The granting of authorisation to financial institutions in Cameroon is subject to a rigorous set of conditions designed to guarantee the stability, transparency and reliability of the financial sector. These conditions define the documents and information required from the institution itself as well as from its shareholders, managers and auditors. These regulations ensure that authorised financial institutions have the necessary organisational structures, human, technical and financial resources, as well as the appropriate legal guarantees to carry out their activities in accordance with the standards in force within the Central African Economic and Monetary Community (CEMAC). This document details the specific requirements relating to each category of actor involved in the creation or management of a financial institution, in order to facilitate understanding of the steps involved and compliance with the authorisation procedures.
For the financial institution
Institution
- 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
- The report of the contributions auditor for any in-kind contribution
- The bank statement showing the paid-up capital
- The provisional composition of the board of directors, distinguishing between non-executive directors and independent directors
- Information on prospective directors
- Information on prospective deputy general managers
- The list and composition of specialized committees to be established within the board of directors and their respective responsibilities
- The list and composition of specialized committees intended to assist general management in the day-to-day operations of the credit institution and their respective responsibilities
- The detailed provisional organizational chart, notably describing the distribution of functions and responsibilities within general management, operational departments, and the various committees created; as well as for each activity, the identity of the person(s) in charge and the number of people assigned to it
- The provisional five-year business plan, including a description of the project, strategic market analysis, commercial strategy, organizational and implementation forecasts, and financial projections
- The details of the technical, financial, and human resources to be implemented
- The provisional balance sheets and income statements for five years
- Draft procedure manuals concerning, in particular, the internal control system, information system management, business continuity plan, anti-money laundering and counter-terrorism financing, monitoring of outsourced operations, and the corporate governance charter
- Forecasts of staffing evolution (national and expatriate)
- The technical assistance agreement with a reference partner, if applicable
- The certificate of prior agreement or the letter of no objection from the banking supervisory authority of the country of origin, if applicable
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
- The list of holdings in other credit institutions and in any other company headquartered in CEMAC or abroad
- A sworn declaration by which the shareholder indicates the origin of the funds to be invested and certifies that they do not originate from illicit activities
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
- A sworn declaration by its legal representative indicating the origin of the funds to be invested and certifying that they do not originate from illicit activities
- A document by which the private legal entity, when it is the majority shareholder, undertakes to support the development of the credit institution
When the Application Originates from Banking Groups, Financial Holdings, any other Parent Entity, or Credit Institutions Part of Such Entities
- 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
- The minutes of the applicant entity's deliberative body authorizing the creation or acquisition of a stake in the subsidiary's capital
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
Individual Director or Representative of a Corporate 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
For 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
- The list of current directorships held in other companies, including companies within the group to which the future credit institution is related or linked
- A sworn declaration by which the applicant executive certifies not to be subject to any of the prohibitions or incompatibilities provided for by current regulations
- The list of holdings in other companies, detailing for each of them, the number of holdings, their par values, as well as the corresponding percentage and the equivalent voting rights
- A certificate or proof of residence less than three months old
- A copy of the minutes of the Board of Directors or General Meeting appointing the executive
- A tax certificate issued by the tax authority of the country of taxation
- A certificate of non-bankruptcy or non-subjection to collective debt settlement proceedings
For the Auditors
Individual Auditor
- A stamped application (Stamp duty: 25,000 FCFA)
- A copy of the minutes of the ordinary general meeting of shareholders appointing the interested party as auditor
- 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 judicial authorities of the country of nationality and the country of residence
- Two identity photographs
- A certified true copy of the approval issued by CEMAC as a chartered accountant
- A certificate of registration with the National Order of Chartered Accountants for countries with such a body
- A curriculum vitae written in French, duly dated and signed, accompanied by a statement of services or missions accomplished, highlighting the periods of intervention, clients, and sectors of activity, supported, if applicable, by certificates issued by clients
- If applicable, copies of previous approvals for auditors already approved in the banking sector outside CEMAC
- A sworn declaration by which the auditor certifies not to be subject to any of the prohibitions or incompatibilities provided for by current regulations
- A sworn declaration by which the auditor indicates the social, financial, or business ties, direct or indirect, that they maintain with the “credit institution they are appointed to audit or any related or affiliated company, and family ties with executives or shareholders holding at least 5% of the capital of the” credit institution.
- A tax certificate issued by the tax authority of the country of taxation
- A certificate of non-indebtedness issued by the social security organization of the country of taxation
- A certificate of non-bankruptcy or non-subjection to collective debt settlement proceedings
- The professional liability insurance policy
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
- A description of the services rendered or missions accomplished, highlighting the periods of intervention, clients, and sectors of activity, supported, if applicable, by certificates issued by the cited clients
- If applicable, copies of previous approvals for auditors already approved in the banking sector outside CEMAC
- A sworn declaration by which the auditor certifies that none of the partners are subject to any of the prohibitions or incompatibilities provided for by current regulations
- A sworn declaration by which the auditor indicates the social, financial, or business ties, direct or indirect, that the legal entity or its partners maintain with the “credit institution it is appointed to audit or any related or affiliated company, and family ties with executives or shareholders holding at least 5% of the capital of the” credit institution.
- A tax certificate issued by the tax authority of the country of taxation
- A certificate of non-indebtedness issued by the social security organization of the country of taxation
- A certificate of non-bankruptcy or non-subjection to collective debt settlement proceedings
- The professional liability insurance policy
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