Law and Citizenship Education

Module one

Introduction to law

Nature and scope of law

The word law is very difficult to define. It has been a subject of

controversy amongst great thinkers and scholars. However, they agreed on one
thing that there is no society without law.

Cameroon is a bi-jural sate. This implies that Cameroon have two legal
systems, the common law and civil law. The common law is practiced in the
English speaking Regions of Cameroon and the civil law in the French speaking
Regions of Cameroon.

According to the Black Law Dictionary 6th edition, law is defined as a body
of rules prescribed by a controlling authority, having a binding legal force.

Some schools of thought define law as a rule of human conducts imposed by

a state upon its members and enforce by a court.

For the sake of our studies and to ease understanding, law will be defined as
a set of rules and regulations that governs human conduct in a given society
backed by sanctions.

Characteristics of law (legal rule)

1) Law must possess an obligatory characteristic. This implies that it should

be respected by everybody irrespective of age, sex, and religion.
2) Law must emanate from a constituted authority.
3) Law should aim at doing justice and not injustice.
4) Law should be obeyed by all without exception.
5) Law should be backed by sanction.
Functions of law (importance)

1) Law maintains peace and order in a society.

2) Law resolves or settles social disputes between citizens in a country.
3) Law regulates human conducts in a society.
4) Law act as a standard settling and control mechanism in a society.

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 5) Law defines the right and obligations of citizens in a country.
6) Law structures the organs of government and confesses to them the
power they exercise.
7) Law acts as an instrument of communication and enforcement of social
value.
Question

If law was not created, it could have been invented. Discuss.

Sources of law in Cameroon

1) Constitution
The constitution is the supreme law (highest law of the land) from which other
laws derive their validity. It defines the organs of the state and also the
relationship between these state organs and the citizens. Any other law that is
contrary or inconsistent with the provisions of the constitution shall be null and
void.( The constitution we use today in Cameroon is the 1996 constitution
amended by the 2008 law)
2) Local statute or legislation.
These are laws that emanate from the main legislative aim of the state
(parliament) and other bodies or authorities empowered by the law to do so.
Local statute will therefore include: law, ordinance, decree and administrative
decisions.
3) Customs
A custom is the practice, traditional, believe or way of life of people living
within a given community or society. For a custom to be consider as law in
Cameroon, the custom must fulfill the provisions of section 27 of the southern
Cameroon High court laws of 1955, (27 SCHL 1955),according to this section,
customs is only considered as law if that custom is not repugnant (contrary/
against) to equity, natural justice and good conscience. It goes further to state
that the custom should not be contrary to the policies of the state, must have
existed for a long period of time, observed as upright and accepted by all.
4) Received foreign laws
These are laws inherited from over colonial masters. On the 12 th July 1884 after
the signing of the German Douala treaty between the Cameroonian kings and
German authority, the kings handed over their sovereignty and administration to
the German authority. In 1914 due to the outbreak of WW1, Britain and France
decided to extend the war to Cameroon. At the battle of Mora Germany was
defeated and sent out from Cameroon. The territory at this moment was
administered by Britain and France. The two parties attempted to form a join
administration (condominium) but it failed. In 1916 Cameroon was partition
between the two parties with France taking the lion share 4/5 and Britain 1/5.

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France introduced the civil law system in their own part of the territory which is
practiced till date in the French speaking regions of Cameroon. The British
introduced the common law system in their own part of the territory which is
practiced till date in the English speaking regions of Cameroon.
5) International treaties and conventions
An international treaty is an agreement between two or more states. According
to section 45 of the constitution, all international treaties duly ratify by
parliament shall be enforced in Cameroonian courts. In a situation where a
national law is in conflict with a treaty, the treaty shall override the national
law.
6) Binding precedents or case law
This is a common law doctrine or practice where by decisions of the past cases
are used to deliver a present judgment. This reduces efforts and time and it is
mostly used when both cases have similar material facts.
Question.

State and explain any 4 sources of law in Cameroon

Classifications of Law

There is no precise method in which laws are being classified. For the sake of
our studies and for us to adequately understand the concept of classification,
law will be classified as fellows.

Public V. Private law.

Public law is law that governs the relationship between the citizens and the
state. For example administrative and constitutional law.

Private law on the other side is law that regulates or govern the relationship
among individuals or citizens in a state. For example law of contract, family law
and labour law.

Substantive V. Procedural law

Substantive law is the law that defines the rights and duties or obligation of
citizens within the state while procedural law is the law that gives you the steps
to fellow in court if the rights accorded to you have been violated.

Common V. Civil Law.

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Common law is judge made law. It is laws that was made or develop by the
English judges based on the custom and tradition of the English people.
Common law is largely unwritten and not codified. Common law is practice in
the English speaking Regions of Cameroon. Civil law originated from Ancient
Rome, it is largely written and codified. It is practice in the French speaking
Regions of Cameroon

Civil law V. Criminal law

Civil law is that law enforced by private individuals with the intension to
compensate the injured or aggrieved party while criminal law is law enforced by
the state with the intension of punishing the wrong doer and also to prevent
crimes from being committed in the society.

Domestic, National, Municipal law V. International law

Domestic or municipal law is law that governs people within a given country.
While international law is law that govern or regulate interstate relationship.
Example, maritime law, law on diplomatic relationship, law of aviation etc

JUDICIAL ORGANIZATIONS IN CAMEROON.

The organization and jurisdiction of courts in Cameroon is laid down by law

number 2006/015 of 29 December 2006. In this law, courts have been classified
into three different categories

Category one: courts with original jurisdiction

- Customary courts
- Courts of first instance
- High courts
Category two: courts with appellate jurisdiction

- Court of appeal
- The supreme court
Category three: courts with exceptional jurisdiction

- The military tribunal

- Special criminal court
- Court of impeachment
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Category one

Courts with original jurisdiction

a) The customary court

The customary court is found at the level of an ethnic group or a tribe. Judgment
in a customary court is based on the custom and tradition of the people.

b) The court of first instance( Magistrate court)

According to section 13 on the law of judicial organization, the court of first
instance shall be established in each sub division with it sit at the chief town
of the sub division

Organization of the court of first instance

The court of first instance principally comprises of two sections that is the
bench and the legal department. The bench is headed by the president of the
court and the legal department by the state council.

The jurisdiction of the court of first instance

In criminal matters:

 The court of first instance is competent to trial criminal offences

classified as simple offence or misdemeanor offences
 To hear application for bale lodge by persons detained or charged
with a criminal offence within its jurisdiction
 To trial felonies committed by minors without adult being as co-
offender or accessories.
In civil, commercial and labour matters

 The court of first instance is competent to hear matters when the

amount claim as charges do not exceed ten million FCFA
 It also entertain cases relating to the unquestionable recovery of
debt that do not exceed ten million FCFA

The High court

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According to the 2006 law on judicial organization in Cameroon, the high court
is located at the level of each division. The seat of the curt is found at the
divisional head quarter. The high court is divided into three: the bench, the legal
department and the preliminary investigation department.

Jurisdiction of the High court

In criminal matters

-The high court trial offences classified as felonies and misdemeanors

- It hears and determine applications for bail lodged by person detained

within its jurisdiction.

Civil, labour and commercial matters

The high court suits relating to the status of persons, civil status,
marriage, divorce, filiation, adoption and inheritance.

- The high court also hears civil and commercial matters relating to claims
that exceed ten million FCFA.
- The high court is also competent to hear claims resulting from recovery
of unquestionable debt that do not exceed ten million FCFA
Prerogative writs of the High court

1) Mandamus
It is an order from the high court to a lower court or to a government official to
perform a positive duty, in other words, it is an order from the high court to a
lower court or a government official to do what he was legally required to do by
the law.
2) Prohibition
It is an order from the high court forbidding an inferior court or tribunal for
exceeding its jurisdiction. In other words, it is an order from the high court to a
lower court or government official stopping them from doing what they were
not legally required to do.
3) Habeas corpus
It is an application demanding for an immediate release for someone who has
been illegally detained
4) Certiorari
It is an order coming from the high court to the lower court requesting or
instructing a lower court to submit the file of a particular case for it to be
reviewed.

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Category two
Courts with appellate jurisdiction

The Appeal court

The appeal court is found at the level of each region. The seat of the court is at
the regional head quarter. There are ten appeal court in Cameroon

The jurisdiction of the Appeal court

Listen and determine all appeals coming from lower courts

The Supreme Court

The Supreme Court is considered as the highest court of the land. It is found at
the chief town of the country (Yaoundé). The Supreme Court has three main
benches: The administrative, judicial and the audit benches.

1) The administrative bench

This bench is in charge of judging all administrative dispute and those involving
public authorities
2) Judicial bench
They are in charge of giving final judgment to all the appeals coming
from the ten appeal courts
3) The audit bench
It in charge of controlling and rolling on all public and para-public
affairs

Courts with exceptional jurisdictions

-The military tribunal

-The special criminal court
-The court of impeachment

Personnel of the court and their functions

Function of a judge

- He has the duty to render justice and to do so with impartiality

- He is also in charge of settling dispute and rendering judgment in a given
case
- He chairs and takes records in all proceedings

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 - He also have the duty to prevent the commission of crimes in a society
In discharging the above functions, the judge is expected to be neutral,
impartial and his judgment must be subjected to the law and his conscience

Function of the court registrar

-He is the custodian of all originals of court judgments

- He or she takes down minutes in courts during courts sessions

- He or She keeps and preserve exhibit tendered before the court

- He or She plays the role of the store accountant by receiving payments on

behave of the court.

-He or She call up cases from the case list

Function of the Bailiff

-He is a process saver

- He ensures that court judgements are well executed
-He carries out auction sales of seized properties in the pub
Function of the Lawyer

-They act as advisers to their clients

-They represent their clients in court
-They ensure that judgment passed in favour of their client is well
executed
-They receive payment on behalf of their client
-They carry out legal drafting for their client
Function of the judicial police

- They auxiliary of the state council

- They investigate offenses
- They collect evidences
- The identify and bring offender before the state council
- They also play the role of a process saver like the bailiff
- They receive complains from the general public

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 Module two

CONTRACT LAW
A contract can simply be defined as a legal binding agreement between two or
more persons enforceable by the court or creating rights and obligations.
For a valid contract to be established, there are some vital elements that must be
presence. These elements are:
• Offer
• Acceptance
• Consideration
• Intention to create legal relationship
• Capacity
• Legality
• Consent
• Possibility of performance

Offer
An offer is the willingness to enter into a contract. The person who makes an
offer is called an offeror. An offer must be communicated, clear and must be
distinguished from an invitation to treat.
An invitation to treat is a call for someone to make an offer
How can an offer be terminated
An offer can be terminated in various ways
• Revocation: the person making an offer can at any point in time withdraw
the offer. This implies that the offer has been revoked.
• Laps of time: an offer will expire at the end of the time limit for which
the offer was made.

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 • Death of the offree
• Acceptance
• Counter offer
Acceptance
Acceptance of an offer is the unconditional agreement to all the terms of an
offer. In other words it can be said to be the willingness to be bound by the
terms of an offer. Acceptance can be made orally, in writing or by conduct of
the offeree. Silence in law is always interpreted as acceptance. The person
who accept an offer is called the offeree
Characteristics of acceptance
• Acceptance must be unconditional
• Acceptance must be communicated
CONSIDERATION
Consideration is the price of the contract. There are two types of
considerations. Executed and executory consideration. Executed
consideration is consideration that has been fulfilled while the executory
is a promise to be fulfilled in the future
CAPACITY
For a contract to be valid, the contracting parties must be of required age
and of sound mind. This implies that, minors are not allowed to contract.
However, there are certain types of contract in which if minors engage in
them, they will be considered as valid. These contracts are called contract
of necessaries. Necessaries are goods that are considered to be valuable to
the wellbeing of the minor
LEGALITY
For a contract to be valid, the subject matter of the contract must be valid
before the law.
CONSENT
For a contract to be valid, the contracting parties must freely express their
mind free from duress and undue influence
POSSIBILITY OF PERFORMANCE

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 Here, contracting parties should be able to discharge their obligations as
stated in the contract
CLASSIFICATION OF CONTRACTS
• BILATERAL CONTRACTS
These are contract that involve only two persons
• Multilateral contract: these are contract that involve more than two
persons.
• UNILATERAL CONTRACTS: These are contract that involve only
one party
• Void contract: this is a contract in which neither party can recover
from another
• VOIDABLE CONTRACT: This is a contract in which one of the
contracting parties have the option either to avoid the legal
relationship created by the contract or validate the contract by
ratification.
• Unenforceable contract: these are valid contracts that cannot be
enforced by the court because they lack some technical requirements.
VITIATING ELEMENTS OF A CONTRACT
These are elements that can transform a contract from valid to an invalid
contract. A contract may meet the necessary formation requirements of offer
acceptance, consideration etc. but still not binding because of some other
necessary factors. These factors invalidate the contract and are termed vitiating
elements. They include:
Misrepresentation; it is a false statement of fact which induce the other party
to enter into a contract. The statement made may be oral, written or by conduct.
Misrepresentation can be classified under fraudulent, negligent and innocent
misrepresentation
Mistakes: These are common errors in a contract. There are two types of
mistakes; common mistakes and unilateral mistakes. Common mistakes is a
situation where both parties make the same errors
Duress: this is when threat and violence is used on someone to enter into a
contract

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Undue influence: this is influence that denote excessive pressure which does
not give opportunity to the other party to act independently
Illegality: a contract can be illegal because of its purpose or the subject matter
of the contract is not recognize by the law

PRIVITY OF CONTACT
The principle of privity of contract states that, a party who was not part of the
contract cannot sue or be sued in a contract
BREACH OF CONTRACT
A contract is breached if one of the party breakes one or more of the terms of
the contract or indicate in advance that he does not entail to perform the
contract.
We can also say that a breach of contract is where one party fails to perform its
own part of the obligation as was stated in the contract. When one party suffers
from a bridge of contract from the other party, the party who suffers (the injured
party) is exposed to a lot of remedies
Remedies of breach of contract
Payment for damages: These are monetary compensations aimed at putting the
injured party in the position that they would have been if the breach had not
occurred.
Damages are of two types; specific and general damages.
Specific damages are damages that have monetary values while general
damages are damages that cannot be equated to monetary value. For example
psychological trauma and emotional stress
Specific performance: it is an order from the court requesting one party to a
contract to perform his own part of the obligation as was stated in the contract.
Injunction: It is order from the court preventing one party from doing
something
Discharge of a contract (termination of a contract)
A contract can be discharged or terminated in the following ways:
By agreement: what was agreed by parties can be set aside by the parties
themselves by ways of mutual agreement

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By performance: this is when each of the parties to the contract has carried out
what he or she was supposed to do.
By breach: a contract is said to be breach if one party to a contract fails to
perform its own part of the obligation
By frustration (act of God or force majeure): a contract may come to an end
by no fault from the parties but by happening beyond their reasonable
contemplation or understanding which prevented them from performance e.g.
rain thunder wind landslide etc.
By operation of the law: when we talk of a contract coming to an end or
discharged by the law, we mean dead of one of the contracting party and lapse
of time.

