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REPUBLIC OF CAMEROON
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PEACE WORK HOME
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LAW N ° 99/015 OF 22 DEC 1999

BEARING CREATION AND ORGANIZATION
OF A FINANCIAL MARKET

The National Assembly deliberated and adopted.
The President of the Republic promulgates the
law, the content of which follows.

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CHAPTER I
GENERAL PROVISIONS
Article 1. This law establishes and organizes a financial market
dealing with transactions in private securities and securities
public, within the framework of regulated investment services.
Article 2. For the purposes of this law and its implementing texts, we mean
through :
a) "Financial markets commission", the body responsible for
supervision responsible for ensuring the proper functioning of the market and
investigative and sanctioning powers.
b) "investment service providers" means market intermediaries
having received an authorization under this law, ensuring the negotiation and
execution of orders to buy and sell securities for the
customer account.
c) "market operator" means the body responsible for:
▪ the supervision of market operations during the meetings
negotiations
▪ the admission to listing of financial products and the advertising of
transactions
▪ the accounting settlement of transactions, the delivery of securities and their
conservation on behalf of third parties.
d) "order giver", any person who gives an order to execute a
purchase and / or sale transaction on the securities market.

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CHAPTER II
PROVIDING INVESTMENT SERVICES
SECTION I
SECURITIES AND SERVICES
INVESTMENT
Article 3. The transferable securities and securities referred to in article 1
include:

er

above

• Shares and other securities conferring identical rights by
category and giving or being able to give access to the capital of a company or
to the voting rights attached to them, these values ​being transferable by
registration in account or tradition;
• Bonds and other debt securities on the legal person which
issues, transferable by registration in an account or tradition with the exclusion of
commercial paper and cash vouchers,
• Company shares or shares of collective investment undertakings in
securities.
Article 4. (1) Undertakings for collective investment in transferable securities
are, within the meaning of this law:
• Investment companies with variable or fixed capital;
• Mutual funds;
• Mutual funds of receivables.
(2) The provisions governing undertakings for collective investment in securities
movable property are fixed by specific texts.
Article 5. Investment services relate to transferable securities
listed in section 3 above and include:
• Receipt and transmission of orders on behalf of third parties;
• Execution of orders on behalf of third parties;
• Trading for own account;
• Portfolio management on behalf of third parties;
• Firm grip;
• The placement ;

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• The custody or admission of securities.

SECTION II
INVESTMENT SERVICE PROVIDERS
Article 6. (1) Investment service providers are companies
investment in transferable securities and credit institutions that have received
an authorization to provide investment services.
(2) This authorization relates to the exercise of one or more of the services referred to in
Article 5 above.
The authorization is issued by the financial markets commission referred to in article
14 below and hereinafter referred to as the “Commission”.
Article 7. The conditions for obtaining the approval referred to in Article 6 above
are the following :
• Have a head office in Cameroon;
• Have a minimum capital determined by the Commission;
• Indicate the identity of its shareholders and directors, persons
physical or legal, as well as the amount of their participation;
• Present, for approval, the files of its main executives and, to the
minimum of one approved auditor;
• Take on a corporate form adapted to the activity of service provider
investment;
• Present an activity program for each of the services offered;
• Subscribe to the specifications drawn up by the Commission.
(2) Credit institutions which request an authorization in view of
to provide investment services are subject to the conditions referred to in
paragraph (1) above.
Article 8. Investment firms in transferable securities have as their
usual and main profession of providing investment services
listed in Article 5 above. They cannot exercise in a professional capacity,
an activity other than those referred to in Article 5 only under the defined conditions
by the Commission.

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Article 9. It is prohibited for any person and any company other than
investment service provider to provide investment services
and to use a name, a company name, expressions or to make
an advertisement tending to make believe that it is approved as a provider of
services.
Article 10. Each investment service provider is required to adhere to
a professional association responsible for collective representation and
defense of the rights and interests of its members. The professional association is
governed by a statute and internal regulations adopted by its general assembly
and approved by the Commission.

