.

/ EMAC/UMAC/COBAC
AND AMENDING AND COMPLETING CERTAIN
MONETAIRE DE L'AFRIQUE CENTRALE CONDITIONS RELATING TO THE PRACTICE OF
UNION MONETAIRETHE BANKING PROFESSION IN THE CENTRAL
OF CENTRAL AFRICA AFRICAN ECONOMIC AND MONETARY
COMMUNITY
THE MMISTERIEL COMMITTEE

COMITE IVIINISTERLEL

Having regard to the Treaty of March 16, 1994 establishing the Communauté Economique
et Monetaire de l'Afrique Cearalc (CEMAC);
Having regard to the Convention of July 5, 1996 governing the Union Monetaire de
l'Afrique Centrale (UNIA C) ;
Having regard to the addendum to the CEMAC Treaty of July 5, 1996 relating to the
institutional and legal system of the Community and the relevant Community texts;
Having regard to the Convention du 16 octobre 1990 portant création (rune Commission
Bancaire de I'Afrique Centrale (COBAC) and its Annex ;
Having regard to the Convention of January 17, 1992 on the Harmonization of Banking
Regulations in the States of Central Africa, its Annex and subsequent and relevant texts,
in particular
▪ Reglement N°01/00/CEMAC/t MAC/COBAC du 27 novcrnbre 2000 portant
institution de Pagrement unique des etablissements de crédit daps la Communaute
Economique et Monetaire de l'Afrique Centrale ;
CEMAC Regulation No. 04/08/CE/v14kCiUIVIAC/COBAC of October 6, 2008 on
corporate governance in CEMAC credit institutions;
• Reglement N°02108/CEMAC/UMAC/COBAC du 06 octobre 2008 portant
attribution of competence to COBAC for the determination of the categories of credit
institutions, their minimum share capital, their legal form and authorized activities;
In view of Article 23 of the appendix to the revised Convention of October 16, 1990,
pursuant to which the provisions of the said Convention "..., pcuvent Etre modifides par
décision du Cornite Ministeriel, prise a l'unanimite, apres avis conforme du Conseil
d'Administration de la BEAC " ;

Considering that the present regulation is made in particular for the application of the
provisions of Particle 23 of the Annex to the Convention of October 16, 1990 rev's* ciao
above;
 2

- IrtrIt Rtgtrrnunt ieetieVeEisienititteteaffike-tlu—-- -1-3-avri __________ f 2002 relatif atrot

conditions d'exerciee et controls de l'activite de microfinance dans la Communaute
Economique et Monetaire de 1 Afrique Centrals ;
Having regard to the Traits portant Organisation pour l'Harrnonisation en Afriquc du Droit
des Makes (OHADA) and its relevant Uniform Acts ;
Having regard to the deliberations of March 21, 20114 in Yaounde by which COBAC approved the
projet de Reglement CEMAC modifiant et comp etartt certaines con itions re a Ives
l'exercice de la profession bancatre dans la CEIvI►C ;
Considering the need to raise credit institution approval requirements to international
standards;
Considering the Recommendations of the Basel Committee on Banking Supervision
concerning the criteria for authorisation and authorised activities, which stipulate in
particular that the Authority granting authorisation is empowered to set suitability criteria
and to reject applications from institutions which do not meet them.
Having regard to the assent of the BEAC Board of Directors delivered !ors its meeting of
December 19, 2014 in Douala;

Meeting in its session of March 27, 2015, in Yaounde;

I

On the proposal of the Governor of BEAC ;

A1)ADOPTS THE FOLLOWING REGULATIONS

TITLE ONE

DEFINITIONS - PURPOSE

Article 17 .- For the purposes of these regulations, the following definitions shall apply

− u Autarite Monetaire " Ic Minister in charge of currency and credit of the country
for which the application for approval is made ;
− "Avis conforme de la COBAC " Avis dont lea tonnes Bent l'Autoda competente
which may not be passed on without notice, in accordance with Article 3(4) of the
Annex to the Convention of January 17, 1992;
 3
— "BEAC: the Bank of Central African States;

— "CEMAC": the Economic and Monetary Community of Central Africa;

— "CNC": Conseil National du Credit ;

— " COB KC-- "or "Coriamsiori- Bancairnr7la- CommissiorrEaneaire-de-PAfrique

Centrale ;

— The "Manager" is the General Manager or the Deputy General

Manager of a credit institution, under the conditions laid down in the
present
Reglement ;

— "Credit institution" means an organization that carries out banking operations

on a regular basis. These include receiving funds from the public, granting
loans, issuing guarantees in favor of other credit institutions, providing
customers with payment systems and means of payment, and managing them.
Microfinance establishments governed by Regulation
n°01/02/CEMACiUivIAC/COBAC of April 13, 2002 relating to the conditions of
exercise and control of the activity of Microfmanc, e in the Communauté
Economique et Monetaire 1'Afrique Centrale are not considered to be credit
establishments; ,

"Member state(s) >> : CEMAC member country(ies) ;

− "Groupe d'Action Financiere or Financial Action Task Force (FA7F),

intergovernmental body to combat money laundering and the financing of
terrorism
— <c Banking operations: operations involving the receipt of funds from
the granting of loans, the issuing of guarantees in favor of other
credit institutions, and the provision and management of payment systems and
means of payment.
— "Banking Profession all economic agents carrying on the business of
d'etablissernent de credit au setts du présent reglement ;
— "applicant": person requesting the issuance (Pun agrement en vertu du present
lUglement
"1.1n month; corresponds to thirty calendar days.
4
Article 2 - The present Regulations establish :

- conditions for granting and withdrawing approval as an establishment .e cr

- conditions for granting and withdrawing approval as managers and statutory

auditors of approved credit institutions in CEMAC

- conditions relating to changes in the status of credit institutions.