Module three

LAW OF TORT
A tort can simply be define as a wrong for which the victims entitled to a
redress

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Liability in tort arises from the breach of a duty fix by law which is repressible
by an action for damages.
SPECIFIC TORT
Defamation: It is the publication of a statement which tends to lower or reduce
the reputation of somebody in the eyes of right thinking person of the society,
who might as a result of the statement turn to avoid the company of the defamed
person.
For defamation to arise, the statement published must:
• Lower the reputation of the defamed person in the eyes of right thinking
persons in the society.
• Cause such persons to avoid the defamed person
TYPES OF DEFAMATION
Libel: This is a defamatory statement made in a permanent form e.g. can be in
the form of a picture, cartoon exposed to view
Slander: this is a defamatory statement made by way of spoken words or
gesture.
The different between a libel and a slander is that a libel appeals to the eye
while a slander appeals to the ear
NUISANCE
Nuisance can be described as disturbance of quiet enjoyment. Nuisance will
constitute offensive smells from premises use for keeping animals, noise from
industrial installation. For something to be consider as nuisance, it must have
been consistence for a long period of time. There are two types of nuisance:
public and private nuisance.
Public nuisance: this is nuisance that affect the entire public or community and
only a collective action can sue against this type of nuisance.
Private nuisance: this nuisance affecting a private individual and only that
individual can sue for this type of nuisance.
Trespass: Trespass involves injury cause on land, property and persons. Here
we shall focus on injuries cause on persons.
Battery: It is the intentional application of force on the body of another person

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Assault: it is the act of the defendant that put the plaintive in an atmosphere of
fear
Force imprisonment: It is the unlawful infliction of bodily restrain of a person
Negligence: it is a breach of a duty of care. For negligence to be actionable in
law, the plaintive must proof the following:
That the defendant owes him a duty of care
The defendant was in breach of this duty
As a result of the breach, the plaintive suffer some damages
GENERAL DEFENCES TO LIABILITY IN TORT
• Volenti nonfat injuria( consent); A defendant in a tort action may claim
that the plaintive concerted to the act which cause him the harm h is
complaining against example, a patient who consented to a lawful
surgical operation will not succeed in an action in tort because the doctor
will raise the defend of consent.
• Mistakes: a mistake is not a general defense to a liability in tort. It can
only be a defense if the defendant can proof that any other person face
with the same situation would have acted in the same way or done the
same thing like he did. When we talk about mistakes, we are talking
about mistakes to certain fact and not mistakes relating to law. This
because ignorant to the law is not an excuse.
Mistakes therefore here will mean a reasonable man would have done the
same
• Act of God( False majeur): the defendant can rely on this defend if he can
proof that the harm cause by him to the plaintive come as a result of
natural causes without any human intervention.
• Act of necessity: this can be a defense provided It does not arise because
of the defendant negligence. For example pulling down a house on fire to
prevent the fire from spreading to a neighboring property is an act of
necessity.
• Respect of statutory authority: the law may authorize an act which will
constitute a tort. Any plaintive who brings an action in this wise will fail
because the defendant was acting or authorize by law.

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Module four

Criminal law
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Criminal law, is law which is mostly enforced by the state. Criminal law deals
with offences committed against the state.

A crime in criminal law may be define as a legal wrong that can be followed by
criminal proceedings which may result to punishment of the offender. An
offence can be an act or an omission considered contrary to the societal or
community norms. The state is under a duty to prosecute in criminal matters.
This is done by the legal department which is headed by the State Counsel. In
criminal actions, prosecution is done in the name of the people of Cameroon.

Classification of offences

According to section 21 of the Cameroon penal code, offences have been

classified into three basic categories:

 Felony
 Misdemeanor
 Simple offence

Felony:

According to section 21(1) (a) of the Cameroon Penal Code (PC) a felony shall
mean any offence punishable with death or with loss of liberty for a maximum
of more than ten years. Example of offences that can fall under felony are
murder, rape and aggravated theft. In summary felony constitute the highest
offence in Cameroon.

Misdemeanor:

According to section 21(1) (b) of the Cameroon Penal Code a misdemeanor

shall mean an offence punishable with loss of liberty or fine, whereas the loss of
liberty shall be for more than ten days but not for more than ten years and the
fine more than twenty five thousands francs. An example of such offence is
theft. It is the second highest criminal offence in Cameroon.

Simple offence:

This shall mean an offence punishable with imprisonment up to ten days with a
fine a fine up to 25000 FRS. Example may include indecent exposure.

Criminal Liability or Responsibility.

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Section 74(1) of the Cameroon penal code, state that no penalty may be
imposed on an individual, except the individual is criminally responsible.

Therefore for criminal responsibility to arise the Actus Reus (material

elements) and the Mens Rea (mental elements) must be present. The material
elements may consist of physical acts, for example

 A slap
 Omission where there was a legal duty to act

And the Means Rea constitute the intension to commit the offence.

Parties in an offence

 Principal offender: The principal offender is the person who does or

commit the act.
 Co-offender. A co-offender is one who participated in the commission of
an offence.
 Accessory: Accessory are those who facilitate, aid or help in the
commission of an offence. There are two types of accessories. Accessory
before and after the commission of an offence.

General defenses to Criminal Responsibility

Defenses are elements or factor that can exonerates someone from criminal
responsibility or liability.

 Insanity (section 78 of the penal code). This section states that no

criminal responsibility shall arise from an act or omission of a person
suffering from mental illness or mental disorder.
 Intoxication. Intoxication here may refer to act committed as a result of
drunkenness or drugs.
 Infancy or minority ie children below age. No criminal responsibility
shall arise from the act or omission committed by a person aged less than
years.
 Respect of lawful authority (section 82) and obedience of the law.
 Lawful defense (Section 84). This refers to self-defense or defense of
one’s property. It is an absolute defense, provided the force used is
proportionate to the attack.
 Provocations (section 85). This is a situation where the defendant is
unlawfully provoked in the presence of his wife, children, or siblings.
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  Sate of necessity. This a situation or circumstance where someone is
compelled to act even unlawfully in order to prevent a greater harm or
danger.

Module five

LABOUR LAW
GENERAL INTRODUCTION
History Evolution of Cameroon Labour Legislation
During the colonial era, Cameroon workers were given by the colonial Labour
Code, which was known mainly to the colonial masters. After independence
Cameroon continue to use the colonial Labour Code from France and Britain.
However, the situation changes in 1967 when Cameroon enacted his own
Labour code.
Cameroon Labour Code since Independence
 Cameroon Labour codes since independence are;
 The federal code of 1967 created by Law No 67 of 12/06/67
 The unitary Labour code of 1974 created by Law No 74/14 of 27/03/74
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  The enterprise oriented Labour code created in 1992 by law No 92/007 of
14/08/92
The unitary Labour Code was worker oriented for it protected the
workers from hard dubious employers; while the enterprise oriented Labour
code demanded that contracting parties should freely negotiate the terms of their
contract.

Sources of Labour law in Cameroon

Labour law in Cameroon can be trace from both internal and external sources.
Internal sources
1 The constitution
The preamble of the 1996 constitution is to effect that every Cameroon citizen
has a right to work.
2 Statute or legislation
Statutory Law is law emanating from Parliament in relating to labour
relationship. In our situation at hand we shall be making references to the 1992
labour code enacted by parliament to regulate labour relationship in Cameroon
3 Internal rules and regulations of companies
These are set of rules and regulations laid down by management relating to the
organization work, discipline, hygiene and safety necessary for a smooth
functioning of the establishment.
External sources
1 International convention
This is a text prescribe by the international labour organization(ILO)to regulate
labour relationship within member states who are signatories to the convention
and have undergone ratification of the said convention .

Labour code
Section 1 of the Labour code states that the labour code shall govern relation
between wage earners and employers, and as well between employers and
apprentice under the supervision or authorities of the master.

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Categories of workers governed by the labour code
 Workers of private companies
 Workers of para public companies
 State agents
 Public contract workers
Categories of workers not governed by the labour code
 Civil servants of public service
 Workers of the legal department
 Servicemen
 Workers of the Armed Force and the National Security
 Workers of the Penitentiary Administration and auxiliary staff.

Contract of employment
This refers to an agreement between the employer and the employee whereby
the employee willfully accept to place or put his gainful services under the
control and supervision of the employer in return for wages or salary. The two
parties involve in a contract of employment are
a. The employee or the worker
b. The employer
Types of Contracts of Employment
There are two main types of contracts of employment, namely; contracts of
specified duration and contracts of unspecified duration. Besides these two,
there exist other forms of employment contracts some of which we are going to
examine below.
1. Contracts of Specified Duration
In labour law, a contract of specified duration is one of fixed and defined tenure.
In other words, these are contracts whose duration is pre-determined in advance
by the parties themselves. Section 25(1 a) of the labour code defines contracts
of specified duration as a contract whose termination is fixed in advance by
both parties. According to the code, a contract of fixed duration may not be

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concluded for a duration of more than (2) two years renewable once. This
implies that, a contract of fixed duration has a maximum duration of four years
and any second renewal of the contract automatically converts it to a contract of
unspecified duration (section 25(3)). Contracts of specified duration do not
require notice before termination given that the parties had already decided on
the duration of their contract and any further notice might just be considered
superfluous. The termination of such a contract depends on the expressed
intention of the parties, the performance of a specified activity or the occurrence
of an event so stated in the contract. Therefore, a contract of employment of
specified duration may not be terminated prior to its expiry except in the case of
gross misconduct, force majeure, or by the written consent of both parties
(section 38).

2. Contracts of Unspecified Duration

A contract of unspecified duration is defined by section 25 (b) of the code as a
contract whose termination is not fixed in advance. These types of contract are
very common and by law, they are meant to last till the worker attains the age of
retirement. However, this does not mean that contracts of unspecified duration
are permanent and interminable for by virtue of section 25 (b) of the code, this
kind of contract can be terminated legitimately at any time by either of the
parties provided he/she provides notice of such termination. This notice of
termination must be in writing, stating the reasons for such termination; if it is
from the employer, these reasons must be well justified. During the period of
notice of termination, both parties must respect contractual obligations as before
and in addition to this, the worker shall be allowed one day off each week (with
pay) for the purpose of seeking other employment and paid for these days off
(section 34). However, a contract of unspecified duration can be terminated
without notice in case of gross misconduct, force majeure (unforeseen
circumstances) or pregnancy (section 84).

Other Forms of Contract of Employment

The 1992 labour code of Cameroon identifies other forms of labour contracts
besides that of specified and unspecified duration. Section 25(4) of the labour
code recognizes occasional, temporal contracts,and seasonal contracts under
which certain workers may be recruited as employees. Such employments are
mainly dictated by the unexpected developments in the industry or enterprise.

a) Temporal contracts: It is an employment contract aimed at replacing a

worker who is absent, or whose contract has been suspended, or for the
realization of a given task for a period of time. According to article 5(2) of
ministerial order 37 governing these contracts, temporary contracts may not be

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concluded for a period exceeding from one day to 15 days or may they be
renewable more than once i.e. it has a minimum of one day, and a maximum of
30 days.
b) Occasional contracts: This is an employment contract aimed at executing
some improvised activities in the enterprise e.g. urgent repairs to avoid
accidents. Its duration is not above 15 (fifteen) days.

c) Seasonal contracts: These contracts are mostly practiced in agricultural and

other harvesting units of the country. It is dependent on climates of the year. It
should not exceed 6 (six) months.

According to article 7(1) of Law No 93/577/P19 of July 1993 seasonal,

temporary and occasional jobs which extend beyond their legal tenure without
termination will become converted to contracts of unspecified duration.
However, the termination and subsequent recruitment of a seasonal worker will
not make his contract that of a specified duration. In the case of P and T
Delegation Buea v Abah Aleh Martin, it was thus held that a worker who was
recruited to work from 1/7/94 to 30/9/94 was a seasonal worker. The court of
appeal Buea came to this conclusion because there was evidence to prove that,
there was a yearly provision being made for the recruitment of seasonal workers
in this institution. A similar situation was seen in the case of Lay Private
Education v Ebede Patrick Agi where it was held that a seasonal worker who
was recruited and terminated before being re-employed on a permanent basis
could not consider the period of temporal work in the calculation of general
damages for the wrongful termination of employment

Question
Mr koffi was a worker of SEFACAM company Ltd since October 1989. On the
19th December 2010 he absented from work in other to attain a trade union
meeting of which he was the president. Upon his return to work on the 20 th
December 2010 he was served a letter terminating his contract of employment.
He collapsed and was hospitalized for 1week. After recovery he complaint to
the court of first instance clamming 10000000 FRS as demages for what he
describe as wrongful termination of contract.
Work required
1. Identify and define the type of employment contract between Mr. Koffi
and the company.
2. Do you agree with Mr Koffi was wrongful. Justify your answer
23
 3. State two rights that Koffi is entitled to as a worker
4. Is Koffi right to complain to the court of first instance?
5. State the type of conflict between Koffi and SEFACAM Company
limited. Define it.
Terms of contract of employment
Contracts of employment by their nature must contain terms specifying points
on which parties have agreed to work. So long as these terms exist, it really
does not matter whether they are made orally by conduct or by writing. In
general terms of a contract are both a function of statute and contract of
employment itself. Terms of employment can either be express and implied.
Express term.
This refers to hose specifications or stipulations agreed upon by the employers
and the workers or employee during the negotiation of the contract. These terms
are usually in written form.
Implied terms.
These are terms incorporated into a contract by law although the parties have
not expressly agreed on them. Statute like the labour code and common law
may create obligations that would be implied on the parties.

Duties of the Employer

An employment contract is one of mutual rights and obligations between the
employer and worker. According to sections 1(1) and 23 of the labour code, the
employer has not only has managerial powers but is also vested with specific
responsibilities without which it is literally impossible to claim employment.
The responsibilities/ duties of the employer in the most part translate into the
rights of the workers which the employer has a responsibility at both statutory
and common law levels to respect.

1. Duty to Pay Wages

Sections 1(1) and 23(1) of the labour code define employment in terms of
service of the worker in return for remuneration from the employer. This

24
implies that the wage is the employer’s consideration for the services of the
worker. Moreover section 69 of the code provides that wages shall be payable in
“legal tender” only any other form of payment is unlawful and liable to render
the employment “null and void”. Therefore, employment which is paid for in
kind or not paid for at all is not lawful.

It is generally encouraged to specify payments in labour contracts but where

there is none, reference shall be made to the payment in similar jobs. In any
case the code specifies the minimum wage in Cameroon as 28 000frs/ month.
This implies that any wage below this is tantamount to “forced labour and debt
bondage” and thus contrary to the international labour organization convention.
See convention number 131 of the ILO.

Wages can also be negotiated through collective agreements; these collective

agreements can also take precedence where no wage was initially fixed, taking
precedence over any wage in the employer’s enterprise. This principle was
affirmed by the South West Court of Appeal in Societe UCB v Allianhu Fidelle
when the court enforced the wage specified in the collective convention above
that specified in the employment contract.