CHAPTER III
PUBLIC CALL FOR SAVINGS

Article 11. The public call for savings concerns:
• The issue or sale of securities to the public by any
way ;
• Admission of a security to trading on a market
financial;
• Offers of securities provided for in Article 81 of the Organization's Uniform Act
for the Harmonization in Africa of Business Law relating to the Law of
commercial companies and economic interest grouping.
Article 12. (1) Without prejudice to other provisions applicable to them,
people making a public offering must first publish and
make available to the public a document intended for their information, bearing
on the content and terms of this public offering as well as on
the organization, financial situation and development of the issuer's activity,
under the conditions provided for by the Commission regulation. Information
given to the public must be accurate, precise and sincere.
(2) The regulations also set the conditions under which the issuer whose
the securities were issued or sold as part of a call for
saving proceeds to saving proceeds to public information. This regulation
also specifies the terms and conditions under which an issuer
may cease to make public offerings.

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(3) The State of Cameroon and subject to reciprocity, the States parties to the treaty
relating to the Organization for the Harmonization in Africa of Business Law,
as well as the international public bodies of which Cameroon makes
part, are exempt from the establishment of an information document.
Article 13. (1) The document intended for the information of the public provided for in articles
85, 86, 825 and 832 of the Uniform Act referred to in Article 12 above is subject to
prior Commission visa.
(2) The Commission may request any explanation or justification, in particular
about the condition, business and results of the issuer. If the transmitter
does not meet the Commission's requests, the latter may refuse his visa.
(3) The Commission shall approve information documents pursuant to Article
90 of the uniform act to the law of commercial companies and grouping
of economic interest and in article 12 above.

CHAPTER IV
FROM THE FINANCIAL MARKETS COMMISSION
Article 14. A Financial Markets Commission is hereby created to oversee
the protection of savings invested in securities and all other
investments giving rise to a public offering. She is additionally loaded
investor information, control of the provision of services
investment and supervision of the proper functioning of the
market provided for in article 24 below.
Article 15. The Commission is chaired by a personality appointed by decree
of the President of the Republic.
Article 16. The Commission is composed of a President and eight members of
Cameroonian nationality, appointed by decree of the President of the Republic,
for a five-year term renewable once, including:
• Two representatives of the Ministry in charge of finance;
• Two qualified personalities, chosen for their competence
legal on the proposal of the Minister in charge of Justice;
• A representative of securities investment companies,
on the proposal of their professional association;
• A representative of companies from credit institutions, on
proposal from their professional association;

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• Two qualified personalities, chosen for their competence
financial, on a joint list drawn up by the Ministry in charge of
finance and professional organizations in the private sector.
• The president's vote is decisive in the event of a tie.
Article 17. The President and the members of the Commission shall inform the latter
as well as the Minister in charge of finance, of any interest held or function
employed in a commercial or financial enterprise with public or private capital.
Failure to comply with these provisions entails the invalidity of the decision to which they
took part.
Article 18. The members, staff and agents of the Commission are
bound by professional secrecy.
Article 19. The Commission shall establish general regulations which are approved by the
Minister in charge of finance and published in the Official Journal. She addresses each
year an activity report to the President of the Republic.
Article 20. (1) For the performance of its mission, the Commission shall take
regulations:
• Concerning the functioning of the markets placed under its control or
prescribing rules of professional practice, management standards,
accounting and reporting obligations;
• Defining the rules of good conduct, the control rules and
inspection and those relating to the compensation scheme or system or
investor protection which is required, where applicable, on individuals
public offering as well as service providers
investment, and the market enterprise;
• Defining the system of public offers.
The Commission may also make regulations concerning assignments
or acquisitions of blocks of securities.
(2) The regulations made by the Commission are published in the Official Journal after
approval by the Ministry in charge of finance.
Article 21. (1) In the exercise of its mission of controlling the proper functioning
financial market, the Commission may:

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• Order and investigate any investigation relating to the progress of negotiations,
public offerings and service providers
investment;
• Suggest to the supervisory authority any modification of the texts concerning
public offering, investment service providers and
the market enterprise;
• Have any document communicated and obtain a copy;
• Convene and hear any person likely to provide him with
information;
• Ask the auditors of companies making public offerings
savings and those of service providers or any other chartered accountant
to carry out any additional analysis or verification that it deems
necessary for the performance of its mission. Costs, fees, and disbursements are
payable by the issuing company or service provider
investment.
(2) The Commission is empowered to receive complaints from any person and
complaints which fall within its competence and to follow up on them
that they require.
(3) The Commission is empowered, for the exercise of its competence, to make
general or individual decisions.
Article 22. (1) The Commission shall adopt its budget annually, which is financed
by fees, royalties and commissions collected in the course of its activities and
if necessary by contributions from the State.
(2) The methods for collecting fees, charges and commissions referred to in
paragraph (1) above are fixed by regulation.
Article 23. The Commission may conclude with the competent authorities
national or foreign, cooperation agreements in matters of investigations,
listing abroad or foreign securities.

