Corporate & Commercial

Corporate & Commercial Law

Company formation, governance, restructuring and day-to-day commercial counsel under the OHADA Uniform Acts.

Corporate law is the backbone of our practice. We incorporate, structure and advise companies operating in Cameroon and across the CEMAC region, from single-shareholder SARLs to listed groups and foreign subsidiaries. Our work is grounded in the OHADA Uniform Act on Commercial Companies and Economic Interest Groups, and in the practical reality of how registries, banks and regulators actually behave in Douala and Yaoundé.

Corporate governance that survives scrutiny

Good governance rests on four pillars: transparency, accountability, responsibility and fairness. We advise on board composition, the separation of ownership and management, shareholder rights and reserved matters, related-party transactions and financial reporting obligations, so that your governance framework holds up when a lender, an investor or a court examines it.

Distressed transactions and restructuring

A company does not stop facing risk once it is operational. Partnership breakdowns, breach of contract, employment disputes, fraud and unfair competition claims all arrive without warning. We structure transactions to keep them out of court, and where litigation is unavoidable we make sure the paper trail was built to win.

Franchise and licensing

Franchising is a form of licensing, so the franchisor must be able to grant a clean right to operate under its marks. We negotiate royalty percentages, exclusivity, territory and term, and our intellectual property team verifies that every mark, know-how package and software licence in the deal is properly registered and transferable in the OAPI region.

Start-ups and emerging companies

Founders need more than incorporation documents. We help early-stage companies choose a structure that will not have to be unwound at the first funding round, put founder vesting and IP assignment in place, prepare data rooms, and negotiate with investors. We act as a strategic partner from the idea stage through growth.

E-commerce and digital trade

Selling online exposes a business to consumer protection rules, payment regulation, data security obligations and cross-border tax questions all at once. We draft terms of sale, privacy notices and platform agreements, and advise on compliance with Cameroonian electronic commerce and personal data legislation.

How we help — in concrete terms

  • Incorporation of SARL, SA, SAS and branch offices, including RCCM registration
  • Shareholder agreements, joint ventures and economic interest groupings (GIE)
  • Board and general meeting procedure, minutes and corporate secretarial support
  • Mergers, acquisitions, share transfers and legal due diligence
  • Corporate restructuring, capital increases and reductions, and share buy-backs
  • Commercial contracts: supply, distribution, agency, franchise and licensing
  • Standing outside general counsel retainers for companies without in-house lawyers

Do you have a matter in this area?

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A first consultation gives you our view of your legal position, the realistic options with their cost and timeline, and a clear recommendation. If you do not need a lawyer, we will say so.

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