2. Duty to Provide Work

Section 61(1) of the Labour code relates wages to “work done or to be done or
services rendered or to be rendered”. This means the employer has a duty to
provide work as long as the worker is being paid though it in no way suggests
that the employer is compelled to so. The Supreme Court suggests in the case of
Lacore Jean v Alubassa that there could be an obligation to provide work to a
worker which is normally suspended during the period of leave. This implies
the obvious principle that employment subsists even during the period of leave
thus a worker who timed his resignation during his period of leave is perfectly
right to do so. However, the position is different in piece contracts, the
employer has an obligation to give the worker sufficient work to enable him
earn a wage similar to workers paid on a unit time basis in equivalent
employment (Section 63). Another situation where the employer is obliged to
provide work is where the opportunity to work is an essential feature of the
contract because of the possibility of loss of reputation due to inactivity.

With respect to how much time a worker can spend working in public and
private agricultural/non-agricultural enterprises, there exists statutory
limitations probably to protect the overall health of the workers (though not
expressly stated as such in the labour code). Thus section 80 of the labour code
which mandatorily limits the working period to 40hours/week in non-
agricultural establishments thus making it 8 hours per day for an official 5 days
working week and 6.6 hours per day if the working week is 6 days (S 80(1). On

25
the other hand, S 80(2) limits the working hours in non-agricultural
establishments to 2400 hours/year still calculated to be 48 hours/week at most.
It is important to note that both conditions, reflect government policy and
cannot be subverted or modified by employment contracts offering less
favorable conditions. This principle is reflected in the case of Enongene
Williams v University of Buea where the Margistrate Court in Kumba awarded
special damages to the plaintiff to cover the extra hours he had worked in excess
of the statutory prescribed period. This decision was awarded even though the
court dismissed the plaintiff’s other claim of wrongful dismissal as lacking in
merit.

3. Rest Periods
Rest periods refers to specific intervals where worker is interrupted so that the
worker may use his time as he wills and he must not remain at the place of
work. This is one of the implied terms of an employment contract which cannot
be modified even by the employment contract between the parties. [BY THIS,
IS A WORKER OBLIGED TO WORK DURING PUBLIC HOLIDAYS?] Rest
periods may be weekly and yearly.
With regards to weekly rests, the traditional practice is that a worker is entitled
to one day in a seven day week (generally on Sunday). Section 88 makes this
provision compulsory and not open to modifications even with a compensatory
allowance. Though it appears so strict and inflexible, this provision can
however be modified in relation to the job, e.g. jobs providing security and
health services (see S.88 (2)) and in such cases, compensatory allowance on a
Sunday or public holiday will not be a violation of the law.

Yearly rests are often illustrated in the form of leaves. Every worker (after
working for defined periods) is entitled to a leave for a specific period with full
pay. The employer is obliged to provide such paid leaves “at the rate of one and
a half working days for each month of actual service” (section 88(1)). This is
however, the most minimum condition; the employer and employee could
negotiate and agree on better leave conditions. Leaves are calculated on yearly
basis thus implying that a worker who has put in a year of continuous service is
entitled to an annual leave of at least 18 days. This calculation takes into
consideration periods when the worker was absent from work due to industrial
accident or sickness endorsed by a medical practitioner approved by the
employer. However in calculating the leave, periods of absence for sickness are
limited to a period of 6 months. Section 89(4) provides that workers are entitled
to a maximum of 10 days special leave for family events directly concerning
their homes such as the death of a family member. Being Africans we naturally
face problems with who constitutes “family”.

26
Except for maternity leaves (s. 90(2)), the right to a workers’ paid leave shall
not be taken in an arbitrary and disorderly manner. Thus in the case of Hannah
Nganje v University of Buea , a worker who after applying for leave took off
without waiting for the employer’s approval was held by the Buea High Court
to have acted unreasonably and this acted as the ground for the dismissal of her
case of wrongful termination.

4. Duty to Provide a Safe Working Environment

Section 95(1) sets high standards for hygiene and safety in Cameroonian work
places. Section 95 (2) specifically states that: “occupational health and safety
conditions shall be determined by orders of the minister of labour issued after
consultation with the National Occupational Health and Safety Commission”.
This section further provides that this hygiene and safety standards should be in
conformity with those of the ILO and other internationally recognized foreign
bodies. Although not specifically indicated, it can rightly be considered that
these hygiene and safety standards follow those enunciated in the celebrated
English case of Wilson & Clyde Co Ltd v English which provides that employer
has the duty to provide safe machinery, safe working systems and reasonable
staff. These three elements were upheld in the case of CDC v Akem Benbella
where it was held that the employer owes a duty of care to his worker and that
this duty requires “reasonable care to provide proper alliances and to maintain
them in proper condition and to carry out his operations in a way which doesn’t
subject those employed to unnecessary risk”. Thus in the CDC case, the court
held the CDC liable for not providing the respondent with the appropriate
weapons to ward off an attack of the nature they were exposed to.
[WHAT IF AN EMPLOYEE’S PROPERTY WAS STOLEN WHILE AT WORK;
IS THE EMPLOYER LIABLE?]

5. Duty to Provide Workers Certificate of Service

The employer has a duty to issue a certificate of service to a departing worker (s
44(1)). Though not specific on the format of this certificate, the code
nevertheless provides that the certificate contain information relating to the
workers date of recruitment and departure, previous positions held with dates,
etc. However, section 44 provides that no worker should make mention of the
reason for the termination of the employment. [WHAT DO YOU THINK OF
THIS PROVISION?].
An employer who fails to provide a worker a certificate of service as prescribed
will be held liable under section 167 (1) of the labour code, to the payment of a
fine from 100 000frs to 1000 000frs. In the case of Enongene Williams v
University of Buea, a security officer who was dismissed due to negligence in
performing his duties by the university was awarded general damages on
grounds that he was not issued a certificate of service. Although, his main claim
was for wrongful termination, the court nevertheless held the University of

27
Buea liable under s. 44. This issue was also seen in the case of Ndongo Fred
Ebanja v The Chambers of Agriculture, where the Buea High Court condemned
the attitude of employers for treating s. 44 of the code “as if it is optional and
they have a discretion to deliver or not to deliver” and categorically noted that
“section 44 is not a suggestion but a commandment which is a fundamental
right of the employee”. Thus the plaintiff was awarded 1million francs in
damages. These decisions however appear to contrary to section 167 (1) which
stipulates fines and not damages for a violation of s. 44. Thus the cases of
SONEL v Menu Daho and that of Offa Enow v CDC can be considered right in
this respect because they held the defendants liable in fines payable to the state
treasury. Even at that, it is not rare for a labour court to still award some form of
compensation to the departing worker as done in the Ndongo Fred Ebanja case.
This compensation is not illegitimate as it falls within the powers of the Labour
code to grant special damages to an aggrieved party. This is especially so if the
non-issuance of a certificate of service has cause prejudice to the worker (for
instance, the worker has missed a job opportunity because of the absence of the
certificate) - Section 39 (4).
6. Duty to register the employee with the National Social Insurance
Fund.(NSIF)

Duties of the Worker

1. The employee has the duty to obey reasonable instructions from the
employer. The employer has the right to instruct the worker on how to
perform his duties with the contract of employment. The worker may thus
be personally liable for any loss or damage caused by his failure to obey
the employer’s instructions or orders
2. Duty to care for the working tool.
3. The workers has the duty to use due skill and diligence required of his
status in the course of performing his duties.
4. He has the duty to communicate any success or difficulties encountered
in the performances of his duties.
5. The worker has the duty to do any work or services forming part of his
civic obligation e.g participating in clean-up campaigns.
6. The worker has to be honest in all his activities and ensure there is no
conflict of interest between him and his employer.

The Trial Period (Probation)

When a contract of employment has been concluded, it does not immediately
become permanent. The employee needs to familiarize himself with the job at
hand and the employer needs to assess the worker to see if he can do the job at
hand. In effect some trial period maybe required prior to his singing of a
permanent contract.

28
As per Section 28 of the Labour Code, any engagement for probationary hiring
must be made in writing and the duration for such trial period may not exceed
six month including any renewal, except in the case of supervisory and
managerial staff for whom the duration may be extended to eight months.

If at the end of the trial period the contract is not renewed or terminated but
working relations continued between the parties, then it shall be regarded that
the parties have entered into a contract of unspecified duration taking effect
from the beginning of the trial period.During the trial period the worker and the
employer has the right to terminate the contract without notice. Also during
probation, the worker is placed on his rightful category and is paid wages
commensurate to that category
WORKING HOURS

a) Hours of work
Statutory hours of work in all public and private non-agricultural establishments
may not exceed 40 hours per week. In all agricultural and related
establishments, the hours of work shall be based on a total of 2400 hours per
year, within the maximum limits of forty eight hours per week. For more details
see section 80

b) Night work
Any work done between ten p.m. and six a.m. shall be considered as night
work. The rest period for women and children shall not be less than 12
consecutive hours. Night work in industries shall be prohibited for women and
children, except for women with executive duties or services not including
manual labour. See section 81

c) Weekly rest
Weekly rest shall be compulsory. It shall consist of at least 244 consecutive
hours each week. Such rest shall fall as a rule on Sundays and may not be
replaced under no circumstances by a compensatory allowance.

d) Leave
This is a period given to a worker or workman to stay away from work either to
have a rest or to solve some pressing personal problems relating to him.

Types of workers leave

 Annual leave
 Special leave of absence
 Maternity leave granted to pregnant women
29
  Unpaid leave or absence (study leave)

Annual leave or vacation leave

This is leave granted to a workman or a worker after 1year of effective service
in which a vocation allowance is paid to him on the eve of his departure on
leave. The purposes for annual leave is to enable a workman have a rest. For
calculation of annual leave see section 89 of the labour code.

Special leave of absence

Section 94(4) of the labour code define special leave of absence as leave given
to or granted a worker with a maximum of 10days deducted from annual leave
on an occasion of a family problem directly concerning him or her.

Characteristic of special leave

 The maximum duration for special leave is ten days
 It must not be deducted from annual leave
 It is payable
 If it exceeds ten days the extra days are going to be deducted from annual
leave.
The purpose for granting workers with special leave is for them to solve family
issues relating to marriage, birth, death, and illness.
Unpaid leave of absence (study leave)
Section 91 of the labour code requires that a worker or an apprentice can be
granted an upaid leave of absence whose duration shall not be more than 18
working days. This must not be deducted from the annual leave and should be
exclusively for the workers education.
Maternity leave granted to pregnant women
This is a period of 14 weeks of absence granted to a pregnant woman. Section
84(1) of the labour code states that any pregnant woman, shall be entitled to
maternity leave of 14 weeks. However and additional 6 weeks can be given in
case of complications during delivery purely approved by a medical practitioner
or doctor. If the leave ends when she has not put to bed, the leave will be
extended up till when she puts to bed. Section 85 goes ahead to give the woman
1 hour of break every day to breast feed the baby.
WAGES
Wages can be defined as remuneration or earnings received by workers as a
reward for work done, fixed by mutual agreement and capable of being

30
evaluated in terms of money. In other words, wages are reward to labour.
Wages can be expressed in two ways:
 Money wage and
 Real wage
Money wage is the total sum of money received by a worker as a reward for
work done or services rendered. Real wage is the total amount of goods and
service that the worker buys with the money

i) Principles governing payment of wages

There must be social justice in the payment of wages. The same wages must be
paid to workers of the same type of work and qualification inspective of sex,
age, status or religion
Payment must be made only for work done or services rendered. An absentee
worker is not entitled to wages.

There are two methods of calculating payment of wages: the piece rate and the
time rate
The piece rate is when the method of rewarding the work done is based on the
result achieved.

Time rate is when the method of rewarding the work done is based on the length
of time for which the worker is under the effective control of the employer.

ii) Mode of payment of wages

Wages are paid in legal tender. Legal tender is anything recognized by law
which is accepted as a medium of exchange for goods and services within a
community or state e.g. the CFA franc in Cameroon. Wages are paid at regular
intervals not exceeding fifteen days in the case of workers engaged hourly and
one month for workers paid at the end of the month. Monthly paid workers can
ask for half of their wages after fifteen working days, and the rest at the end of
the month. Monthly payments shall be made not later than eight days following
the end of the month. The worker is issued a pay slip as evidence of payment.

Wages shall be paid only on working days at or near the work place. Wages
may not be paid in the public house or in a shop or store except in the case of
workers who are normally employed there.

iii) Deductions from wages

According to Section 75 of the Labour Code apart from compulsory levies, or
reimbursement of the value of any facility provided to the worker by the

31
employer, no deductions from a worker’s wages shall be permissible safe in the
following circumstances:
 Where there is a court of attachment
 For trade union contributions of the workers
 Repayment of cash advances made to the worker by the employer
 Contributions to a friendly society instituted by the law
 Payment of taxes and contributions to the National Social Insurance Fund

iv) Extra Wages to Work

Apart from the monthly wage of the worker, his monthly pay package may be
increased because of the following items:

a) Seniority bonuses: This is bonus paid to workers for their length of service
in an establishment. A work starts enjoying this bonus after two consecutive
years in the same establishment.

b) Overtime: In Cameroon, every worker is expected to put in at least 40 hours

of work a week, but overtime could be introduced to complete certain tasks.
Before overtime is done, the employer should seek and obtain the prior approval
of the labour inspector. In this request to the labour inspector, the employer
should state the reasons for the extension of the hours of work, the period and
number of workers involved in the overtime, and also state the alterations or
changes in the Time Table of the establishment.

Overtime could be in the day or in the night. For overtime by day, wages will be
increased for the first eight hours by 15% of the hours wage for the next 8 hours
and increase of 30% of the hourly wage. For overtime by night, there will be an
increase of 50% of the hourly wages. Overtime wages should be calculated and
must appear on the workers’ pay slip and paid to him at the same time that his
monthly wages are being paid.

c) Transport and housing allowance

Where an employer is entitled to transport his workers and give them housing
allowance and he fails to do so he has to give them money for these services.
This is paid at the end of the month as an allowance.

SUSPENSION OF A CONTRACT OF EMPLOYMENT

According to section 32 of the Labour Code, a contract of employment shall be
suspended under the following military grounds:
 If the establishment is closed down by reason of the departure of the
employer to undertake military service;
 During the worker’s military service;

32
  Where the worker is ill and has a medical certificate to that effect. The
period of illness may not exceed six months;
 During the period of maternity leave of a female worker;
 During a period of disciplinary suspension of the worker;
 When the worker takes leaves for further studies;
 During period of unavailability following an industrial accident or
occupational disease;
 By mutual consent of the employee and employer during the exercise of
political or administrative duties following an election or appointment;
 During periods when the worker is under police custody or preventive
detention;
 During absence of a worker who has to follow his/her spouse who has
changed his/her usual place of residence, if such a worker cannot be
transferred. This duration shall be limited to two days;
 During the period of lay-off not exceeding six months (lay-off shall mean
collective interruption of all or part of the work by the personnel of an
undertaking due to accidents or force majeure or an unfavorable
economic situation).

