2025 – Overview of regulation No. 01/24/CEMAC/UMAC/COBAC
Regulation No. 01/24/CEMAC/UMAC/COBAC dated 20 December 2024 on “agrément unique” of credit establishments within the Economic and Monetary Community of Central Africa (the “Regulation”) repeals a 2000 regulation on the same subject matter (i.e., regulation No. 1/00/CEMAC/UMAC/COBAC dated 27 November 2000 – the “Former Regulation”).
The Regulation entered into force on 1 January 2025.
We understand that the Regulation is directly applicable in all the member states of the Economic and Monetary Community of Central Africa (the “CEMAC”), as per the revised CEMAC treaty. The CEMAC is a regional bloc to which Cameroon, the Central African Republic, Chad, Congo, Equatorial Guinea and Gabon all belong.
We have set out below a brief overview of the main changes brought by the Regulation.
- The “agrément unique” (or single licence) allows a credit establishment that has obtained an “agrément” (or a licence) in a CEMAC member state to (if it wishes so) extend its activities to another CEMAC member state, to create a “succursale” (or branch) there, without having to obtain a separate licence in said other CEMAC member state.
The single licence mechanism already existed under the Former Regulation. But under the Former Regulation, the single licence allowed a credit establishment to create a branch or to set up a subsidiary/an agency in another CEMAC member state. Under the Regulation, however, only a branch can be created by a credit establishment in another CEMAC member state. This means that it is no longer possible for a credit establishment to set up a subsidiary or an agency in another CEMAC member state within the frame of the single licence mechanism.
For completeness, a branch is defined under the OHADA uniform act on companies and economic interest groups as a commercial/industrial/services-oriented establishment that belongs to a company or to an individual, and that has a certain managerial autonomy. A branch, however, does not have an autonomous legal personality that is distinct from the company or the individual that owns it. The rights and obligations that result from the activities carried out by a branch are included in the assets/property of the company or the individual that owns it.
- The creation by a credit establishment of a branch in a CEMAC member state as referred to in the first bullet point above is subject to the authorisation of the Central African Banking Commission (or “COBAC”). This is not new, as this authorisation requirement needs to be met by the credit establishment under the Regulation and the Former Regulation.
What is new, however, is the fact that under the Regulation, the procedure to obtain the above authorisation is slightly different.
Under the Regulation, the credit establishment needs to submit its request for an authorisation to the ministry of finance of the CEMAC member state where the branch is to be created. If said ministry of finance has a favourable opinion on the application (as opposed to a mere “formal opinion” under the Former Regulation), it will forward it to the COBAC (if it does not, it will not forward it to the COBAC, which means that the application is denied). The COBAC then decides whether or not to give its authorisation.
- If the branch’s “total bilan” (which we understand means the total of the assets and liabilities of the branch) reaches a threshold set by the COBAC, the credit establishment will have to transform the branch into a subsidiary. We are, however, not aware of any information published by the COBAC on the applicable threshold.
- The branch must have at all times 2 directors (that are natural persons).
- The COBAC authorisation (referred to in the second bullet point above) can be withdrawn by the COBAC (i) at the request of the credit establishment (that has created the branch), or (ii) on the initiative of the COBAC or the ministry of finance of the CEMAC member state where the branch is located.
- Additional details regarding the proper implementation of the Regulation will be set out in a COBAC regulation. We are, however, not aware of any COBAC regulation of that type. If it is still to be adopted, we have no visibility into when this might happen.
- Credit establishments that already hold a single licence (as referred to in the first bullet point above) by virtue of the Former Regulation have 12 months to comply with the new provisions of the Regulation.