TITLE II

APPROVAL OF CREDIT INSTITUTIONS

Article 3 - The carrying on of banking business in the territory of one of the member states is
subject to the approval of the issuing authority, which is given after obtaining the opinion
of the Banking Commission.
The prior agreement or non-objection of the banking supervisory authority of the country
of origin is compulsory in the case of approvals requested by credit institutions or
banking groups whose head offices are outside the CEMAC.
Article 4 - Credit institutions whose head offices are located outside CEMAC may open
representative, information or liaison offices in member countries. The opening of such offices
is subject to the approval of the Monetary Authority, which is granted after receiving the
opinion of the Banking Commission.
The conditions c4 governing the opening and operation of these offices are set out in the
COBAC regulations.

Article 5 - Credit institutions must be incorporated in the legal form of limited companies
with a Board of Directors within the meaning of the Uniform Act O1 DA relating to the
law on commercial companies and economic interest groupings. Their shares must be
in registered form.
Article 6 - Persons established in high-risk, non-cooperative jurisdictions within the
meaning of the FATF nc may acquire holdings in a credit institution in the CEMAC.
It is forbidden for credit institutions established& in CEMAC to subscribe for shareholdings
in institutions established in the high-risk and non-cooperative jurisdictions referred to in the
paragraphs above.
 5

Article 7.- a -cman-c agremen en qua a. ISSCITICII

l'Autorite Monetaire contre recepisse. tine copie de ladite demande accompagnee du recepisse est transmise par e requ
rant a omrmssion an a r

The application must specify the category of credit institution for which the applicant is applying. It is accompanied by a
complete file, the composition of which is laid down by COBAC regulations.

Article 8 - The application file is forwarded to COBAC by the Monetary Authority for approval.

From the date of receipt of the complete application, the Commission Bancaire has six months to reach a decision and
notify the Monetary Authority of its decision. If no decision is taken by the end of this period, this is deemed to be
an assent.
Article 9 - When the application file is incomplete, COBAC informs the applicant in writing, with a copy to the Monetary
Authority, and invites him to provide the missing information and/or documents.

Any request for additional information suspends the processing time until the requested information is received.

Article 10 - As part of the appraisal process, COBAC is empowered to ask promoters for any information deemed useful,
and to interview them or any person whose interview proves necessary for the examination of the application for approval.

Article IL- Approval is granted by order of the Monetary Authority, with a copy to the applicant, the Banking
Commission, the National Directorate of the Banque des Etats de I'Afrique Centrale and the Conseil National de Credit.
The "arrete d'agrement" specifies the category in which the bank is classified and the banking operations it is authorized
to carry out.

The decision to refuse approval is notified by the Mondtaire Authority to the applicant, with a copy to the Banking
Commission.

Article 12 - The approval order is published in the Journal Officiel and in at least one of the main press organs of the
Member State concerned, at the applicant's expense.

Article 13 - The CNC draws up and updates a chronological list of approved credit institutions and assigns them a
registration number.
Credit institutions must include the registration number on all correspondence and publications.