TERMINATION OF CONTRACT OF EMPLOYMENT

They are some justified reason for the termination of contract of specified
duration. Even though section 38 of the labour code states that a contract of
specified duration may not be terminated before its expiration, it has gone alone
way to give us some exceptional situation or cases where such a contract may
be terminated. Some of which include gross misconduct and Force Majeur or
act of God. For a contract of unspecified duration to be terminated the law
provides that a prior notice of at least three months must be issued by the
terminating party. Such a notice should be in writing and stating the reasons
why the contract should be terminated.
Cross misconduct. This usually arises when the workman has behaved in a
way that could lead to prejudices to the company. Late coming, theft, disrespect
of employer or gross insubordination would amount to gross misconduct.
Force Majeur (Act of God). These are happening beyond our own reasonable
contemplations or happening that are not made by man but by nature, e.g rain,
fire earthquake, death, accident etc.
Professional incompetence. This is when a worker proves incompetent to do
the job for which he was recruited to do.

33
Redundancy. When an establishment realizes that she is undergone some
economic problems, for example when total cost cannot longer meet total
revenue or supply is more than demand some workers will be laid off or some
departments closed up leading to termination of employment.
Retirement of a worker. A contract of specified duration can come to an end if
he worker has attended retirement age which in Cameroon is between 55 to 60
years
Death of a worker. When a worker dies his contract suddenly ends. In such
situations the employer should provide a coffin and transport his corpse to his
place of burial.
Resignation or appointment. A work man has the right to resign from his
appointment provide he respect the rules. That is notify the employer three
months in advance (prior notice)
Closure of a company. When a company close down the workers of the
company are made redundant.

Question
The general principle is that contract of specified duration should not be
terminated till when it comes to an end. Discuss
LABOUR ADMINISTRATION
Section 104 of the labour Code defines labour administration as comprising all
services responsible for matters relating to the condition of workers, labour
relations, employment, manpower, movements, vocational guidance and
training placement, the protection of worker’s health as well as social insurance
problems.

Labour administration is enforced in the field by an official called the Labour

Inspector.

a) The Labour Inspector

According to section 105, a Labour Inspector is any civil servant of the labour
administration corps placed at the head of a labour and social insurance
inspectorate.

Labour inspectors shall be civil servant enjoying job security by virtue of their
status and condition of work.

34
The minister of labour makes provision for material, human and financial
resources to facilitate the task of the labour inspectorate consists of:
 The General Secretariat
 Two technical advisers
 Department of general administration
 Department of labour manpower and vocational training
 Department of social security
 Medical inspectorate of labour and social security

Duties and prerogatives of labour inspectors

 He has the power to enter any establishment liable to inspection freely and
without warning for the purposed of inspection. These include any infirmary
or sanitary installation, or facilities supplying workers with water.
 He has the right to interrogate the workers concerning the application of the
laws in force.
 He has the right to ask for records and documents to ensure that the
conditions of employment are respected by the employer.
 He has the duty to enforce the posting of notice where this required by laws
and regulations in force.
 He has the duty to take away sample of materials and substance used for the
purpose of analysis to satisfy himself to the activities of any establishment.
 He settle labour dispute at the administration phase.

Following the delicate nature of the job of the labour inspector, he expected to
take an oath of office to treat as absolutely confidential the source of any
information he gets, and not to reveal any manufacturing secrets he may have
become acquainted with in the course of his duties.

b) The Personnel Delegate Or Staff Representative

A staff representative is a worker elected by his working colleagues to represent
them and speak for them. In brief he acts as middleman between the employer
and the employees
Section 122 of the labour codes states that staff representatives shall be elected
in any establishment located within then national territory, employing on a
regular basis at least twenty workers, irrespective of the nature of the
establishment or at the employer, be it public or private lay or religious civilian
or military
Election of Staff Representative

35
Election for staff representatives is compulsory for all establishments having
more than 20 workers. It is the head of the establishment who must organize
this election, which are held after every two years
In order to qualify to vote:
i. The worker must be at least 18 years
ii. He must have been for at least six months in the establishment
iii. He must enjoy his civil rights

i. Qualification of Candidates
a. The candidate must be at least 20 years old
b. He must be able to express himself in English or French
c. He must have worked for at one year in the establishment
d. He must not be related by blood or marriage to the employer
ii. Procedure for Elections
There are two electoral colleges. The first college comprise labourers and other
employees. The second college supervisory staff and service heads
The head of the establishment allocates the number of seats in each college
following the number of workers he has. This list is then deposited in the Trade
Union Organization. Twenty days before the voting, the head of the
establishment shall put up with cast their votes in favour of the list presented by
the union. The cost of organizing the election shall be borne by the employer
Workers whose occupation is outside the establishment, workers on leave, sick
workers, workers on suspension (1-8days) and workers suffering from industrial
accidents or occupational disease shall be allowed to post their votes.
iii. Functions of a Staff Representative
Section 128 of the Labour Code outlines the functions of the staff representative
as follows
a. To refer to the employer any individual or collective demands in respect
of employment, workers protection and wage rates
b. To refer to the labour inspector all complaints relating to the application
of laws and regulations
c. To ensure that the rules relating to the hygiene and safety of workers are
observed

36
 d. To transmit to the employer any useful suggestion for improving the
organization and output of the establishment
Since the staff representative has extra duties, the law allows him 15 hours a
month for him to accomplish his mission. He is equally granted permission
whenever he needs to carry out his function.
iv. Legal Protection of the Staff Representative
According to section 130, the staff representative cannot be terminated without
prior authorization of the labour Inspector
v. How The Staff Representative Loses His Post
a. He is elected for two years and can be re-elected when he is not reelected
he loses office
b. Death
c. Termination of his employment if authorized by the labour inspector
d. Resignation
e. Imprisonment
f. Through disciplinary sanction e.g. suspension from work
g. Through transfer
A staff representative could also be replaced from his functions by the trade
union organization which put him forward or by a written petition signed by a
majority of the electoral body to which he belongs. Such a petition must be
confirmed by a secret ballot of a majority of the electoral body.

37
 LABOUR DISPUTES

Labour disputes also called labour conflict is defined as a disagreement

arising from a contract of employment between a worker and the employer or a
group of workers and their employer.
Types of labour disputes
Basically there are two types of labour disputes recognized by the labour code.
This is individual labour dispute as well as collective labour dispute.
Individual labour dispute. This is a disagreement arising from a contract of
employment between an employee or worker and an employer
Causes of individual labour disputes
 When contract of employment is abusively terminated
 Worker do not perform his duty to the best of his ability
 Worker is not paid his allowance
 Worker is not paid his salary or wages
Collective labour dispute
This is a labour dispute between an employer and a group of workers or
employees
Causes of collective labour disputes
 When contract of employment is abusively terminated
 Workers do not perform his duty to the best of his ability
 Workers are not paid his allowance
 Workers are not paid his salary or wages

Settlement of labour disputes (Assignment)

Trade unions (Assignment)

Module five

COMMERCIAL ARBITRATION.
The law governing commercial arbitration in Cameroon is statutory in

38
nature (the HOADA uniform act and commercial arbitration)
The nature and scope of arbitration law.
Arbitration is one of the alternative dispute resolution mechanism (A.D.R), the
others are negotiation, mediation, consolation, good offices etc.
The OHADA uniform act has failed to give us a comprehensive definition of
what arbitration is all about. for the Sake+7 of our studies arbitration will be
define as an “out of court settlement of a commercial dispute” between not less
than two persons or parties by a third party(arbitrator) other than a competent
court of justice.

 The subject matter of arbitration can be an existing or potential

one. The decision passed or arrived at by the arbitrators is called an
award and is legally binning on the parties.
 The main objectives of arbitration is to obtain a fare resolution of a
dispute by an impartial tribunal without unnecessary delay.
 Parties are free to agree on how their dispute should be resolved.
 The court should not intervene except otherwise provided for by a
status.

Advantages of arbitration over litigation or court action.

 Arbitration is faster as compare to court procedures which may take

months or years, according to the OHADA uniform act, the maximum
period for arbitration is six (6) months.
 Arbitration is flexible than litigation. In litigation, there are establish or
legal strategic procedures to follow whereas in arbitration there are no
procedures to follow.
 In arbitration, unwanted publicity is avoided. In this regard, trade secret
are private. Meanwhile in litigation, the court room is open to everybody
and therefore privacy cannot be hidden.
 In arbitration, the parties are given the opportunity to choose the

39
 arbitrators to settle their dispute. But in court action, the judge is
appointed. Parties have no saying in the choice of the judge.
 In arbitration, parties selected to arbitrate are professionals or expert in
the field of trade but in litigation, the judge appointed may not be an
expert in the subject matter of the conflict.
 Arbitration is cheaper as compare to litigation. In arbitration, payment
made to the arbitrators are determined by the parties and also it doesn’t
have any registration procedure but in litigation, it entails a lot of finances
to pay court fees and charges and also to hire the services of a lawyer.
 Arbitration award are accepted and it’s satisfactory to parties than court
judgment where parties are never satisfy.

Arbitration agreement

An arbitration agreement can be defined as an agreement by parties to submit to

arbitration present or future disputes.

The agreement by parties to submit to arbitration may be contain in a contract

between the parties from which the dispute arises or it may be contain in a
separate agreement. The agreement itself normally name the arbitrators.

Arbitration tribunal

The role and function of the arbitration tribunal is to determine the dispute
between the parties based on the evidence and facts submitted before it in a
judicial, fair and impartial manner. In this respect, the functions of an arbitrator
is similar to that of the judge. However the fundamental differences between
them is that the jurisdiction of the arbitration tribunal arises sorely from the
parties and not from the state.

40
Secondly, the tribunal cannot exceed the authority given to it by the parties. It
is the right of the parties to decide how their dispute should be resolved. The
general duties of the arbitrators are as follows

1. To act fairly and impartial between the parties.

2. To give each party a reasonable opportunity of putting forward his case
and dealing with that of his opponent.
3. To avoid unnecessary delay
4. To Avoid expenses
5. To provide a fair means for resolution of the matter to be determine

Composition of the arbitration tribunal

Article 05 of the OHADA uniform act on arbitration law state that the
arbitrators shall be appointed, relocated or replaced in conformity with the
arbitration agreement.

Arbitrators are always appointed in an odd number. In a situation where

they are three arbitrators, each party will appoint one and the two so-appointed
will appoint the third, but if one party fail to appoint its own arbitrator within
30days from when he was requested to do so, the two shall be appointed by one
party. When the two so-appointed do not agree on the third within 30days, the
third shall be appointed by a competent judge in any of the contracting state
upon request by one of the party

Where there is only one arbitrator and the parties do not agree on his
appointment, it shall be appointed by a competent judge in any of the
contracting state.

Article six of the OHADA uniform act emphasizes that the arbitrators
shall be appointed in writing.

41
The chair person or the umpire

Once the arbitrators are appointed and before substantive hearing begins, an
umpire must be appointed. He is the person who chair the tribunal throughout
the trial.

The arbitration award

An arbitration award is a decision taken by an arbitration tribunal which put

to rest the dispute between two parties before the tribunal.

An arbitration award is always passed by a way of majority.

Types of awards

I. Interim award: This is a temporal award passed until the tribunal gives
his final award. It can equally be known as a provisional award.
II. Partial award: Partial award means that some elements of the parties
claim have been determined but other issues still remains and need to be
resolve.
III. Consent award: This award is given in situation or cases where the
parties have reach its settlement and agreed to the terms which are then
incorporated into an award. This award is similar to the judgment by
consent.
IV. Final award: It is the final determination of tribunal, it must be in
writing, and signed by all arbitrators.
V. Additional award: An additional awards is given when the final award
has been passed and other fresh issues that were forgotten are determined.
Composition (ingredients) of an arbitration award.
1. It must contain the names of the arbitrators.
2. The date of the arbitration.
3. The place where the tribunal seat.

42
 4. Names of parties and the place of residence.
5. Names of advocate or people who assisted.
6. The facts presented by the parties.

Module Six

Legal aspects relating to insurance

(Notes given in classes to the students during lectures)

Module Seven

LEGAL ASPECTS RELATING TO BANKING

Introduction.

The word bank is said to be derived from the Italian “Banco” meaning a bench.
This is because the early Jewish bankers transacted their businesses on benches
in the market place. When the bankers failed at any giving time to honor his
financial obligation his “Banco” was broken up by the people, hence the word
bankruptcy which means he cannot pay his depts. When they are due. In law the
bank and banker are used interchangeably.

The word bank can simply be defined as a financial institution that accepts
deposits give out loans and advise customers on other financial transactions.
Examples of banks in Cameroon include.

1. Afriland First Bank.

2. Atlantic Bank Cameroon (formely Amity Bank).
3. Banque International du Cameroon pour l’Epargne et le Credit (BICEC)
4. BGFI Bank Cameroon.
5. Citibank.
6. Commercial Bank of Cameroon.
7. Ecobank Cameroon-(formerly Oceanic Bank Cameroon)
8. National Financial Credit Bank (NFCB).

43
 9. Societe Commerciale de Banque au Cameroun (formerly SCb Credit
Agricole).
10.Societe Generale des Banques au Cameroun –(SGBC)
11.Standard Chartered Bank.
12.Union Bank of Cameroon (UBC)
13.United Bank of Africa (UBA)
Applicable Banking Legislation

The first national piece of legislation relating to the control of the Banking
Profession in Cameroon was Decree N o 62/DF/90 of the 24th March 1962
regulating the Banking Profession in Cameroon and establishing bodies to carry
out research into credit policy and to ensure its application and the control of the
Baking Profession. This Decree, with its subsequent amendments, remained in
force until 1973, when it was repealed by Ordinance N o 73/27 of the 30th August
1973 regulating the Banking Profession. In 1985 Ordinance N o 85/02 of 31st
August relating to the operation of credit establishments was passed. It repealed
the 1973 Ordinance together with its subsequent amendments. In 1990, three
Decrees touching on banking activities were passed. These were Decree N o
90/1469 of 9th November 1990 relating to the definition of credit
Establishments; Decree No 90/1471 of 9th November 1990 putting in place the
Conditions and Modalities for the Approval of Banks and their Managers. In
2003, Law No 2003/004 of 21st April 2003 governing Banking Secrecy was
passed.

The principal International bank legislation applicable in Cameroon, are the

Convention of 16th October 1990 creating the Banking Commission of Central
African States (Commission Bancaire de l’Afrique Central (C.O.B.A.C.) and
the Convention of 17th January 1992 on the Harmonization of Banking
Regulations in the Central African States.

Where the Conventions and National pieces of legislations are silent on an

issue, then depending on which side of the national territory one finds himself,
the English derived Laws10 or the French derived laws will be applicable.

Legal Functions of a bank

In Cameroon today banks undertake numerous functions and services,

financially and otherwise which include

1. Discounting Bills

44
2. Dealing with foreign exchange and issues travelers cheque
3. Banks also deals with stock exchange transactions
4. Gives financial advice to customers
5. Acts as agents of payment on behalf of customers
6. Act as trustee, executors or administrator of a deceased customer’s
estate.
7. A bank also save guard customers valuable articles and documents.

