1. What is the current legal landscape for M&A in your jurisdiction?

Cameroon is a member of the Organization for the Harmonization of Business Law in Africa (OHADA), the Economic and Monetary Community of Central Africa (CEMAC) and has signed the Inter-African Conference on Insurance Markets Treaty (the CIMA Treaty or CIMA code to be revised in 2019). As a result, generally, the various laws governing merger and acquisition transactions in Cameroon are:

• The Treaty on the Organisation for the Harmonisation of Business Law in Africa (OHADA) revised in Quebec (Canada) on 17 October 2008.
• The 2014 Uniform Act relating to the Law on Commercial Companies and Economic Interest Groups (AUSCGIE);
• The 2010 Uniform Act on General Commercial Law;
• CIMA code revised in 2019;
• CEMAC Regulation N°06/19-UEAC – 639-CM-33 relating to competition of 07 April 2019 which prohibits all anti-competitive practices resulting from mergers and acquisitions of companies in all sectors of the economy on Community territory. (“The CEMAC Regulation of 07 April 2019”);
• Regulation No. 02/18/CEMAC/UMAC/CM of 21 December 2018 on foreign exchange regulations in CEMAC. (“The CEMAC Regulation of 21 December 2018”);
• Regulation n° 000350 on the procedure for applying the rules on competition of 25 September 2020 (“The CEMAC Regulation of 25 September 2020”);
• Regulation n° 00087/Modifying and Supplementing certain provisions of Regulation N° 000350 of 25 September 2020 on the procedure for applying the rules on competition of 16 March 2022 (“The CEMAC Regulation of 16 March 2022”);
• Implementing Regulation No. 0001/R/SG/IN/LBB/2016 implementing Regulation No. 0007/CIMA/PCMA/CE/2016 of April 08, 2016, amending and supplementing articles 329-3 and 330-2 of the Insurance Code relating to the minimum share capital Public Limited Insurance Companies and the Establishment Fund of Mutual Insurance Companies;
• General Regulations of the Central African Financial Market Supervisory Commission of 23 May 2023;
• The up-to-date General Tax Code;
• Law No. 98/013 of 14 July 1998 on competition, which prohibits all anti-competitive practices resulting from mergers and acquisitions of companies in all sectors of the economy on the national territory (“the 98 Competition Law”);
• Law No 2002-004 of 22 July 2004 (Investment Charter);
• Law No. 2025/015 of 17 December 2025 ratifying Order No. 2025/002 of 18 July 2025 establishing investment incentives in the Republic of Cameroon;
• Law No. 2023/014 of 19 December 2023 on the mining code;
• Law N° 2010/013 of 21 December 2010 governing electronic communications in Cameroon;
• Law No. 2024/017 of 23 December 2024 on the protection of personal data in Cameroon.
• Decree N° 2024/05061/PM of 18 November 2024 laying down the procedures for issuing mining titles, permits and authorizations;
• Order No. 2025/002 of 18 July 2025 establishing investment incentives in the Republic of Cameroon;
• Order n° 0000003/MINCOMMERCE of 16th February 2010 fixing the thresholds, conditions and modalities for the declaration of mergers and acquisitions of companies to the National Competition Commission. (the “Order of 16th February 2010”).

2. What three essential pieces of advice would you give to clients involved in M&A matters?

a. Conduct rigorous and prior due diligence: as a fundamental part of the transaction, due diligence requires an in-depth analysis of financial, tax, legal, operational, social and regulatory (national and regional aspects).

b. Advise the client on the specific regulations applicable in Cameroon depending on the sector of activity (mining, forestry, hydrocarbons, banking, telecommunications), which may require prior ministerial authorisation.

c. Conduct a controlled announcement within the company and have an NDA signed before any sensitive information is disclosed: information leaks, Rumours of a sale may cause concern among your employees, undermine certain clients, strain relationships with suppliers, or give competitors an advantage.

3. What are the greatest threats and opportunities in M&A law in the next 12 months?

The main threat is regulatory blockage. The provisions of the OHADA Uniform Act on commercial company law require compliance with a heavy formalism which, if not properly followed, may render the transaction null and void.