6
Article 14 - One year after the start of operations, COBAC assesses the progress made by new
credit institutions in achieving their commercial and strategic objectives, and ensures that the
commitments made by promoters at the time of approval are met. Establishments failing to
meet their commitments will be subject to injunctions or sanctions as provided for in current
regulations.
TITLE III
APPROVAL OF MANAGERS OF CREDIT INSTITUTIONS
Article 15 - The general management of credit institutions must be permanently assured by at
least two natural persons, approved in accordance with the conditions laid down in the present
regulations.
The functions of Chief Executive Officer and Deputy Chief Executive Officer of a credit
institution are incompatible with the exercise of the functions of corporate officer or any
salaried position in an entity other than the said credit institution.
Article 16 - The exercise of the functions of credit institution manager is subject to the approval
of the Monetary Authority, granted after the assent of the Banking Commission.
Article 17 - The application for approval as a manager is sent to the Autorite Monetaire center
recepissd. A copy of the said application, together with the receipt, is sent to the Banking
Commission for information purposes.
The application for approval must be accompanied by a complete file, the composition of
which is set out in the COBAC regulations.
The qualifications and professional experience required to be approved as a manager of a
credit institution are set out in the COBAC regulations.
Article 18 - The approval application file is forwarded to COBAC by the Autorito mon6taire,
for assent,
From the date of receipt of the complete file, the Banking Commission has one month to reach
a decision and notify the Monetary Authority of its decision. The absence of a decision by the
end of this period shall be deemed to be a conform° opinion.
Article 19 - When the application file is incomplete, COBAC informs the applicant by 6crit,
with a copy to I'Autoritd mon6talre, tt ( invite a fournir les informations etiou pieces
manquantes.
7
cute 'eman e
until we receive the requested information.
Article 20 - As part of the investigative process, COBAC is empowered to ask the applicant for
any information deemed useful, and to hear or listen to any person deemed necessary for the
examination of the application for approval.
Article 21 - Approval is issued by the IVIonetary Authority with a copy to the applicant, the
Banking Commission, the National Directorate of the Banque des Etats de---
"T'AWITCEritF5leerrireomeii- National- de-er6dit:
The decision to refuse approval is notified by the Mondtaire Authority to the applicant, with a
copy to the Banking Commission.
L'arr8te d'agrement est publié au Journal Officiel et dans au moins un des principaux organes
de presse de Past membre concern!, aux frais du beneficiaire.
TITLE IV
APPROVAL OF ACCOUNT CLERKS OF
CREDIT INSTITUTIONS
Article 22 - Les operations des etablissements de credit sort controilees par au moins deux
commissaires titulaires distincts agre4s dans les conditions pr6vues par le present Riglement.
A single statutory auditor may be appointed if the credit institution's balance sheet total does not
exceed a threshold set by COBAC regulations.
Statutory auditors may be natural persons or legal entities.
Article 23 - Statutory auditors of credit institutions are subject to the approval of the Ivfonetary
Authority, which is granted after receiving the assent of the Banking Commission.
Article 24 - The initial application for approval as statutory auditor of a CEMAC credit
institution is sent by the credit institution to the Monetary Authority against receipt. A copy of
the aforesaid request, together with the copy, is sent by the aforesaid establishment to the
Banking Commission for information purposes.
8
The application for approval must be accompanied by a classier cornplet, the composition of which is fixed by Retrlement
COBAC.
Article 25 - The application file is forwarded to COBAC by the Monetary Authority, for its approval.
From the date of receipt of the complete application, the Banking Commission has one month to reach a decision and notify
the Monetary Authority of its decision. If no decision is taken by the end of this period,- will be deemed to have been
approved. ------------ - --
Article 26 - When the application file is incomplete, COBAC informs the applicant in writing, with a copy to the Monetary
Authority, and invites him to provide the missing information.
Any request for additional information suspends the processing of the application until the requested information has been
received.
Article 27 - As part of the appraisal process, COBAC is empowered to ask the applicant for any information it deems
useful, and to hear any person it deems necessary to examine the application for approval.
Article 18 - Approval is granted by the Monetary Authority with a copy to the applicant, the Banking Commission, the
National Directorate of the Banque dos Etats de l'Afrique Centrale and the Conseil National de Credit.
The decision to refuse approval is notified by the Monetary Authority to the applicant, with a copy to the Banking
Commission.
Article 29 - Dellvrance of a statutory auditor's license
d'etablissement de credit conere A ce dernier Ia qualification pour certifier les comptes def --) tout atna-e etablissement de
credit agréé dans la CEMAC, A charge pour tout etablissement
de crédit to seek prior authorization from In COBAC for the appointment of an approved kit auditor.
The Commission Bancaire maintains and publishes a list of persons authorized to act as statutory auditors for credit
institutions in the CEMAC region.
Article 30 - The decree appointing the statutory auditor shall be published, at the expense of the credit
institution, in the Journal Officiel and in at least one of the main press organs of the member state
concerned [.
9
4
f MENTTIES ETNITLISSEMENTS D E--- €
AND STATUTORY AUDITORS
Article 31 - With the exception of the case iia a uric sanction, the withdrawal of the authorisation (Pun etablissement de
credits of a manager or an auditor of a credit establishment, is
prononce parT_Autoki16 Monetaire soit à la demande de Petablissement dc credit concerne,
salt a l'initiative de la COBAC ou de l'Autorite monetaire.
Article 32 - The decision to withdraw approval is taken by the Monetary Authority within one month of
- notification to the Monetary Authority of COBAC's assent, when the withdrawal of
the withdrawal of approval is pronounced at the request of Petablissernent de credit or
[ the Monetary Authority's initiative
- receipt of COBAC's request by the Monetary Authority, when withdrawal of approval is requested by COBAC.
Article 33 - The decision to withdraw approval is notified to the credit institution, the manager and the auditor concerned.
Copies are sent by the Monetary Authority to the Banking Commission, the National Directorate of the Banque des Etats de
l'Afrique Centrale and the National Credit Council.
The decision to withdraw approval is published in the Official Journal and in at least one of the main press organs of the
Member State concerned&.
Article 34 - Withdrawal of a credit institution's authorization at its request is subject to COBAC's assent.
application for withdrawal of authorization is sent to the Ivionetaire Authority against receipt. A copy of the said request,
together with the receipt, is deposited by the applicant with the Commission Bancaire for information purposes.
Article 35 - A credit institution's application for withdrawal of authorization is forwarded to COBAC by the Monetary
Authority, for its assent.
From the date of receipt of the complete file, the Banking Commission has one month to reach a decision and notify the
Monetary Authority of its decision. If no decision is taken by the end of this period, the Commission gives its assent.
10
Article 36 - The Monetary Authority which takes the initiative to withdraw the Pagrement of a credit institution, of a manager
or of an auditor of a credit institution, is required to seek the opinion of the COBAC. The reason for the withdrawal and, where
applicable, a copy of the relevant file, are communicated to COBAC, which has one month to reach a decision. If no decision is
taken within this period, the COBAC is deemed to have given its assent.
Article 37 - When COBAC requests the withdrawal of the authorization of credit institutions, their managers or their auditors,
it informs the Monetary Authority of the reason for the withdrawal and, where applicable, a copy of the relevant file.
COBAC informs the credit institution concerned of this initiative by any means that leaves a record of its receipt.
Article 38 - When it is pronounced by the Monetary Authority on its own initiative or at the request of COBAC, the withdrawal
of Pagrement of credit institutions, their managers and their statutory auditors, takes place automatically when, notarnment
Petablissement de credit n'a pas fait usage de son agrement dans un alai de douzc mois a compter de sa delivrance;
The credit institution has not been in business for at least six months; when the credit institution, its manager or its statutory
auditor no longer fulfils the conditions under which approval was granted;
it is established that the information on the basis of which Pagrement was issued is false or inaccurate.
Article 39 - Lc rctrait d'agrement put egalement etre prononce a titre de sanction diseiplinaire par la COBAC, conforme aux
dispositions de Particle 15 -de la Convention du 16 octobre 1990 portant création d'une Commission Bancaire de l'Afrique
Centrale,