A bank Customer
Just as the word bank, the word customer is not easy to define with
exactness. In taxation Comrs vs English Scotland and Australian
Bank limited, a bank customer was defined as any person who opens
and operates an account with the bank.Casual services rendered by a
bank to a person do not qualify the person as a customer of that as was
held in the case of great Western Rail way CO vs London and County
Banking CO .Ltd.

Banker and Customer Relationship

The relationship between a bank and a customer maybe said to begin

at a moment when the customer walks up to a bank to open an account
with the bank. As soon as this account is open there is a legal
relationship that exists between the bank and the customer. This
relationship exist in the form of an implied contract. Before looking at
the details of this relationship, it would be better for us to define what
a contract is.
A contract is defined as a legal binding agreement between two or
more parties creating rights and obligations.

Terms of a Contract between a Bank and a Customer

 The bank must receive cash and collect the proceed of such
items as cheques postal orders, money orders and bills of
exchange for his customers account.
 The money so received becomes at once the property of the
bank and the bank is indebted to the customer up to the
amount in the customer account.
 Although the bank becomes indebted to his customer, the duty
of the bank is to repay the money or any part of it upon demand
made by the customer at the branch of the bank.
 The bank must pay cheques drawn on him in legal form.

45
  If a customer maintains two or more accounts with his bank, the
bank must keep the account separate.
 A bank does not owe a duty to its customer, who is seeking to
borrow money from him, to advice the customer as to wisdom
of borrowing the money for the specific purpose.
 The bank must not disclose to third parties without the consent
of the customer information relating to the customer’s account
(duty of secrecy).
 A bank is under an obligation to supply to its customer a print
out of any information relating to them which is held in the
bank’s computer.
 The Customer must exercise reasonable care in drawing his
cheques so as not to mislead his bank or to facilitate forgery.
 If the customer discovers that cheques purporting to have been
signed by him have been forge, he must inform his bank.
 The bank must supply his customer with either a bank book or a
statement containing a copy of the customer’s account and its
balance.
 The relationship between the bank and the customer may be
terminated by mutual concern or unilaterally by other parties.

A bank duty or care to its customer

 To inform the customer when the signature have been forge.

 To comply with the customer’s mandate.
 To receive money and collect bills for his customer’s account.
 To allow the customer to withdraw his money from the
accounts branch during banking hours.

Customer’s Duty or care to its bank

 The customer owes the bank the duty to refrain from drawing a
cheque in such a manner as may facilitate forge or forgery.
 The customer owes the duty to inform the bank of any forgery
or forge.
The Bankers duty or confidentiality or secrecy

The bank duty of confidentiality or secrecy is to effect that the bank is

under an obligation to keep all the affairs and dealing with it’s customers
account secrete or confidential without revealing it to a third party. These affairs
and dealings are financial in nature and any other information provided by the

46
customer to the bank during the operation of the account and extends to during
closure of the account. The bank is not allowed to disclose such information to a
third party without the express or the implied consent of the customer.

This duty is laid down in Cameroon by law N 0 2003/004 of 21st April 2003.
Section 310 and 311 of the Cameroon Pinal code also stipulates the duty
secrecy and also acknowledges consent of the customer as an exception to the
duty of secrecy.

The bank duty of secrecy and confidentiality, is also emphasized or established

in the English case of tournier vs national professional and union bank of
England.

The duty of confidentiality continues even after the relationship between the
customer and the banker is terminated.

However, the duty of confidentiality is not an absolute duty for there are
situations which demand the bank to violate this duty. These situations becomes
the exception to the bank’s duty of confidentiality or secrecy

Exception to the banks duty of secrecy and confidentiality.

 Disclosure with implied or express consent of the customer (say section

310 and 311 of the Pinal code).
 By compulsion of the law.
 Where disclosure is in the banks interest.
 Where disclosure is in the public interest.
A banker’s Lien

Lien is a right. A banker lien simply refers to a right which a exercise over the
property and money of a customer (debtor) in situation where the customer is
unable to pay back within a given reasonable time.

Termination of Banker and Customer Relationship

1. Closure of the Account. An account can be closed by mutual

agreement or in some cases by one of the party (Unilateral
termination). This implies that it can be done by the customer
(withdrawing all his money from the bank or demanding for
repayment of his balance due.). Termination can equally b done by the
bank or banker in doing this the bank must give the customer a
reasonable notice.
47
 2. Death of customer. When a customer dies, his relationship with his
bank ceased or stops. Upon the customer death the right to receive any
sum belonging to him including bank balances is passed to his
personal representative.
3. Bankruptcy of a customer. Bankruptcy is the state of being insolvent.
4. The Bankruptcy of a customer usually brings his relationship with his
bank to an end.
5. Winning up of a bank. When the company is wound up it ceases to
have legal existence and it relationship with its customer comes to an
end.
6. Outbreak of war.
7. Garnishee order.

Guarantee and Security for Bank Loans and Advances.

Assignment.

Control of the Banking Profession in Cameroon.

To avoid entry into the banking market, individuals who come with intention of
duping potential customers the legislator have put conditions that must be
fulfilled before operating a bank in Cameroon. The 1992 convention have put
forward conditions for entering into the banking market which are group under
bureaucratic conditions, of eligibility to manage and condition relating to the
judicial form name and capital of banks seeking entry.

a) Bureaucratic conditions. Before anybody establishes a bank in Cameroon

he must fulfill the administrative procedure prescribe by the 1992
convention.
- You must seek and obtain approval of the monetary authority
- You must Register the bank with the National Trading Council
(NCC) and the Trade and Personal Property Credit Registrar (TPPCR)
1) Approval by the monetary Authority. The 1992 conventions states
that the application for approval to operate a bank must be submitted
to the monetary authority in two copies. The application file must
comprise a
- draft article of association
- List of shareholders and managers

48
- The activities that the bank will undertake.
- Implantation and organizational chart of the bank
- A detail of the technical and financial resource it intends to use. Etc.
As soon as the monetary operator receives this application file, one copy
is dispatch to COBAC to carry out it assessment. COBAC has six months
from the date of reception of the application file from the monetary
authority to give its opinion. Silence after this period would be interpreted
as a favorable opinion and the monetary authority can go ahead to issue
an approval in the form of a ministerial order. The promoters of the bank
are expected to use the approval within twelve months. If approval is not
used within twelve months, it would be withdrawn either by the monetary
authority or by COBAC.

2) Registration with the national credit council. After the monetary

authority has approved the operation of the national territory of a
bank, the promoters must insure that the bank is registered with the
national credit council say article 15(4) of the 1992 convention. The
national credit council then update the list of banks authorized to
function in the country to include the newly approved banking
institution a register number is given to it which must appear on all its
official correspondents and publications. From then the approved bank
must be publish in the official gazette or in one of the press organ in
the country. The purpose of registration and publication is to make the
customer or public at large to be certain about the legal existence of
the bank.

3) Registration in the Trade and Personal Property Credit Register

(Le Registre de Commerce et du Credit Mobilier (RCCM))

The 1985 Ordinance (Art 4(1)) obliges approved companies to register

in the commercial register. This register has been replaced by the
Uniform Act of 17th April 1997 on General Commercial Law. Article
27 of the Act provides that companies and other corporate bodies
referred to in the Act shall apply for registration in the TPPCR within
a month of their registered office is located. Approved banks must
make sure they comply with the above provision.
Approval for a bank to go operational is an important as the approval
of persons to manage it, for poor management can compromise the
existence of the bank and the interest of a customers. In this regard the
1992 Convention provides some guide lines as to the character,

49
academic and professional profile of those who can manage banks.

Eligibility to manage a bank

The 1992 convention obliges the general management of a bank to be
in the hands of at least two individuals assisted by at least two
auditors. To ensure that banks are properly managed the legislator has
set certain conditions that must be fulfilled before anybody can be
called upon to play the role of management and auditing.
According to the 1992 convention, the monetary authority and
COBAC are responsible for approving person to manage and audit a
bank. Application for the management of a bank is made in two copies
and deposited with the monetary authority, the monetary authority
upon reception of the application transmit one to COBAC for its
opinion. COBAC has one month from the date of reception of the file
to give its opinion. Silence on the side of COBAC after this period
signifies a favorable opinion and the monetary authority can then
proceed to issue its approval. This approval must be published in the
official gazette.
To facilitate the work of the monetary Authority and COBAC the
legislators has set a number of factors guiding the granting of an
authorization to manage a bank.
Residence.
To manage a bank in Cameroon the applicant must be residence in
Cameroon. For applicants that are Cameroonians, residence is proving
by the presentation of a certificate of residence and for foreigners it is
proving by the presentation of resident permit.
The reasons why it is important for managers of a bank in Cameroon
to reside within the territory is to ease their arrest in case of
mismanagement. The fear of arrest and humiliation can cause bank
managers to be up right in the exercise of their managerial duties.
Morality and competence
To ensure that banks are properly manage only those with good
morals and competence are allowed to do that. To be a bank manager
you must be a holder of a first degree in or any equivalent in
Economics, Banking, Finance, Law and Management at the time of
depositing the application for recruitment. Secondly you must have a
rich curriculum vitae and five years of experience in a high position in
one or many credit establishment. In the absence of a first degree or
any equivalent diploma in the above mentioned fields a 10yrs
professional experience in a high position in any credit establishment
will qualify the candidate seeking to be bank manager or auditor.
Judicial form of a bank
Article 16 of the 1992 convention obliges all banks to take the form of

50
 a corporate body. It may take the form of a public limited company or
limited partnership.

Registered capital of a bank

Following COBAC regulation R-2009/01 on the minimum capital of
banks in CEMAC zones. The minimum capital of a bank stand at ten
billion (10 billion CFA.

Negotiable Instrument
A negotiable instrument is a document guaranteeing the payment of a
specific amount of money, either on demand, or at a set time, whose
payer is usually named on the document.

Characteristic of a negotiable instrument?

The instrument must be in writing

The instrument must involve more than one person

The instrument must be signed by the marker or the drawer

The instrument must contain an unconditional promise or order to pay

It must contain a fixed amount of money

It must be payable on demand or at a definite time

The holder for value can sue on it in his own name

If payable to the bearer, it is negotiable by delivery

Type of negotiable instruments

Principally there are two types of negotiable instruments namely promises to

pay and order to pay. Promissory note and certificate of deposit are promises to
pay. While a cheque and a bill of exchange are order to pay.

Promissory note

A promissory note is a written promise by one party called the marker to pay a
certain amount of money to another party called the payee. The money may be
51
payable either on demand or at a special time. A promissory note is used to
obtain goods or services on credit.

Certificate of deposit.

It is a specialized form of promissory note issued by a bank to a depositor with

the bank acknowledging that money was placed on deposit. The bank promises
to repay the money to the depositor with interest after a certain period

Bill of exchange

A bill of exchange generally involves three parties. It is a written order by one

party called the drawer to a second party called the drawee to pay a sum of
money to a third party called the payee on demand or at a definite time in
future. In simple words a bill of exchange is an unconditional order in writing
addressed by one person to another signed by the person giving it, requesting
the person to whom it is addressed to pay a fix sum of money in order of the
identified person or to the bearer.

Cheques

A cheque is define as an unconditional order in writing addressed by one person

to another who must be bank, signed by the person giving it , requesting the
banker to pay on demand a sum of money to the order of the specified person or
to bearer

 The person who draws or issue a cheque is called drawer

 The bank on whom the cheque is drawn, demanding payment is called
drawee
 The person to receive the money or in whose favour the cheque is drawn
is called the payee.

Intellectual property

Intellectual property is any property resulting from the intellectual and creative
process of an individual’s mind. The information contain in computer programs,
books, film’s, music, software etc. are all forms of intellectual property.

In fact it should in today information age, it should come as no surprise that the
value of world intellectual property may now exceed the value of physical
52
property such as machines and houses. The understanding of intellectual
property is of vital importance today because intellectual property has taken an
increase significant not only in Cameroon but in the world at large. Intellectual
property in Cameroon is govern by a series of international treaties and
conventions signed and ratified by Cameroon. This include the World
Intellectual Property Organization (WIPO) and the African Intellectual Property
Organization.( AIPO). The Cameroon Panel Code in its article 327,328, 329 and
330 punishes the violation of intellectual property right.

Forms of intellectual property

Trade mark

A trade mark can simply be define as a sign or a combination of signs that

distinguishes the goods the goods of one undertaker from those of another
undertaker. A trade mark can be combination of figures, letters, words or object.

Functions of a trade mark

 It identifies the product of a particular manufacturer and its origin

 It assures quality of a product and act as a symbol representing the good
will of the business.
 It equally advertise the product.
 It creates an image in the mind of an ultimate purchaser
In order to gain monopoly over a trade mark or trade name the mark must
be register in accordance to the law enforced.

Sanctions for trade mark infringement

Article 330 of the penal code provides that who so ever forges a registered trade
mark or uses any trade mark so forge shall be punished with imprisonment from
three months to three years or with fine of from fifty thousand to three hundred
thousand or with both imprisonment and fine.

Patent.

A patent is a right granted by the government to an inventor who has come out
with a new invention. Such rights are usually granted for ten years. Under the
Patent and design act of 1970. An invention in law is an idea that permits a
specific problem in the field of technology to be solved.

53
A patent can only be granted to a patentee if the invention meets the following
requirements:

Novelty. Novelty here will mean that for an invention to be granted patent right
such an invention must not have been anticipated for a prior act. It must be
something new.

Inventive step. This mean that the invention must differ significantly from what
is known. Meaning that the solution must not be obvious to an average person
in skilled in the technical area.

Industrial applicability

For an invention to be industrially applicable, such invention must be capable of

being used or utilized in an industry.

Duration and infringement of a patent

A patent is valid from the date of award. It may be extended for more five years
upon application and payment of fee. The penal code in its article 328 punishes
anyone who infringes a patent shall be punish with a fine from 50000 to 300000
frs.

Copy right

Copy rights are rights granted to authors and artist in their literary and artistic
work. Works that fall under the domain of copy right protection include: books,
records. Films, arts work like painting, architecture plans, music, videos and
computer software programs. For any work to be protected by copy right, the
work must be original. Copy right is always granted to an author for life and
50years after his death. Article 34, 35, 36 of the Bangui Agreement of 1977
states that copy right protection is for life and 50years after the death of the
author. The penal code in its article 327 prescribe that whoever in disobedience
of the law and regulation governing copy right shall be punished with
imprisonment from 3months to two years and with a fine from 20000 to
500000frs. The court shall also order the confiscation of the matter constituting
the infringement.

