CEMAC generalizes the dematerialization of securities and other financial instruments

Pr KALIEU ELONGO Yvette Rachel
Université de Dschang CAMEROUN

Securities and, more generally, financial instruments are used to finance companies, particularly joint-stock companies (corporations and simplified joint-stock companies). They enable companies to strengthen their equity capital and obtain long-term financing. They are also financial market instruments, as they are often issued and traded on these markets.

The 2014 reform of OHADA company law [Uniform Act on Commercial Companies and Economic Interest Groups of January 30, 2014] enshrined the dematerialization of securities issued within the OHADA area. Article 744-1 of the UACCEIG establishes the principle of this dematerialization, but without determining the modalities.

It was therefore left to national or community legislation to do so. With regard to the CEMAC area in particular, a Regulation of April 25, 2014, establishing the registration of securities and other financial instruments in accounts was adopted, but only for securities and other financial instruments issued in the context of a public offering. At the same time, at the national level, Cameroon adopted the law of April 23, 2014, on the dematerialization of securities [supplemented by the decree of November 17, 2014, setting the conditions for the application of the law], and Gabon adopted Law No. 27/2016 of February 6, 2017. However, these texts did not have the expected success because, despite the texts , certain entities issuing securities did not always proceed with their dematerialization.

It is in this context that Regulation No. 07/25/CEMAC/UMAC of December 19, 2025, establishing a general system for the registration of securities and other financial instruments issued in the territory of CEMAC member states, comes into play. Beforethat the Regulation of July 21, 2022, on the organization and functioning of the CEMAC financial market deals with the registration of securities, but only for securities that can be traded on the financial market.

From now on, all securities and other financial instruments issued in the territory of CEMAC member states, whether registered or bearer, listed on the stock exchange or not, must be registered in the name of their owner. This account is held either by the company issuing the securities and instruments or by an account holder approved by the Central African Financial Market Supervisory Commission.

The main purpose of the Regulation is to establish the terms and conditions for the registration of securities in accounts. Registration in accounts, also known as dematerialization, is a process whereby physical certificates are replaced by the registration of securities in electronic form in accounts. Book entry requires a securities account to be opened in the name of the owner of the securities with the issuer or an account keeper approved by COSUMAF. However, Article 4 of the Regulation provides that the registration of securities and other financial instruments in a shared electronic registration system or any equivalent system that allows the owner to be identified directly or indirectly shall be deemed to constitute registration in an account.

The account keeper is responsible for carrying out all transactions relating to securities and instruments, including transfer, administration, management and custody, and the execution of purchase and sale orders, among other things. In return for dematerialization, the account keeper issues the owner with a certificate confirming the nature and number of securities registered. The account keeper is responsible for the proper maintenance of the account and the information it contains on the nature and number of securities and the identity of the holders.

The Regulations also specify the role of the central depository. In particular, the central depository guarantees the amount of the issue of securities admitted to its operations.

To ensure the effectiveness of dematerialization, deadlines have been imposed on the various parties involved. These include deadlines for the registration of securities in accounts by issuers, deadlines for the sale of rights corresponding to securities that have not been registered in accounts, and deadlines for claiming the proceeds of the sale. The latter deadline is set at 30 years, after which the sums are transferred to the State, for example by transfer to the deposit and consigments fund.

In addition, the CEMAC regulator has provided for penalties, in particular for legal entities issuing securities and other financial instruments. They will be liable to financial penalties if they do not provide proof of registration of the securities within 36 months of the entry into force of the text. In other words, they will have to prove that the securities they issue have been dematerialized.

The process of dematerializing all securities and other financial instruments in the CEMAC is now well underway. It is to be hoped that the various stakeholders will embrace this new legislation and ensure its effective implementation.