MO DIFICATIONS DE SITUATION JJES ET- Arrussnarrirrs

CREDIT
Article 40 - Modifications which, in the normal course of business of an approved credit institution, significantly affect its
situation, are subject to prior authorization by the Commission Bancaire.
Article 41 - Modifications that a credit institution plans to make to its legal situation and that concern Pun des ClCments au
vu desquels it a et6 aerie are considered to significantly affect the situation of a credit institution and require the prior
authorization of COBAC. These changes concern in particular
• changing, extending or restricting the type of authorized activities;
• the merger or demerger of Petablissement
• transfer of the business ;
• the partial disposal of assets representing at least 253/4 of Petablissement's balance sheet total;
• the increase in Petablissement's share capital other than increases made by incorporation of reserves or
profits;
• change of contriile ;
• (e.g. acquisition or disposal of significant stakes in Petal's capital)] issement ;
• opening a subsidiary or branch outside CEMAC ;
• Opening of a representation, information or liaison office in a CEMAC state or outside CEMAC;
• the acquisition of shares in an entity outside the CEMAC ;
La liste ci-desnis pourrare cornpletee ou amendee par un Reglement de la COBAC qui
pr6cisera Its Lypes at la portee des modifications significatives, la composition des
and the procedures for [cur instruction.
Article 42 - Modifications which, with regard to the regulatory provisions in force, are not considered as significantly affecting
the situation of a credit institution, are simply notified to the Banking Commission in the form and within the time limits
prescribed by COBAC regulations.
14
IC systne bancairc et financier de Is CEMAC porta dirmtement ou
irectement des crevices douteuses sur saou , A l'appre.ciation de
Commission Bancaire, on cello dientreptises ou de personnel plactes ,s son controle ou sa direction;
4) ! a benificie par lui-mtrnc ou par personne interposde, de concours d'un
In the event of a dispute between the credit institution and the customer, the credit institution shall be liable to the customer for
any loss or damage suffered as a result of the dispute.
limits set by Is reglementation bancaire, or if it has contributed to the -,raditiaii do la situation dribritiehieNt de at/It- delft
CEMAC.
Article 52 -He may not be in charge of an information, liaison or sales office.
if he is subject to any of the prohibitions or penalties provided for in Article 53.
above.
SECTION VIII
FINAL PROVISIONS
modalites d'application du présent RagIement seront précisees par des a Commission
Article 53 - Bancaire de l'Afrique Centrals,
Rigi=einv
présente r6glement abroge les articles 2 et 8 de 1 Annexe a. la Convention 990 portant création
-
Article 54 - Ld'un Commission Bancaire en Afriquc Cent ale et 22 de l'annexe A la Convention du 17
du 16 octobrcjanvier 1992 portant harmonisation ation bancaire dans les Etats de l'Afrique Centrals, ainsi
1es articles clue routes les onales et communautaires anterieures contraires.
rig:erne pr6sent reglement, redig6ed en langue francaise, anglaise et e-spagnole, le isant foi en cas de
provisions n divergence, entre en vlgueur a comptcr de sa signature au Bulletin Officiel de la Communautt
Economiquc et Monetairc de le
Article 5f.-I
texts fiat it
sera puLli
l'Afrique

Ynound6, March 27, 2015

-
BANKING COMMISSION
OF
(0 AC CENTRAL AFRICA
COBAC REGULATION R-2016/02 ON CHANGES IN THE
SITUATION OF CREDIT INSTITUTIONS
The Banking Commission of Central Africa ;
Having regard to the Convention of October 16, 1990 establishing the Commission Bancaire de
l'Afrique Centrale and its Annex ;
Having regard to the Convention of January 17, 1992 on the Harmonization of Banking Regulations
in the Central African States, its Annex and subsequent relevant texts, in particular
le *Cement n° 02/15/CEMACiUMAC/COBAC du 27 mars 2015 modifiant et completant certaines
conditions relatives a Ia exercice de Ia profession bancaire dans la Communaute Economique et
Monetaire de l'Afrique Centrale ;
CEMAC regulation no. 04/08/CEMAC/UMAC/COBAC of October 6, 2008 on corporate
governance in CEMAC credit institutions;
the regulation n°02/0810EMAC/UMAC/COBAC of October 06, 2008 granting competence to
COBAC for the determination of the categories of credit institutions, their minimum share capital,
their legal form and authorized activities;
Having regard to the Treaty establishing the Organization for the Harmonization of Business Law
in Africa (OHADA) and its relevant Uniform Acts;
Meeting on September 16, 2016 in Yaounde.