CHAPTER V
OF THE SECURITIES MARKET
SECTION I
OF THE MARKET COMPANY

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Article 24. (1) The market company, exclusive concessionaire of the service
public is a legal person having the status of a financial institution and whose
partners are securities investment service providers
movable.
(2) The concession is granted to the market operator after consulting the
Commission.
Article 25. The market undertaking ensures the regular functioning of
negotiations. As such, it sets the rules governing:
• Market access;
• Admission to listing;
• Organization of transactions and markets;
• The suspension of trading in one or more securities;
• Recording and publicity of negotiations;
• Delivery of securities and settlement of funds;
• The conservation of values.
(2) These rules are approved by the Commission and published.
(3) The admission of securities to trading on the market is
decided by the market operator, subject to the right of opposition of the
Commission.
Article 26. (1) After having informed the issuer of a security,
the market undertaking may suspend, for a fixed period and within the
framework of the market for which it is responsible, the negotiation of this transferable security.
It shall inform the Commission thereof. The suspension of trading in a security
movable property may be required, on an exceptional basis, from the
market, by the commission in order to ensure the protection of public savings.
(2) The issuer of a transferable security admitted to the market may request
the market undertaking, the suspension of this security in order to allow
information to the public in satisfactory conditions.
(3) When an exceptional event disrupts the regular operation of the
securities market, the market undertaking may suspend all or
part of the negotiations, for a period not exceeding five (5) days
consecutive. Beyond this period, the suspension is confirmed by decision of
the Commission.

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(4) If the suspension on the securities market has lasted more than five (5)
consecutive days, transactions in progress on the date of suspension may be
cleared and liquidated under the conditions defined by the regulations of the
market.
(5) The delisting of a transferable security is decided by the market undertaking and
confirmed by Commission decision.
Article 27. (1) The negotiation and exchange of securities admitted to
transactions on the market can only be carried out, on pain of nullity, by
a securities investment firm or by a
credit approved to provide the services referred to in article 5 above.
(2) However, the direct sessions of securities admitted to the coast,
carried out between two natural persons for their own account, are not
authorized only after opinion of the market operator.
Securities investment firms and institutions of
credit referred to in paragraph (1) above must be partners of the business of
market. Admission and maintenance as a partner are subject to the
respect for the rules of this market.
SECTION II
OF THE RULES - DELIVERY OF CONSERVATION
Article 28. A specialized department of the market enterprise ensures the
monitoring of positions and margin calls, automatic liquidation of
positions relating to securities. He also supervises traffic
securities between the partners through transfer operations of
account to account and ensures the conservation of these values. Its staff is required
professional secrecy.
The functions of central securities depository and bank
regulation may be entrusted to specialized operators after consulting the
Markets Commission.
Article 29. The partners of the market undertaking complete the entire
obligations arising from the rules relating to payment - delivery, and
transactions recorded for their accounts on behalf of third parties.
The payment of the sums due in this respect cannot be deferred.

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Any contrary clause is deemed unwritten.
Article 30. (1) The contractors on the market and the partners of
the market undertaking provide guarantees in order to cover the positions
taken in the market. These guarantees take the form of restricted deposits.
(2) On automatic liquidation of positions, the ownership of these deposits is
transferred to market partners for settlement of debit balances
recorded of any amount due.
(3) The following cannot claim a right on these deposits:
• The creditors of one of the partners in the settlement mechanisms
delivery ;
• Creditors of a principal;
• Representatives of a principal or a partner of the
market ;
• Judicial representatives.
Article 31. (1) In the event of the opening of bankruptcy proceedings against a
investment service provider or any other event of default of a
provider of investment services, hedges and security deposits
carried out with this service provider and relating to positions taken on the market
by non-defaulting principals, can be transferred to another
investment service provider.
(2) The department responsible for settlement - delivery or, where applicable,
the operator designated for this purpose may also transfer to another
investment services provider the positions registered with the
defaulting service provider on behalf of its principals, as well as
covers and related security deposits.