THE GENERAL TAX LAW OF CAMEROON

54
A tax is a compulsory financial contribution by citizens of a country to enable
the government meet up with public expenditures. Taxes are therefore required
to cover government expenditure. For a long time government impose taxes to
raise revenue only to cover the cost of administration and defense, but
nowadays, taxes are no longer imposed solely for the purpose of furthering
social and economic policy. The reasons why the government imposes taxes are
as follows:

• To cover the cost of general administration, defence and provision of

social services.
• To check the consumption of commodities regarded as harmful to the
society.
• To redistribute labour.
• To reduce inequality to income

• Prevent dumping

• Protect infant industry

3. Types of taxes in Cameroon

A major part of government revenue is derived from taxes. Taxes in Cameroon

are of two main types, namely Direct taxes and Indirect taxes. Direct taxes are
those levied on income, such as personal income tax, company tax and capital
gain tax. These taxes are all levied directly on the person receiving income and
paid by him directly to taxation department through most people who work and
receive wages or salary have their income tax deducted from their pay by their
employers. Indirect taxes on the other hand are those imposed on goods and
services. They are paid only when particular purchases are made.

Categories of taxes in Cameroon

In Cameroon, there are two categories of direct taxes, namely company tax and
personal income tax.

1. Company Tax: This is tax impose on all moral persons workers, aim is to
maximize profit eg schools, council etc. The Cameroon general tax code
in its section 2 stipulates that “A tax shall be levied on all profits, or
income made by companies and other corporate bodies. This tax shall be
55
 none as company tax”. The following types of companies and
associations are exempted from paying company tax: cooperative
societies engaged in the production, processing, conservation and sale
of agricultural and livestock products, mutual aid societies and
associations, non-profit making associations, councils, regions,
schools and clubs. All other forms of companies and associations not
listed above are liable to pay company tax in Cameroon. Section 15 of the
Cameroon general tax code states that, “The company tax shall be
assessed on the profits realized during the twelve – month period
corresponding to the financial year. The rate of company tax in Cameroon
is 35% of the profit made by the company or association during the
period of assessment. Section 17 of the general cod is to the effect that in
calculating company tax, any fraction of the taxable profit less than
1000frs shall be disregarded. It should be noted that the rate of 35% is
levied only on the profit of the company tax. By virtue of section 21 of
the general tax code, company tax shall be paid on the initiative of the tax
payers as follows, one instalment representing one percent of the turn
over realized during each month shall be paid not later than 15 th of the
following month. Such instalments shall be increased by 10% as levy for
additional council tax. The install mental payment shall be reduced from
the total required to be paid at the end of the financial year and the
balance paid in one instalment not later than the 15 th March of the
following financial year.
2. Personal Income Tax: This is the kind of direct tax levied on the income
earners in Cameroon. It falls more heavily on the highest income earners.
It is steeply progress sive, hence the most equitable form of taxation in
Cameroon. Section 24 of the General Tax Code states that, “A personal
income tax, assessed on the basis of the net total income earned is hereby
instituted”. Section 24(2) of the same law stipulates that, the net total
income referred in one above shall correspond to the sum of the following
categories: salaries, pension and annuities, income from stock and shares,
income from real estate, profit from commercial activities, profit from
farming business, profit from non-commercial and related professions. By
virtue of section 25 of the General Tax Code, personal income tax is
payable by every natural person resident in Cameroon, except otherwise
provided for by an international convention. The following categories of
persons are however exempted from personal income tax: Diplomatic and

56
 Consular staff of foreign nationality subject to reciprocity. Natural
persons whose activities are subject to tax discharge.

INDIRECT TAXES IN CAMEROON

1. VALUE ADDED TAX (VAT)

This is an indirect tax imposed on consumers’ expenditure in Cameroon. It is

applied over the whole field of consumer transactions, services as well as goods.
All natural and moral persons who habitually or occasionally carry out taxable
transactions falling within the scope of VAT shall be levied. Section 126(1) of
the General Tax Code provides that “Only transactions carried out within the
context of an economic activity against payment shall be liable to VAT”.
Section 126(2) of the same code defines economic activities as all activities
relating to production, importation, provisions of services, and distribution,
including mining, agricultural, forestry, and handicraft activities. All of such
economic activities carried out in Cameroon which are not by law exempted
from VAT shall be liable to pay VAT irrespective of the nationality of the tax
payer.

2. Excise duty is a kind of government tax levied on certain goods

manufactured, sold, or used within the country. Products such s
tobacco, drinks, frozen chicken and meat are targets of excise duties.
Section 133 (3) of the General Tax Code stipulates that “The
following shall constitute liability to excise duty:
- The supply of goods and services by the producer or his distributor, or
by the wholesaler, in the case of sale or exchange of goods,
- The putting of goods to home use, in the case of imports.

LIFE OF PRODUCTS SUBJECT TO EXCISE DUTY

The following are subject to excise duty: beer made from malt (a kind of grain),
wines of fresh grapes, vermouth and other wines, other fermented beverages,
brandies, whiskies, rum, gin spirits, ethyl alcohol, cigarettes, chewing tobacco
and snuff, precious metals and jewelry.

EXEMPTIONS TO VAT AND EXCISE DUTY

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Section 128 of the Cameroon General Tax Code stipulates that, the following
shall be exempted from VAT because the transactions are subject to payment of
specific taxes exclusive of tax on turnover.

Sale of mining products, interest on external loans, interest on deposits with

financial institutions by non-professionals of the financial sector, transfer of
rights over real estate and transfer of business assets subjects to transfer of duty,
international transactions such as ship, boats and aircraft, importations or sale
by the state of fiscal stamps, portage stamps and stamped papers, money paid by
the treasury to the central bank, which has currency issuing privilege, tuition
and boarding fees collected within the normal framework of the activities of
schools and universities duly authorized, pesticides, fertilizers and farm inputs,
sale of products for refueling of aircraft companies which have registered office
in Cameroon, consumption of water up to 10 cubic liters a month and electricity
of up to 110kw a month, composition, printing, import and sale of newspapers
and periodicals, except proceeds from advertising inputs and capital goods for
these transactions, imports exempted by the CEMAC Customs Code in its
Article 241, tests, consultation, health care, hospitalization, medical and
biomedical analysis, life and health insurance commissions, HIV/AIDS control
equipment and materials.

1.1 LIQUOR LICENCE

Section 182 of the General Tax Code states that, “Any natural person or
corporate body authorized to engage in whole or retail sale in any capacity what
so ever, or in the production of alcoholic or nonalcoholic beverages shall be
liable to liquor license. Liquor license shall be payable by importers, producers
and dealers who sell drinks subject to a license. It shall be personal and payable
annually. Off – license dealers shall not pay liquor tax except where they carry
out activities that can classify them as an on – license (sha, mbuh etc).

ADDITION COUNCIL TAX

Section 192 of the General Tax Coe stipulates thus, “Additional council taxes
shall be established for the benefits of regional and local authorities over and
above the taxes, mentioned in the previous chapters.” The rate of additional
council tax shall be 10% as regards company tax, value added tax and tax on
games on chance and games of entertainment

CATTLE TAX

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Section 197 of the General Tax Code provides that every owner of livestock
shall pay an annual tax called cattle tax per head of livestock owned. The said
cattle tax shall be assessed in each administrative unit on the basis of census
made on the oral or written declaration of persons liable to pay to the Sub –
Divisional Officer appointed for that purpose. The annual amount of cattle tax
shall be 200FRS per cattle. Failure to pay shall lead to seizure of cattle. Any
concealment of taxable livestock or falsified information shall give rise to an
additional tax by way of penalty as provided for under section 202 of the
General Tax Code.

DIRECT COUNCIL TAX

Section 204 of the General Tax Code provides thus, “The municipal council
may institute taxes to be collected at the same time as the tax roll; they shall be
called direct council taxes. They shall include inter – alia, water tax, lighting
tax, garbage collection tax, municipal ambulance tax, and clarification tax”.
These taxes can only be levied where the council operates or offers such
services. The student should note that the above is not an exhaustive list of taxes
in Cameroon, other forms of tax exist in Cameroon but the above are the major
ones.

3.2 PROCEDURE FOR TAX DECLARATION

Section M.1 of the Manual of Tax procedures states that, any natural person or
corporate body liable to pay a tax, or duty, or an instalment thereof by virtue of
the provisions of the General Tax Code must file an application for registration
with the competent tax authority of his area within fifteen (15) working days
following the start of his activities, and attach to such application a site plan.
Once this is done, the taxation department shall assign a single identification
number after certification of the actual location of the tax payer.

The tax payer has the responsibility to report any significant change of manager,
transfer, cessation of activities, and change of location to the tax authorities
within15 working days following the change. M.2 of the Manual of Tax
Procedures provides that any natural person or corporate liable to pay taxes or
designated to effect deduction of taxes at the source shall bound to file returns
using official forms supplied by the Cameroon tax authorities, alongside
mandatory annex documents, within the deadlines prescribed by the law.
Receipts shall be issued for all payments. A duplicate thereof may be issued to
the tax payer who so requests.
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METHOD OF TAX COLLECTION

The collection of taxes is the duty of tax revenue collectors. The competent
revenue collectors shall collect duties and taxes assessed by tax payers in their
tax returns and paid on their own initiative. The revenue collectors shall also
collect the sums assessed on verbal declaration of tax payers or during tax
controls. The tax revenue collector shall issue a receipt upon payment of duties
and taxes.

3.3 TAX DISPUTES AND SANCTIONS FOR TAX EVASION

If a tax payer fails to pay the sum mentioned in the notice of issue for collection
within the time limit stated in the notice, the competent tax revenue collector of
the area concerned shall issue a warning to the tax payer. This warning shall
represent an order to pay. A bailiff shall deliver this warning to the tax payer
himself or his representative. This warning shall indicate all sums claimed
showing clearly the principal, penalties and costs. It shall state that, “This order
is an obligation to pay the debt concerned within 8 days failing which your
movable property shall be seized.” Where the tax payer does not pay the sum
stated in the warning, the competent tax revenue collector shall take other
measures, namely, seizure and sale of property. However, the tax payer offers to
pay wholly or partially, the competent tax revenue collector of the area shall be
authorized to stay execution. A claim for any movable property seized may only
be made to the competent court within one month of seizure.

Where a tax revenue collector cannot discharge his duty because the doors of
the business premises are locked or refusal by the tax payer to open them, the
tax collector shall post a guard at the door and notify an administrative authority
who shall order the premises to be opened in his presence or in the presence of
his representative. Measures shall be taken to prevent the secret removal of
objects constituting the guarantee of the debt.

SALE OF SEIZED PROPERTY

The Director General of taxes must expressly authorize the sale of seized
property. An auctioneer shall conduct it. The sale shall be interrupted at once

60
the proceeds of the sale are sufficient to pay the taxes, penalties and cist of
execution. The proceeds shall be paid immediately to the revenue collector who
shall issue a receipt.

FREEZING OF BANK ACCOUNTS

Section M.76 of the Manual of Tax Procedures gives the territorially competent
Region Tax revenue collector power to freeze a tax payer’s bank account
without prejudice to other penalties in case of non-settlement after notification
of the sum dully assessed.

CLOSURE OF ESTABLISHMENT

The territorial competent collector of taxes is empowered by section M.77 of

the Manual of Tax Procedures to automatically and immediately close down the
establishment of any tax payer whose tax has been dully assessed and notified
to him, but he failed to pay. The closure shall not cancel all other penalties
provided for by the law. The closure shall not cancel all other penalties provided
for by the law. The closure of an establishment shall end as soon as the full
amount of taxes due is paid.

IMPOUNDMENT OF A VEHICLE

Any vehicle owner who fails to pay his taxes on the vehicle shall have the
vehicle impounded by taxation officials. The impoundment shall end as soon as
the full amount of taxes is paid. The full payment of taxes shall not exonerate
him from paying impoundment fee.

EXCLUSION FROM PUBLIC CONTRACTS

Failure to pay duties and taxes following a notice shall entail temporary ban
from submitting a tender for public contracts. The Director General of taxes
shall publish a list of tax payers banned from applying to be awarded public
contracts every year. This is provided for under section M.79 of the Manual of
Tax Procedures.

Section M.106 of the Manual of Tax Procedures stipulates that late payment of
tax shall entail application of an interest tax in arrears of 1.5% per month for the
entire period of late or non-profit.

PRINCIPAL PENALTY FOR NON - PAAYMENT OF TAXES

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Section M.107 of the Manual of Tax Procedure provide that, “without prejudice
to the tax penalties in force, a prison term from one to five years or a fine of
from 500.000frs to five million francs or both such fine and imprisonment shall
be inflicted upon whoever.

- Evades fraudulently, or attempts to evade fraudulently the issue,

payment of taxes and duties referred to in the General Tax Code.
- Refuses expressly to file his return within the prescribed time frame.
- Cancel a part of taxable amount
- Organizes his insolvency or obstructs tax recovery.

It should be noted that the tax collector benefit form protection under sections
152, 156 and 158 of the Cameroon Penal Code. Any person or persons who
disrespects, abuses, assaults or organizes resistance against tax collector shall be
punishment with imprisonment of from one month to three years as provided for
under section 156 of the penal code imprisonment term of five to fifteen years
as provided for under Section 158 of the Penal Code.

SETTLEMENT OF TAX DUTIES

Section M.116 of the Manual of Tax Procedures stipulates that, “any tax payer
who feels wrongly taxed or over taxed may submit a written claim to the head
of the principal tax center of the place of assessment within a period of ninety
(90) days from the date of issue of notice. The head of the principal taxation
center shall respond within a maxim period of (30) thirty days. Where the claim
is justifiable, the head of the prinicp0al tax center shall grant tax relief up to
30.000.000FRS. Where the tax payer is not satisfied with the decision taken, he
may forward his case to the Director General of taxes within 30 days of
reception of the unsatisfactory decision and the Director General shall have
sixty days within which to response. Where the tax payer is not satisfied with
the decision of the Director General of taxation, he may forward his matter to
the finance of finance. Where the claim of the tax payer is justifiable, the
minister may grant him tax relief of more than 100.000.000frs. Section M.126
of the manual of Tax Procedures provides that the decisions rendered by
taxation authorities on a tax payer’s complaint may be attached before the
administrative bench of the Supreme Court.

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Company LAW

Historical evolution of the OHADA LAW

The Organization for the Harmonization of Business Law in Africa (abbreviated as OHADA)
is an intergovernmental organization for legal integration. It was established by the Treaty of
17 October 1993 signed in Port Louis (Mauritius), as revised on 17 October 2008 in Quebec
(Canada). To date, this organization brings together 17 African countries and remains open to
any member state of the African Union, or any State which, though not a member of the AU,
is invited to join by common consent of the OHADA Member States.

OHADA was created in a context of acute economic crisis and a drastic fall of investment
level in Africa. Legal and judicial insecurity were identified as a major cause of investor
distrust. The obsolescence, disparity and inaccessibility of rules governing economic
operations led to legal insecurity materialized by the difficulty to determine the applicable
rule in a given operation. The situation was compounded by the poor state of courts, the
inadequate judicial personnel, and the lack of stakeholders training in business law, judicial
delays and problems of professional ethics. To remedy the situation, OHADA was tasked
with streamlining the legal environment of companies in order to guarantee the legal and
judicial security of economic activities, with a view to stimulating investment and creating a
new development pole in Africa.