1
DECIDES :
TITLE I - GENERAL PROVISIONS
Chapter I: Purpose
Article 1"
The present regulation, issued in application of the provisions of regulation no.
02/1510EMAC/UMAC/COBAC modifying and completing certain conditions relating to the
exercise of the banking profession in the Economic and Monetary Community of Central Africa,
determines the procedures for processing and the composition of applications for prior authorization
and notification, submitted to the monetary authority for changes in the situation of credit
institutions.
Chapter II: Definitions
Article 2
For the purposes of these regulations, the following definitions shall apply:
change of control any operation whereby a natural or legal person, or a group of personnel acting
together, acquires or disposes of a fraction of the capital which gives or causes it to lose the power of
effective control over the management of the establishment;
- merger: any operation whereby two or more credit institutions decide to merge into a single
institution. The merger operation may give rise either to the creation of a new entity, or to the
absorption by one establishment of all the other entities;
sianifiqative shareholding: holding of shares representing at least 5% of the share capital or voting
rights of the credit institution ;
cvntr8le power: holding by a shareholder or group of shareholders of sufficient voting rights to be in
a position to impose its will or its power at general meetings and, thereby, to exercise exclusive
control, joint control or significant influence over the management of the credit institution within the
meaning of article 62 of COBAC regulation R-2003/01 of January 15, 2003 on the organization of
accounting.
credit institutions. Control is presumed to be effective when the voting rights held directly or
indirectly represent at least one-fifth of the voting rights;
- demerger: any operation whereby the assets and liabilities of a credit institution are divided into
several parts, each of which forms the assets and liabilities of a new entity.
Article 3
The voting rights held by :
other persons on behalf of that person;
− companies under the effective control of this person; a third party with which this
person is bound by a shareholders' agreement;
− that person's ascendants, descendants, spouses, brothers, sisters and other relatives
up to the 4eme degree.
A person's voting rights also include the rights which that person or any of the aforementioned
persons is entitled to acquire on his or her own initiative by virtue of an express, tacit, public or
concealed agreement.
Article 4
Persons who have entered into an express, tacit, public or concealed agreement with a view to
acquiring or transferring voting rights or to exercising rights in order to implement a common
policy with regard to the company are deemed to be acting together. Such an agreement is
presumed to exist :
between a company, the Chairman of its Board of Directors and its Managing Directors or
members of its Management Board or its managers or executives;
- between a company and companies over which it directly or indirectly exercises effective control ;
between companies under the effective control of the same person or persons.
Article 5
Changes that a credit institution plans to make to its legal situation and that concern Fun of the
elements on the basis of which it has Me agree, are considered to significantly affect the situation of
a credit institution and require the prior authorization of the COBAC. These changes concern in
particular
- changing, extending or restricting the type of authorized activities;

− merger or demerger of ;
− transfer of the business ;
partial disposal of assets representing at least 25% of the company's balance sheet total ;
( increase in Itetablissement's share capital ;
change of contrOl ;
- acquisition and disposal of significant shareholdings in the company's capital ;
opening a subsidiary or branch outside the CEMAC ;
opening a representation, information or liaison office in a CEMAC state or outside CEMAC;
− acquisition of shareholdings in entities outside CEMAC.
TITRE II MODALITES D'INSTRUCTION ET COMPOSITION DU DOSSIER DES
DEMANDES D'AUTOR1SATION PREALABLE
Chapter ill: Procedures for processing requests for prior authorization
from credit institutions
Article 6
Changes significantly affecting the situation of a credit institution may only be authorized if
COBAC is satisfied that such operations do not jeopardize the continued existence of the institution.
Article 7

