect your investment, safeguard your legal rights, and provide practical solutions tailored to your objectives.

This article on Dematerialisation of securities in Cameroon should not be taken as legal advice; it is intended as a general guide for informational purposes only. Specialist advice should be sought

Contact B Amabo FUH, ESQ today to schedule a confidential consultation and receive experienced legal guidance for your next real estate transaction or property dispute.