The main opportunities in mergers and acquisitions (M&A) in Cameroon over the next 12 months centre on restructuring :

• In the field of artificial intelligence and the management of personal data : Data management, combined with the widespread adoption of AI, is creating huge market opportunities in Cameroon and across Africa, particularly as the Law No. 2024/017 of 23 December 2024 on the protection of personal data in Cameroon will come into full effect on 23 June 2026 and will impact various aspects of daily life for Cameroonians and foreign investors.
• In the energy sector: The nationalisation of the historic distribution network (formerly ENEO, now SOCADEL) paves the way for new concessions under Public-Private Partnerships (PPPs) for production and network expansion. The challenge of this restructuring involves the technical and financial capacity of the government to revitalize the energy sector.
• In the mining sector: Cameroon is accelerating the exploitation of its resources (iron, rutile, bauxite). The mining market offers significant M&A opportunities through joint ventures and foreign companies acquiring shares in Cameroonian mining firms.
• In the banking sector: The new CEMAC regulation, via COBAC Regulation R-2025/02, raises the minimum capital requirements for credit institutions. For banks, the threshold rises from 10 to 25 billion CFA francs. For financial institutions, it rises from 2 to 4 billion CFA francs. This legal measure could lead to M&A activity.

4. How do you ensure high client satisfaction levels are maintained by your practice?

At SCP Amadagana & Partners, client satisfaction is not measured simply by the closure of a case it is actively managed throughout the entire relationship. Our approach is based on three pillars that we have embedded in the firm’s culture, across all our practice areas, including M&A.

Dedicated teams for each client: Each client is assigned a team specifically assembled to suit the nature and complexity of their transaction. This structure ensures continuity of support, accountability amongst team members and a thorough understanding of the client’s objectives, from the outset of the case through to its conclusion.

Partner availability: We operate on the principle that the involvement of senior partners is not a privilege reserved for the largest mandates. Our partners are directly accessible throughout the life of a transaction — available to answer clients’ questions, anticipate difficulties and provide strategic advice in real time. Our clients are never referred to less experienced contacts when the stakes demand otherwise.

Regular and structured reporting:  We maintain a communication schedule tailored to each client’s preferences. Whether through written reports or scheduled Zoom calls, our clients are always kept informed of the status of their case, upcoming decisions and risks currently being managed.

This combination of proximity, seniority and transparency has enabled us to build lasting relationships and is reflected in a high rate of client retention and referrals across our client base.

5. What technological advancements are reshaping M&A law and how can clients benefit from them?

We are on the edge of an unprecedented age of digital transformation, where technological innovations—such as artificial intelligence (AI) and smart contracts—are profoundly disrupting the corporate legal landscape. The M&A sector is undergoing a profound technological transformation, and SCP Amadagana & Partners has deliberately integrated the most relevant tools into its transactional practice to offer its clients faster, more secure and more transparent processes.

The widespread adoption of digital technologies raises many legal questions, including:

• How can we protect customers’ personal data?
• How can we ensure the security of IT systems against cyber threats?
• How can we manage intellectual property in a digital environment?

To address these challenges, the authorities have implemented new regulations designed to provide a framework for technological innovation and corporate law:

• Law No. 2024/017 of 23 December 2024 on the protection of personal data in Cameroon
• Law No. 2010/012 of December 2, 2010, on cybercrime and cybersecurity; the Electronic Communications Law

The legal framework must adapt to provide appropriate protection for M&A transactions in the field of technological innovation.

Smart contracts generated by artificial intelligence raise questions about the validity, enforceability, and security of digital commitments. Contract law must evolve to regulate these innovations.

SCP Amadagana & Partners supports its clients in adapting the regulatory changes, ensuring that their transactional governance practices are fully compliant with the current legal framework (the confidentiality and security of sensitive data; the security of IT systems).

At SCP Amadagana & Partners, technology has a single objective: to offer our clients a path to a faster, clearer and more secure transaction closure, grounded in the legal and economic realities of the OHADA region.