43
The COBAC may reject any request for prior authorization for a modification likely to result in a
change of control, when it considers that the exercise of its supervisory mission is likely to be
hindered by the existence of de jure or de facto immunity from jurisdiction in favor of the future
shareholder(s).
Article 8
The opening of a Male or branch outside the CEMAC region by a reporting credit institution, as
well as the acquisition of equity interests in an entity headquartered outside the CEMAC region,
may only be authorized insofar as they do not adversely affect the institution's financial position or
result in a shortfall of capital in relation to its risk profile.
Article 9
The opening of a representative, information or liaison office in a CEMAC member state or outside
CEMAC by a credit institution authorized in CEMAC may only be authorized for activities other
than banking. Operations carried out on behalf of the establishment are limited to
- the collection of economic, financial and sectoral data of interest to the credit institution ;
- developing relationships with local business operators
host country to promote the company's activities ;
− participation in events of interest to the company.
Chapter IV: Composition of the prior authorization file
Article 10
The application for prior authorization to change, extend or restrict the activities of the applicant
credit institution must include
- minutes of the extraordinary general meeting which approved this operation ;
the board of directors' report on ;
- statutory auditor's report on the operation ;
− the draft modified bylaws ;
▪ tour information enabling COBAC to assess
the adequacy of the company's governance system, risk management system and level of equity
capital to the prudential standards in force for the type of business envisaged.
Article 11
The application file for prior authorization for a dolt fusion operation includes in particular
− the name of the merging company or of the new company resulting from the
merger ;
the articles of association of the companies involved in the merger and, where applicable, the draft
articles of association of the new company i cutler ;
annual financial statements certified by the statutory auditors, including balance sheets and income
statements for the last three financial years for each of these companies;
the minutes of the extraordinary general meeting of each of these companies authorizing the
merger;
report of the board of directors of each of the companies to the shareholders on ( operation
− the statutory auditors' reports on the merger for each of these companies;
the merger agreement between these companies ;
- the proposed merger specifying the method used to determine the exchange ratio and the valuation
of the assets ;
− staff redeployment plan.
The above list may be supplemented or amended by a COBAC instruction.
Article 12
The application for prior authorization for a demerger operation must include the following:
− minutes of the extraordinary general meeting of the credit institution authorizing
the demerger ;
− the demerger project ;
statutory auditor's report on the demerger ;
- staff redeployment plan.
Article 13
Notwithstanding the conditions laid down in current regulations, the application file for prior
authorization for a total sale of a business or partial sale of assets must include in particular :
− articles of association of the transferring company ;
- annual financial statements certified by the statutory auditors, including balance sheets and
income statements for the last three financial years of the transferor credit institution and the
transferee entity;
minutes of the general meeting of the transferor credit institution or of the deliberative body of the
transferee entity, authorizing the transfer ;
− the report of the board of directors of the selling credit institution and, where
applicable, of the transferee entity, addressed to the shareholders.
Article 14
Request for prior authorization for a capital increase
6
must include
minutes of the extraordinary general meeting held to approve the capital increase ;
statutory auditor's report on the capital increase ;
share capital subscription form ;
waiver of preferential subscription rights ;
Notarized declaration of subscription and payment in the case of a numerical contribution;
a statement from the funds' custodian account to certify that the funds have been released;
the contribution auditor's report in the case of a contribution in kind;
− the certificate of release of shares issued by the notary in the event of set-off of
certain, liquid and payable debts. This certificate is issued on the basis of the financial
statements certified by the statutory auditor;
capital breakdown before and after the operation.
Article 15
The application for prior authorization to reduce a credit institution's share capital must include,
in particular
− minutes of the extraordinary general meeting held to approve the reduction in
share capital ;
statutory auditor's report on the reasons for and terms and conditions of the capital reduction ;
capital distribution table before and after ( operation.
Article 16
The application for prior authorization for the acquisition, sale or transfer of shareholdings
involving a change in the applicant credit institution's power of control must include :
a certified copy of the legal document setting out the terms and conditions of the operation between
the parties involved;
- if applicable, the shareholders' agreement ;
− notarized declarations of subscription and payment; table showing the distribution
of the credit institution's capital before and after the operation ;
a study detailing the objectives of the operation, how it will be financed
and its impact on the control of the target company,
particularly with regard to its governance, its strategic
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commercial activities, projected activities, ( outsourcing diactIvItes, its prudential situation, its risk
profile and its exposure to new risks;
- the three-year eactivities plan ;
If the acquirer is a credit institution, a group or a financial holding company whose registered office
is outside the CEMAC region, the acquirer must obtain prior approval or a no-objection opinion
from the banking supervisory authority of the country of origin.
Article 17
The application for prior authorization to acquire or dispose of shareholdings that entail a change
in the applicant credit institution's power of control must also include information enabling
COBAC to assess the quality and good repute of future acquirers, to evaluate their financial
soundness and to ensure that they are not affected by any prohibitions or incompatibilities provided
for by the regulations in force.
Please present
1) For individual buyers
a curriculum vitae written in french, dated and signed ;
a certified copy of a valid identity document (national identity card or passport);
an extract from the criminal record, not more than three months old, issued by the competent
authorities of the country of nationality and residence ;
a notarized statement of assets and liabilities. This attestation must be certified by the consular
authority if the potential buyer is of a nationality other than that of the country in which the
establishment is located;
a copy of the credit institution's share subscription form or deed of transfer ;
- a declaration of shareholdings in sutras etablissements de crédit having their registered office in
CEMAC or outside CEMAC;
a declaration on honor by which the future shareholder indicates the origin of the funds invested
and certifies that these do not come from illegal activities.

2) For a private legal entity purchaser

− notarial articles of association of the company ;