To achieve this, OHADA:

 Produces a simple, up-to-date, harmonized and suitable business laws for its Member
States, in order to facilitate business activities. The law is contained in Uniform Acts
which, once adopted, apply equally in all Member States. Ten Uniform Acts have
been adopted so far;

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  Ensures that the harmonized law is applied with due diligence, under conditions that
guarantee the legal security of economic activities. This objective is achieved by
securing the legal settlement of business litigations and by promoting alternative
methods of dispute resolution.

At present OHADA has seventeen members state which consist of ; Benin, Burkina Faso,
Cameroon , Central African Republic, Chad, Federal Islamic Republic of Comoros, Congo,
Cote d,lvoire, Equatorial Guinea, Gabon, Guinea, Guinea Bissau, Mali, Niger, Senegal, Togo
and Democratic Republic of Congo which was the latest to join. Frankly speaking the
membership of OHADA currently reflects a common tradition, with the exception of
Equatorial Guinea, Guinea Bissau and the English speaking Regions of Cameroon. Apart of
the above mentioned all the other members states are French speaking with a strong civil law
tradition, expect of the English speaking Regions of Cameroon, which has the common law
legal system. From the above strength language barrier was a major obstacle to the non-
French speaking states. In order to resolved the issue of language barrier when the treaty was
revised on the 17/10/2008 at Quebec Canada, French, English, Spanish and Portuguese were
made the official languages.

Article 1 of the treaty sets out its objective clearly. It provide that the objective of the
present treaty is the harmonization of business laws in the contracting states by the
elaboration and adoption of simple common rules, adapted to the economise by setting up
appropriate judicial procedures and by encouraging arbitration for the settlement of
contractual business.

Article 2 of the treaty defines the scope of Business law with the view to its harmonisation.
The definition cover laws relating to companies, the legal statues of persons and entities
engaged in commerce, the recovery of debts, security, administration, liquidation.
Arbitration, employment, accounting, transportation and sales, and any other matter than the

64
council of ministers may unanimously decide to include within the field of business law in
accordance with the object and purpose of the treaty.

The principle aims of OHADA, as we earlier mentioned is to unify business laws in its
member states and to promote arbitration as a means of settling contractual disputes or
disputes arising from business transactions. To achieve this the OHADA have introduce
different Uniform Acts in different areas or fields of law. These Acts are applicable to all the
member states who are signatories to the OHADA treaty.

 As from date nine Uniform Acts have come into force which include;
 Uniform Act on General Commercial law
 Uniform Act on commercial companies and economic interest groups
 Uniform Act on secured transactions (collaterals and Guarantees)
 Uniform Act on bankruptcy law
 Uniform Act on arbitration law
 Uniform Act on debt recovery and enforcement
 Uniform Act on law relating to contracts for carriage of goods by road
 Uniform Act on cooperative societies

Institutions of OHADA

 The council of minsters

 The permanent secretariat located in Yaoundé
 The common court of justice and arbitration located in Abidjan and
 The regional training schools for legal officers

As far as company law is concern the Uniform Act we will be making reference to is the
OHADA Uniform Act on Commercial Companies and Economic Interest Groups. It was

65
adopted on the 17th of April 1997 and entered into force on the 1 st of January 1998. Article
907 of this Act provides that the Act shall apply to companies and economic interest groups
which shall be formed in the territory of one of the member states from date of its entry into
force in that state. However, any formalities towards the formation of a company which was
accomplished before the entry into force of the Uniform Act shall not be repealed. Also,
according to Article 1908 of the same Act, companies and economic interest groups which
were formed before the entry into force of the Uniform Act shall be subject to the provisions
of the Act. They shall thus be required to harmonize their Article of Association to be in line
with the provision of the act within a period of the Act within a period of two year

Definition of a company

There is no clear –cut definition of a company in the OHADA Uniform Act on Commercial
Companies and Economic Interest Groups.

Rather the Uniform Act in its Article 4 has given a description that a commercial company
shall be formed by two or more persons who agree, by contract, to
assign assets in cash or in kind to an activity for the purpose of sharing profits or benefiting
from savings that may accrue therefrom. The members of a company shall beer the losses in
accordance with the conditions laid down by the uniform Act.

A commercial company shall be formed in the common interest of the members.

It may also be formed, as provided by this Uniform Act, by a single person,
referred to as a sole proprietor. In company law, the commercial nature of a company is
determine by its form or the object of the company. For example Private companies, public
limited companies and public limited companies are commercial companies by virtue of their
form, irrespective of their object.

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Capacity to be member of a company

According to Article 7 of the Uniform Act any natural or corporate person not under any
prohibition, incapacity or incompatibility define under the Uniform Act on General
Commercial Law may be a member of a commercial company.

Exemptions of persons who cannot be members of a commercial company

Minors and legally incapacitated persons may not be members of a company where their
liability for the company’s debts exceeds their contributions. (Article8)
A husband and wife may not be members of a company in which they shall joint and
severally
have unlimited liability for the company’s debts. (Article 9)

Forms of commercial companies recognise by the Uniform Act

 Societe a Responsibilities limited (SARL (Private limited company)

This is a commonest form or corporate entity under the Uniform Act. Article 309 of the
uniform act on commercial companies and economic interest groups define a private limited
company as a company whereby the partners are liable for a company debts up to the limit of
their contribution and their rights are represented by the shares they subscribe for. A neutral
person may form a private limited company, or a corporate entity or two or more private
persons. It must have a minimum starting or registered capital of at least 10million C.FA.
This is provided for under Article 311 of the Uniform Act the face value of a share in a
private limited company is 5000fr. The maximum number of members in a private limited
company is fifty members. If this number exceed fifty thousand than the company will be
transform to public limited company. A private limited company end with Ltd.

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  Societe Anonym (S.A) Public Limited Company.

These are generally very large companies who have the right to sell shares to the general
public. Article 385 of the uniform act define a PLC as a company in which the liability of
each shareholder of the company is limited to the amount of shares he has taken up and his
rights are represented by the shares. A public limited company may have only a single
shareholder and there in no upper limit to the number of shareholders. By virtue of article 386
of the uniform Act a PLC shall be known as company and its name shall be flowed
immediately by the words PLC or S.A. Article 387 of the Uniform Act on commercial
companies and economic interest groups makes provision for a minimum authorised capital
of 100000000 with shares with a face value of not less than 10000.

Assignment

 Differences between a private limited and public limited company.

 Look at partnership as a form of company and discuss the two types of partners in a
partnership

Unregistered companies

 Societe en participations (S.P) (Joint Ventures)

A joint venture is a situation whereby already existing companies come together to carry out
a specific activity within a specific period. Article 114 and 854 makes provision for joint
ventures as unregistered companies. These article emphasize on the fact that in a joint venture
the members many agree not to register the association and it may be referred to as unlimited
partnership with no legal personality.

 Societe a Cree de fait( SCF) ( De facto company)

This is provided for under article 115 of the Act. As a company that does not respect the legal
procedures for the establishing a company and so cannot be registered. It has no legal
personality. A de factor company shall exist where two or more private person or corporate
persons act as partners without having been legalised or recognised by the uniform act.

Formation of a company
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The procedure leading to formation of a company is undertaken by promoters of the
company. The promoters are required to fulfil certain conditions. These conditions include
the general conditions that must be present for the validity of a contract. They include;

 Offer and acceptance

 Consent of parties
 Legal capacity to contract
 Legality (purpose and subject matter) see contract notes

From this stage the promoters or the parties need to agree on the form of the company. We
should note clearly that after the promoters have agreed by contract to form a company the
next important document that will enable it formation is an article of association.

Article of association

The Articles of Association shall be established in writing by a notarial deed or by any other
instrument
that ensures legal validity in the State of the company’s registered office. Such instrument,
together with a certification of the writing and signatures of all the parties, shall be deposited
as originals in a notary’s office. They may be amended only by the same procedure. If the
article of association are not established in writing the company is not considered to null and
void but is considered as de facto partnership.

Where the Articles of Association are drawn up in a private document, as many original
copies
shall be established as shall be needed to deposit one copy in the company’s registered office
and to fulfil all the required formalities. A copy of the Articles of Association on plain paper
shall be given to each member. However, in the case of private companies and sleeping
partnerships, one original copy shall be given to each member.

The Articles of Association shall either be a contract between members of a company where
there are several members, or a unilateral deed of intent, in the case of sole proprietorship.

Content of an Article of Association.

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The Articles of Association shall contain the following information as stated by article 13.

1) The form of the company

2) The name of the company, followed by its acronym where necessary
3) The nature and field of the company’s activity which constitute its object
4) The company’s registered office
5) The duration or life span of the company
6) The identity of contributors in cash and, for each of them, the amount of their
contribution
and the number and value of the shares handed over in exchange for each contribution
7) The identity of contributors in kind, the nature and value of the contribution made by
each of them, the number and value of the shares handed over in exchange for each
contribution
8) The identity of persons enjoying special benefits and the nature of such benefits
9) The amount of the registered capital
10) The number and value of shares issued, stating, where necessary, the various classes
of
shares
11)
Provisions relating to the distribution of profits, the constitution of reserves and the
distribution of the bonus after liquidation;
12) The rules governing the functioning of the company.

The company name, object, and duration.

COMPANY NAME (article 14, 15, 16)

Every company shall have a name which shall be mentioned in its Articles of Association.

Unless otherwise provided for in this Uniform Act, the name of one or more members or
former
members may be included in the company name.

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A company may not take the name of another company which is already registered in the
Trade
and Personal Property Rights Register.

The company name shall appear on all deeds and documents from the company to third
parties,
especially letters, bills, notices and various publications. It shall be preceded or followed
forthwith by an indication of the form of the company, the amount of its registered capital,
the
address of its registered office and its registration number in the Trade and Personal Property
Rights Register.

The name of the company may be altered in accordance with the conditions laid down by this
Uniform Act for the amendment of the Articles of Association of such a company.

OBJECT OF THE COMPANY

Every company shall have an object which shall constitute the company’s activity and which
shall be specified and described in the Articles of Association. It shall also have a lawful
object .where the company is engaged in a regulated activity, it shall comply with the special
regulations governing such activity (Article 19, 20, 21 of the Uniform Act)

The company’s object may be altered under the conditions stipulated in this Uniform Act for
amending the Articles of Association for each type of company.

REGISTERED OFFICE

Every company shall have a registered office which shall be indicated in its Articles of
Association.
The company shall have its registered office either at its principal place of activity or at the
place
where it’s administrative and financial services are concentrated. The choice of location shall
be made by the members.( Article 23 and 24 of the Uniform Act)

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DURATION
According to article 28 company shall be set up for a duration which shall be indicated in the
Articles of Association. The duration of a company is 99 years. Except otherwise the
existence of a company commence on the date on which it is registered in the Trade and
Personal Property credit Registered

CONTRIBUTIONS

Each member shall contribute to the capital of the company.

The Uniform Act provides for three (3) types of contribution (Article 40)

- In cash: made in full at the time of formation of the company or, in an SA, either in full or
in instalments;

- In kind: made by shareholders transferring to the company real or personal rights and
making available to the physical assets to which such rights relate. The contribution in kind
must be made in full at the time the company is created;

- In services: where the shareholder undertakes to work for the company.

Registration of a company

For a company to be registered it must follow the following procedure

 Conception of idea of opening up of a company by the promoters.

 Preparation of an article of association with the notary
 Stamp duty of the article of association
 Deposition of the minimum authorised capital
 Registration of the company with the Trade and Personal Property Credit registry
(TPPCR) at the court where the company intends to operates its head quarter.

The principle of incorporation

As soon as a company is registered in the TPPCR the company acquires a legal personality in
the eyes of the law, making the company to be different from its owners. This implies that the

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company is recognised as a legal person in law capable of owning its own property in its own
name and can sued or be sued. The principle of incorporation or corporate personality was
well illustrated in the landmark case of SalomonV.Salomon.Co.Ltd. In this case Aaron
Salomon had for some years owned a business unit as a merchant and boat manufacturer. He
decided to form a limited liability company to purchase his business, but wished to retain
control of the business, and so his plan was that the shareholders of the company should be
restricted himself and members of his family. The company purchase his business and the
business was transferred to it. The company issued debentures worth ten thousand pounds to
Mr. Solomon, and paid him 8782 pounds in cash in satisfaction of the rest of the purchase
price. The business did not prosper and when it was wound up a year later, it’s liability
exceeded it’s assets by 7733 pounds. The liquidator claimed that the business in reality was
still Mr Solomon business with the company being merely a sham designed to limit
Solomon’s liability for debts incurred, and therefore Solomon should be ordered to indemnify
the company against it’s debt and payment of the debentures owed to him should be
postponed until the company’s creditor were satisfied. The courts were called upon to
determine the matter. Before the court of original jurisdiction, the trial judge Vulgar Williams
J agreed with the liquidator and gave the judgment against Mr Solomon. The judgment was
confirmed by the court of appeal, but the house of Lord unanimously reversed the judgment,
and held that Mr Solomon was under no liability with the company’s creditor and that his
debentures were valid against the company. The preceding judge in the person of Lord
Halsbury said “I confessed it seems to me that, the learned judge became involved by this
argument in a very singular contradiction either the company was a legal entity or it was not.
If it was, then the business belongs to it and not to Solomon. If it was not there, there was no
person and nothing to be an agent at all.” Lord Magnaction added that the company is at law
a different person from the subscribers. The House of Lord therefore unanimously put a seal
of approval to the fact that the company is a legal person distinct from its members as soon as
the company is registered in the TPPCR

Advantages of incorporation

 The company can own properties in its own name.

 The company can sue or be sued.
 The possibility of limited liability of members of the company
 The possibility of perpetual succession.

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  The possibility of transferability of shares.

Lifting or piercing of the corporate veil

 Lifting of the corporate veil means disregarding the corporate personality and looking
behind the real person who are in the control of the company. In other words, where a
fraudulent and dishonest use is made of the legal entity, the individuals concerned will
not be allowed to take shelter behind the corporate personality. In this regards the
court will break through the corporate shell and apply the principle of what is known
as “lifting or piercing through the corporate veil.” And while by fiction of law a
corporation is a distinct entity, yet in reality it is an association of persons who are in
fact the beneficial owners of all the corporate property.
 “The doctrine laid down in Salomon v. Salomon and Salomon Co.Ltd, has to be
watched very carefully. It has often been supposed to cast a veil over the personality
of a limited liability company through which the Courts cannot see. But, that is not
true. The Courts can and often do draw aside the veil. They can and often do, pull off
the mask. They look to see what really lies behind”.
 Grounds for lifting the corporate veil
 Fraud or improper conduct- The Courts have been more that prepared to pierce the
corporate veil when it fells that fraud is or could be perpetrated behind the veil. The
Courts will not allow the Salomon principal to be used as an engine of fraud.
 Tax’s invasion -“The Court has the power to disregard corporate entity if it is used
for tax evasion or to circumvent tax obligations.
 Enemy character-A company may assume an enemy character when persons in de
facto control of its affairs are residents in an enemy country. In such a case, the Court
may examine the character of persons in real control of the company, and declare the
company to be an enemy company.
 Where the company is a sham- The Courts also lift the veil where a company is a
mere cloak or sham (hoax).
 Company avoiding legal obligations- Where the use of an incorporated company is
being made to avoid legal obligations, the Court may disregard the legal personality
of the company and proceed on the assumption as if no company existed.