CHAPTER VI
OFFENSES AND SANCTIONS
Article 32. (1) Without prejudice to the penal sanctions provided for in article 35 above.
below, investment service providers are liable to penalties
administrative due to breaches of their professional obligations
consists in :
• Distort the functioning of the market;

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• Provide an unjustified advantage to people who would not have obtained it
within the normal framework of the market;
• Undermine the equality of information and treatment of investors or
their interests;
• Allow issuers and investors to benefit from practices contrary to
their obligations.
(2) The penalties incurred are as follows:
• The warning ;
• The warning;
• The blame ;
• Suspension for a period not exceeding one year, of all or part of the
investment services, with the exception of strictly
necessary to protect the interests of customers;
• Withdrawal of approval.
(3) The suspension and withdrawal of the authorization are notified to the service provider
investment services and are published in a newspaper
legal announcements.
(4) The decisions of the Commission are subject to appeal before the
Administrative Chamber of the Supreme Court.
Article 33. Withdrawal of the authorization of an investment services provider
may also be pronounced by the Commission, either ex officio or at the
request of the investment services provider, when the latter:
• No longer fulfills the conditions to which the authorization is subject;
• Has not made use of its authorization within a period of twelve months;
• Has not been in business for at least six months.
Article 34. (1) Withdrawal of authorization takes effect at the end of a period
the duration of which is determined by the Commission. During this period,
the securities investment firm:
• Remains subject to control by the Commission;
• Can only carry out operations that are strictly necessary for the clearance of
its investment services and the protection of the interests of its clients;
• Cannot state its status as an investment service provider
that by specifying that its approval is in the process of being withdrawn.

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(2) These obligations also apply to credit institutions with regard to
which concerns the investment services for which they have been approved.
(3) The Commission shall specify by regulation the conditions for the application of this
article.
Article 35. (1) Shall be punished with a fine of 500,000 to 5,000,000 CFA francs,
any natural or legal person who:
• Commits one of the practices defined in article 32 above;
• Provides investment services to third parties as a profession
usual without being authorized to do so;
• Carry out negotiations or exchanges other than those provided for by this
law on securities admitted to trading on a market, without
use an investment service provider;
(2) The accessory penalties provided for in articles 33,34 and 35 of the penal code
may also be pronounced by the competent court.
Article 36. Constitutes insider trading and punishable by imprisonment of six (6)
months to two years and a fine of one (1) to ten (10,000,000) CFA francs on
made :
• For managers of a commercial or industrial company and for
people who, during the exercise of their profession or their
functions, inside information on the situation or prospects of a
issuer whose securities are traded on the market,
carry out or knowingly allow to carry out, directly or by person
interposed, one or more operations before the public is aware
of this information and with the aim of making an undue profit;
• For any person having the opportunity to practice their profession or
of its functions, privileged information on the situation or
outlook for an issuer whose securities are traded on a
market, to communicate them to a third party outside the normal framework of its
profession or functions and with the aim of making an undue profit.

Article 37. Is punishable by imprisonment of six (6) months to two (2) years and
a fine of one (1) million to ten million (10,000,000) CFA francs or
one of these two penalties only, anyone who knowingly broadcasts in
the public from false or misleading information about the situation or
outlook for an issuer whose securities are traded on the

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market, likely to affect the price, or which hinders or attempts to hamper, by
maneuver of any kind, the proper functioning of the market.
Article 38. Ruling on the offenses provided for in Articles 36 and 37, the jurisdiction
competent authority may impose a fine in an amount greater than those provided for
by these texts, up to the deculpation of the profit made. The amount withheld cannot be
lower than said profit.
Article 39. The market operator may refer the matter to the competent court or,
if necessary, become a civil party in any lawsuit brought by the
public prosecutor against any person charged or notified of the offenses
provided for in Articles 36 and 37 above.

CHAPTER VII
TRANSITIONAL AND FINAL PROVISIONS
Article 40. (1)

During the establishment of the market, the Minister responsible for
finances is authorized to institute by regulatory means any structure or
procedure required to start operations.
(2) The structures and procedures referred to in paragraph (1) above are hereby dissolved.
full rights as soon as the market operator and the Commission are set up
provided for by this law and at the latest one year after its promulgation.
Article 41. This

law will be registered and published following the procedure
emergency, then inserted in the Official Journal in French and English.

YAOUNDE, DECEMBER 22, 1999

The president of the Republic
Paul BIYA