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 − annual financial statements certified by the statutory auditors, including balance
sheets and income statements for the last three financial years;
− the shareholder structure and, where applicable, that of the parent company,
banking group or financial holding company to which the acquirer belongs, detailing for
each shareholder the number of shares held, the corresponding fraction of capital and ( the
equivalence in voting rights ;
a declaration of shareholdings in major credit institutions headquartered in CEMAC or outside
CEMAC;
- minutes of the competent deliberative body approving the operation ;
a copy of the credit institution's share subscription form or the transfer form ;
− a sworn declaration stating the origin of the funds to be invested and certifying that
they do not come from illegal activities;
− the group organization chart after the operation.
3) For an acquirer who is a legal entity under public law:
− the act creating the legal entity ;
− the deed authorizing the legal entity to acquire shares in the capital of the
establishment ;
a copy of the credit institution's share subscription form or Paste de cession ;
a document by which the legal entity under public law, when it is the majority shareholder,
undertakes to support the development of the credit institution.
Article 18
The application for prior authorization for the acquisition, sale or transfer of significant
shareholdings that do not entail a change in the applicant credit institution's power of control, must
include the following information for each future acquirer
1) Individual purchaser
a curriculum vitae in French, dament date and sloe;2sy _ 9
a certified copy of a valid identity document (national identity card or passport);
an excerpt from a criminal record, less than three months old, issued by the competent authorities
of ii's country of nationality and country of residence;
a notarized statement of assets and liabilities. This attestation must be certified by the consular
authority if the potential buyer is of a nationality other than that of the country in which the
establishment is located;
a copy of the credit recovery share subscription form or deed of assignment
a declaration of shareholdings in other credit institutions with registered offices inside or outside
CEMAC;
− an affidavit from the future shareholder indicating the origin of the funds to be
invested and certifying that they do not come from illegal activities.
2) Acquirer is a legal entity under private law:
− the company's notarized articles of association
− Annual financial statements certified by the statutory auditors, including balance
sheets and income statements for the last three financial years;
shareholder structure, detailing the number of shares held, the corresponding fraction of capital
and the equivalence in voting rights;
minutes of the competent deliberative body approving the operation ;
− a copy of the credit institution's share subscription form or deed of transfer
− a declaration of shareholdings in other credit institutions based in CEMAC or
outside CEMAC;
a declaration on honour by which the purchaser indicates the origin of the funds to be invested and
certifies that these do not come from illegal activities;
- the table showing the breakdown of the credit institution's capital before and after the operation.

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3) For an acquirer who is a legal entity governed by public law
the act creating the legal entity;
− deed authorizing the legal entity 6 to acquire shares in the capital of the
establishment ;
a document by which the legal entity under public law, when it is the majority shareholder,
undertakes to support the development of the credit institution;
− a copy of the subscription form for the shares of the
credit or deed of assignment. Article 19
The application for prior authorization to open an information, representation or liaison office must
include the following information
- the minutes of the deliberative body that decided on the operation ;
− if applicable, the name chosen for the office;
a note highlighting the objectives sought through the creation of the representative office, the
projected number of employees and a description of the functions to be performed by each of the
two ;
- curriculum vitae of the main office manager ;
a document certifying that none of the office's staff is subject to any of the prohibitions and
incompatibilities stipulated by current regulations.
Article 20
The application for prior authorization to acquire a holding in an entity outside CEMAC must
include the company's articles of association and annual financial statements certified by the
statutory auditors, including balance sheets and income statements for the last three financial years
of the entity concerned.
Chapter V: Provisions relating to requests for authorization
for the appointment of commissaires aux comptes dos
etablissements de credit
Article 21
Prior authorization from COBAC is required whenever an auditor, already approved by the
monetary authority, is appointed to certify the accounts of a credit institution.

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Article 22
The COBAC ensures that the statutory auditor presents all the guarantees of independence with
regard to the credit institution in which it is called upon to carry out its mission and all persons
related to this institution.
It also assesses the integrity of the statutory auditor and ensures that there are no incompatibilities
with the exercise of this function.
Article 23
The COBAC receives a request from the credit institution clearly specifying their rank, i.e. first
statutory auditor or deputy statutory auditor and second statutory auditor or deputy statutory
auditor. Sant attached to the request, in particular
− a certified copy of rarrete d'agrement en qualite de commissaire aux comptes
d'etablissement de credit ;
− the list of CEMAC credit institutions for which it acts as statutory auditor;
a copy of the minutes of the ordinary general meeting of shareholders appointing the above-
mentioned persons as statutory auditors;
for individuals :
a. an extract from the criminal record, less than three months old, issued by the
judicial authorities of ii's country of nationality and residence;
b. a declaration on his or her honor by which the statutory auditor certifies that he or
she is not subject to any of the prohibitions or incompatibilities provided for by the
regulations in force;
c. a declaration on his or her honor by which the statutory auditor indicates the direct
or indirect social, financial or business links that he or she has with the credit institution he
or she is called upon to audit or any related or affiliated company, and the links of relatives
with the directors or shareholders holding at least 5% of the capital of the credit institution.
for legal entities :
a. a sworn statement by the statutory auditor to the effect that none of the associates is subject to
any of the prohibitions or incompatibilities provided for by law.
current regulations ;
b. a declaration on his or her honor by which the statutory auditor indicates the direct or indirect
social, financial or business ties that the legal entity or its associates have with the credit institution
gull is called contrOlet or any Hee or related company, and the family ties with the managers or
shareholders holding at least 5% of the capital of the credit institution.
TITLEIII - PRIOR INFORMATION FOR THE BANKING COMMISSION
Article 24
Any change in the structure of the board of directors of a credit institution is subject to prior
notification of the Commission Bancaire.
The appointment of directors and the renewal of their terms of office are subject to the prior
notification of the Commission Bancaire within the time limit set by article 12 of regulation
04/08/CEMAC/UMAC/COBAC relating to corporate governance in CEMAC credit institutions.
Article 25
COBAC assesses the profile and reputation of appointed directors, and ensures that they are able
to carry out their duties properly. In particular, it verifies that the appointed directors :
− have the skills required to understand the operations of the company;
can demonstrate sufficient integrity in the performance of their duties;
are not subject to any of the prohibitions and incompatibilities provided for by current regulations.
Article 26
The preliminary information file for appointment as a member of the Board of Directors must
include the following information for each of the directors appointed
minutes of the board of directors or general meeting appointing the interested party as a member
of the board of directors ;
▪ a curriculum vitae in French, dated and signed ;
− an extract from the "easier judiciaire" dated less than three months, issued by the
competent authorities of the country of which the director is a national