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 Agency or trust- Where a company is acting as agent for its shareholder, the
shareholders will be liable for the acts of the company. Public interest- The Courts
may lift the veil to protect public policy and prevent transactions contrary to public
policy. The Courts will rely on this ground when lifting the veil is the most ‘just’
result, but there are no specific grounds for lifting the veil. Thus, where there is a
conflict with public policy, the Courts ignore the form and take into account the
substances

Organization and functioning of companies

The organization and functioning of a company will depend on the form of the company.
The OHADA uniform act have put forward diverse rules and concern relating to the
administration and functioning of companies.

Organs of the Company

Members of a company enjoys certain rights and powers that distinguish them from
ordinary creditors of the company. They become members of the group by signing the
article of association. That is why members of a company are considered as fundamental
organs in the life of the company.

1. Members (Shareholders): The status of a member in a company goes with the

acquisition of shares in the company and because of the shares, the members
enjoy certain rights and privileges in the company. This demonstrate the
importance of membership in the company. A member of a company can be a
natural or an artificial person. All members of the company must future in the
article of association.

The rights and Privileges of members of a company

By virtue of article 53 of the uniform act, the shares of a company shall confer on the
holders the following rights.

- Right to a share of the company’s profit whenever they are distributed.

- Right to a company’s net assets which are shared following the dissolution of the
company.

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 - The right to participate in voting and taking collective decision.
The first two rights are considered as pecuniary right while the last one is known
as the non pecuniary right.
Organs for company management

There are different organs of management in a company and their composition can vary from
one company to the other. However, common rules govern their appointment and dismissal.

Companies are govern either by managers or by board of directors. The uniform act does not
define the term director, but merely provides that the composition of a company’s
management shall include any person occupying the position of a director, by whatever name
called. The power to appoint directors in a company is a corporate one and it is done in the
mannered laid down in the article of association. Members of the company must be informed
on the appointment dismissal and resignation of directors of a company.

Dissolution of a company

Dissolution of a company means the coming to an end of a company existence. The company
can come to an end in the following ways.

- Expiration of the period for which the company was formed. Even though
members of a company are free to fix the life span of a company article 28 2 of the
uniform act states that the life span of a company must not exceed 99years.
However, members still have the possibility to extend or reduce the life span of
the company. Once the period for which the company was formed expires the
company must be dissolved.
- Realization or extinction of its object. The realization of the objects of a company
mean the accomplishment of the task for which the company was formed. For
example a company formed to dig a canal or to construct a bridge must be
dissolved once the bridge or canal is accomplished.
- Annulment of Company’s partnership deed. Article 203 of the uniform act make
provision for dissolution of a company based of annulment of its deal of
partnership. When this is done, the effect is that the company must be dissolved
and the judgement ordering the liquidation of the company automatically calls for
the its dissolution.

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 - By the article of Association: By virtue of article 200(4) of the uniform act
provides that liquidation of a company could come because of the decision of its
members. Members may provide in the article of association that heavy losses
shall lead to the dissolution of the company.
a) Voluntary Liquidation: One or more of the members of a company can put the
company into voluntary liquidation. The members may provoke this through a
court decision. Article 200(5) of the uniform act provide that members can
provoke a premature dissolution of a company if they have a justified reason
for doing so. The partners on a common accord can decide to dissolve the
company before the expiration of its term. A member may provoke the
dissolution of a company by renunciation of its membership of the company.
b) Court Liquidation: By virtue of article 200(6) of the uniform act, the courts
may pass a winding-up order ordering liquidation of the company’s assets.
Factors that can provoke court ordered liquidation of a company include;
failure of a member to honour his engagements vis-à-vis the company, for
example, the failure to pay contribution, perpetual incapacity of a member or
members which paralyses the company. Generally it is left to the courts to
appreciate and determine the reasons for the dissolution of the company as
provided for under article 200(5) of the uniform act. The court will not hesitate
to dissolve a company if it has reasonable grounds to do so.

The effect of dissolution of a company

When a company is wound up it conserves its legal personality for liquidation purposes until
liquidation procedure is completed. Dissolution of a company implies the realisation of a
company asset to settle the list of contributors and creditors, to pay the company’s debts and
liabilities as well as dividing the surplus if any amongst members as provided in the article of
association (Their right).

Dissolution of a company shall be published through a notice inserted in newspapers

empowered to publish legal notices of the place of registered office of the company.

Once dissolution is ordered and liquidation comes in, a liquidator is appointed. The liquidator
is charged with the responsibility of collecting and realising the company’s asset and
discharging its debts and liabilities. He may sell or mortgage any of the property of the

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company, execute all necessary documents on its behalf, Issue or accept bills of exchange,
promissory note, check and appoint agents to do anything on his behalf.

Securities and Guaranties

Assignment.

Civics and ethics

Introduction

Definition of civics

Civics comes from the Latin work word “civis”which mean citizen. It can
simply be define as a social science that deals with the right and duties of
citizens and how the government function to satisfy the needs of the citizens.

Reasons why we study civics

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To learn how laws are made enforced modified and how they are amended by
later laws.

To learn about the rights and duties (responsibilities of a citizen). It trains

citizens to be conscious of their political rights and duties and be ready to
defend these rights.

To know how the political, economic and social system of government are
supposed to operate.

To awaken national consciousness and pride in our nation. It awaken citizens

about general knowledge, about their culture, religion, economic and how they
function.

The study of civics helps to provide cultural awareness and foster national
identity and understanding in a heterogeneous society where there are
differences in language, culture and religion.

It teaches good public morals and values so as to produce honest and obedient
citizens.

It promotes and cements national unity and cooperation.

It helps us to have a global knowledge of world affairs in order to promote

international understanding and cooperation.

It also helps us to know consequences of breaking laws (civil and criminal).

It enables us to understand and uphold our culture.

It enables us know about the society in which we live and how to interact with
the government.

NATION BUILDING

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 Nation building refers to all aspects aimed at bringing a nation together
be it politically, economically and socially. Nation building is an unending
process of assuring that a country is strong and healthy in all dimension (i.e.
political, economic, social), so as to improve the life of its citizens. Nation
building aims at constructing or structuring national identity using the powers of
the state so that it remains politically, socially and economically stable.

INDICATORS OF NATION BUILDING

A. POSITIVE INDICATOR
1. Patriotism: It has to do with love for your country and willingness to defend
it.
2. Unity and cooperation: This is the state of being in agreement and working
together.
3. Respect for constituted authority: It has to do with trying not to break law
put in place by authority.
4. Punctuality: Doing something at the correct or appointed time.
5. Hard work: Putting in a lot of effort and doing something well.
6. Loyalty: Being truthful to your country.

B. NEGATIVE INDICATORS
1. Tribalism: Behaviour or attitude of trying to be loyal to a tribe or favouring
someone because he/she is from the same tribe as you.
2. Nepotism:Giving unfair advantages to your own family, e.g. by giving them
jobs sometimes below their capacities.
3. Corruption: Dishonesty or illegal behaviour especially by people in
authority.
4. Intolerance: trying not to accept the ideas or ways of behaviour different
from yours.
5. Embezzlement:
6. Theft:
7. Dishonesty: That is, trying to trick people.
8. Laziness: unwillingness to work or be active, i.e. doing as little as possible.
9. Greed: It has to do with a strong desire for more wealth, thus, tiling,
embezzlement and bribing.
10.Bribery
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11.Prostitution: Having sex on hire (for money) which can lead to diseases,
unwanted pregnancies, low self-esteem, etc.
12.Promiscuity: Having more than one sexual partner.
13.Violence: physical and emotional violence.
14.Drugs: It is an illegal chemical smoked or injected which has negative
physical and mental effects,

CITIZENSHIP

Citizenship is a mutual appellation that exists between an individual living in a

particular country and enjoys all the rights and privileges of that country, and
who on the other hand pay loyalty or allegiance to the country. A citizen of a
country has political rights which include;

The right to vote and be voted

The right to change a repressive government

The right to equal opportunity

The right to political appointment

The right to education

Freedom of thought and expression.

For more details see the 1996 constitution as amended by the 2008 law.

The citizens love their country and the state is under an obligation to
provide certain facilities which the citizens or the individual, on his own could
not have provided. In return the citizens carry out certain task and duties to
sustain, enhance and contribute to the growth of the state.

Citizenship is a life long relationship which a citizen enters into and

only graduates when he or she dies or changes nationality. Before looking in
details, the give and take relationship that exist between the citizens and the
state or country, we shall look at the various ways that an individual can
become a citizen of a country.

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 Methods of acquiring nationality in Cameroon

There several ways through which citizenship or nationality can be obtained in

Cameroon. This includes the following;

Through delivery or birth

Any child born in Cameroon or on Cameroon territory, soil (jus soli)

automatically becomes a Cameroonian.

By decent

Any child born by Cameroonians parents automatically acquires Cameroon

citizenship.

By marriage

Citizenship can be obtained by way of marriage. If a Cameroonian gets married

to a wife who is a foreigner, the wife will acquired Cameroonian nationality and
vise visa.

By naturalization

This is done through application. A foreigner who is interested to become a

Cameroonian can apply to acquire Cameroonian nationality through the
president. The application goes through a process of evaluation. If it is found
that the individual loves the country and can contribute positively to the growth
and development of the country, such individual will be granted a citizenship of
Cameroon.

Adoption

Any child adopted by Cameroonian parents acquires the nationality of his

adopted parents.

Honour

Citizenship or nationality can be obtained as an honour bestowed on an

individual because of his political accomplishment or because of his individual
contribution in promoting human dignity. E.g. distinguish political figures like
Nelson Mandel acquired Tanzania, Guinea and Liberia.

Differences between the citizen and the foreigner

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There are several differences between a citizen and the foreigner of a country.

A citizen enjoys political and social rights. He or she also enjoys legal
protection while non-citizens who are not recognized do not.

A citizen has his or her own country as a permanent habitant or home while a
non-citizen of that country has it as a temporal home.

Functions of the state vis-a-vis the obligations of its citizens

The role of the state of country is to help its inhabitants to carry out those
activities which if left for them to do will not be done. These duties include the
following;

Protection

To guarantee protections is one of the fundamental duty that citizens expect

from any government of a country. Therefore the state is under a duty to protect
it citizens both internally and externally.

Education

The state has as a responsibility to educate its citizens and ensure that they have
quality education. Such education given to the citizens can be formal or
informal both in the public and private sector.

Health

The state has as a responsibility to provide good medical facilities to its citizens.
It is the responsibility of the state to make sure that the citizen lives in a healthy
environment so as prevent the outbreak of epidemics and diseases.

Assistance

The state also has the duty to provide assistance to its citizens whenever they
are unable to help themselves especially to the less privileges citizens or groups.
Financial assistance can also be given to small and medium size enterprises to
help them booster their businesses.

Provide jobs

The state cannot provide jobs for everyone. However, it is the responsibility of
the state to make the environment favorable for jobs to be created. This can be

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done by encouraging individuals to invest in the private sector, developing those
areas that are lucrative and that can bring income to the economy.

Obligations of the citizens

Pay taxes

The citizens have as an obligation to pay taxes to the government or to the state.
Such taxes are used in the provision of public and social facilities.

Participation in voting

The citizens are obliged to participate in elections that occur within their
country e.g parliamentary, senatorial, presidential elections.

Respect of authority

The citizens are under an obligation to respect and obey constituted authorities
within the state.

Observed and respect national laws

If laws are not implemented in society, there will be chaos and barbarism.
Therefore, laws are instituted in society so that, differences in society will not
lead to conflict and destruction. Good citizens participate in the process of
selecting law makers.

Sanitation

The citizens of a state have it as an obligation to maintain good sanitation in

order to gain a conducive and healthy environment.

The citizens also have as a duty to safe in the army

It is also the duty of citizens to help the police to tack down criminals in the
society.

Government

Government is a body of persons or institution that is empowered to make and

enforce laws of the state or a particular society. These laws are made to
safeguard the smooth functioning of the state and sharp the behavior of citizens.
In the absent of these laws, there will be insecurity, chaos and oppression.
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 Functions of the government

 They make laws

 Promote economic growth
 Create job opportunities
 Provide security and protection to citizens
 Provide the country with infrastructures such as roads, hospitals
 Provide socio economic needs of the citizens such as pipe born water,
electricity etc
 Responsible for good health and education

Organs of the government

Organs of the government refer to the parts or sections of government which

has a particular function towards the success of the government. Therefore,
every government has organs that assist in the charge of function. They include;

The legislature

The legislature is the organ which is in charge of making laws for the state. In
doing so, it introduces new laws, changes and amend some existing laws if it
consider them lacking in application. In Cameroon the legislature is headed by
parliament. The Cameroon parliament is Bi-cameral in nature meaning that it is
made up of two houses. The lower house (National Assembly) and the upper
house (senate). In the united statess we also have the house of common and the
House of Lords. Apart from voting laws the legislature is also in charge of
voting the country budget, amend the constitution and control of government
actions .

The executive

This is the administrative arm of government. The executive arm of the

government is charged with the administering or executing laws passed by
parliament. The executive does the administrative duties of the government by
providing for the needs and the protection of the people living within the state.
It does not make laws but initiates and proposed them in the form of bills to
parliament for deliberations. In Cameroon the executive is head by the president
with the help of his ministers.

The judiciary

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The judiciary interprets the laws made by the legislative organ. The judiciary
has the powers to declare a law made by parliament null and void if such laws
are contrary to the laws of the land (constitution).

Types of government (assignment)

Read on

Monarch

Parliamentary system of government

Presidential system of government

Semi presidential system of government

Good governance

According to the World Bank, good governance is the manner in which power
is exercised in the management of a country economic and social resource for
development.

Attributes or indicators of good governance

Participation

This implies that all men and women should have voice in decision making.
Participation could either be direct through representative. Good governance
requires freedom of association and expression of an organized society

Transparency
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This mean that decision taken and enforcement are done in a manner that
follows rules and regulations. It also means that information is also free and
available for those to be affected by such decisions.

Accountability

Good governance requires that institutions as well as private sectors and civil
society organization be accountable to those who will be affected by its
decisions or actions. In order words it means giving answerability and giving in
details how resources have been channeled or use before reaching the establish
goals of the entity.

Rule of law

Good governance requires that laws in a given society should be implemented

impartially. Therefore impartial enforcement of laws will require and
independent judiciary and an impartial and incorruptible police force.

Responsiveness

This goes along way with the notion of setting dates, time frame and deadline in
solving pressing needs of the society

Efficiency

Efficiency will mean that institutions or entities should use the available
resources to produce a result that meets the need of the society.

Equity

This requires all groups especially the most vulnerable have equal opportunities
to improve or maintain their well being.

Consensus oriented.

In society there are some many actors and viewpoints. Good governance will
mean that the various view points should be taken into consideration and a
harmony attain between them.

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