and country of residence;

a certified copy of a valid official identity document (national identity card or passport);
a sworn declaration of the directorships and offices held outside the company concerned, certifying
that the future director is not subject to any prohibitions or incompatibilities provided for by
current regulations.
TITLE IV - NOTIFICATION OF INFORMATION TO THE COMMISSION
BANCAIRE
Article 27
Modifications other than those referred to in Article 5 above are not considered to significantly
affect the situation of the credit institution. They are simply notified to the Commission Bancaire in
the form and within the time limits prescribed by the present regulations.
Article 28
Credit institutions must notify the Commission Bancaire, within a maximum of thirty (30) days
from the date of their occurrence, of operations or events leading to the cessation of the functions of
directors and approved auditors as well as changes relating to :
− head office address ;
- company or trade name ;
- calculation of voting rights attached to shares.
Article 29
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Credit institutions are required to transmit to the Commission Bancaire, within four months of the
end of the financial year :
− a list of shareholders, indicating the percentage of the company's share capital held
by each shareholder and the associated voting rights;
− a list of their directors, indicating whether they are executive or independent
directors, and their respective addresses;
− information on the financial position of shareholders with an interest representing
at least 5% of voting rights.
This information includes :
for legal entities, with the exception of the French State and public bodies, the articles of association,
the list of shareholders, the certified financial statements for the last financial year, consolidated
where applicable, and the notes thereto, as well as any other information relating to facts likely to
affect their financial position
- for individuals: a notarized declaration of assets. This declaration must be certified by the consular
authority if the person concerned is of a nationality other than that of the country in which the
establishment is located for foreign shareholders.
COBAC may, if necessary, request any additional documents or information.
Article 30
Where necessary, the Commission Bancaire may ask any reporting institution to provide it, within
a time limit set by the Commission, with financial information relating to shareholders holding more
than 5% of the share capital and to persons under whose effective control the legal entities present
in its capital are placed.
TITLE V - MISCELLANEOUS AND FINAL PROVISIONS
Article 31
COBAC is empowered to request any additional information or documents it deems necessary for
the examination of files relating to changes in the situation of credit institutions.
Article 32
Any change in the situation of a credit institution falling into one of the two categories referred to in
Title II of the present regulations, which is carried out in breach of the provisions of the present
regulations, is subject to cancellation and to the sanctions provided for by the regulations in force.
The exercise of voting rights relating to shares acquired in violation of the provisions of article 40 of
regulation no. 02/15/CEMAC/UMAC/COBAC amending and supplementing certain conditions
relating to the exercise of the banking profession in the Communauté Economique et Monetaire de
Ia Afrique Centrale and of the present regulation may be prohibited by reasoned decision of
COBAC; resolutions taken in violation of this prohibition are deemed null and void,
Article 33
Requests for prior authorization to take the following are subject to refusal

15
direct or indirect shareholding in the capital of an issuing credit institution
- persons who have benefited from direct or indirect assistance granted by a credit institution, with
full knowledge of the facts, in violation of the institution's internal decision-making process, in
deliberate disregard of the limits set by banking regulations, or who have contributed to the
deterioration of the situation of another CEMAC credit institution;
− of persons on whose signature the CEMAC banking and financial system directly
or indirectly bears doubtful debts;
− persons who have been subject to one of the following sanctions imposed by
COBAC: suspension, compulsory resignation or withdrawal of approval as a disciplinary
measure, except in the event of rehabilitation in their favor or expiry of the disqualification
period attached to the said sanction.
Article 34
Any person established in high-risk, non-cooperative jurisdictions as defined by the FATF West is
not authorized to take equity stakes in a credit institution in the CEMAC.
Credit institutions based in CEMAC are prohibited from subscribing to shareholdings in
institutions based in a tax haven or in a country recognized as non-cooperative as defined by the
FATF.
Article 35
Credit institutions that violate the provisions of this regulation are subject to the penalties provided
for in Article 48 of the Annex to the Convention of January 17, 1992 on the Harmonization of
Banking Regulations in the Central African States and to the sanctions provided for in Article 19 of
Regulation No. 02/14/CEMAC/COBAC/CMof April 25, 2014 on the treatment of credit institutions
in difficulty.
Article 36,
line instruction issued by COBAC in application of the present regulations determines the models
for the presentation of certain required documents. If a document supplied by the applicant does
not comply with the model defined by the said instruction, the document is inadmissible,
Article 37
These regulations repeal all previous provisions to the contrary. They come into force on July 19r
2016.
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Article 38
The present regulation will be notified to the monetary authorities, to the national directorates
of BEAC and to the professional associations of credit institutions. It will be published in the
Bulletin de la COBAC.
Article 39
The Secretary General of the Commission Bancaire is responsible for the execution of this
regulation.
So decided and done in Yaounde on September 16, 2016, in the presence of :
Lucas ABAGA NCHAMA, President; Denise Ingrid TOMBIDAM and Berthe YECKE
ENDALE, Louis ALEKARYBERT, Jean Paul CAILLOT, Pascal FOURCAUT, Salomon
MEKE, Regis MOUKOUTOU and Cherubin YERADA, members.

For the Commission Bancaire de

Central Africa,
e Pres ent,

Lucas ABAGA NCHAMA

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