OHADA Explained: The Legal Framework Behind Every Cameroonian Business Deal

Businesses arriving in Cameroon often assume they are dealing with a single national legal system. In commercial matters, they are not. A large part of the law that governs their contracts, their security, their company and their insolvency comes from OHADA — the Organisation for the Harmonisation of Business Law in Africa.

What OHADA actually is

OHADA is a treaty organisation whose member states have adopted a common set of business laws known as Uniform Acts. These Uniform Acts apply directly in each member state and, importantly, they override conflicting national legislation. For a business, that has three practical consequences.

• The rules on companies, security, debt recovery, insolvency and commercial contracts are broadly the same in Douala as they are in Abidjan, Dakar or Libreville.
• A judgment of a national court applying a Uniform Act can be reviewed by a supranational court, the Common Court of Justice and Arbitration (CCJA).
• Precedents and commentary from other member states are genuinely relevant to a Cameroonian dispute.

The Uniform Acts that matter most in practice

Commercial companies and economic interest groups

This is the corporate code: formation, capital, governance, shareholder rights, mergers, dissolution. It is prescriptive, and clauses that contradict it are unenforceable however carefully negotiated.

Securities

Pledges, mortgages, sureties, retention of title and the registration formalities that perfect them. Registration deadlines are short and the consequence of missing one is loss of priority.

Simplified recovery procedures and measures of execution

This is how a creditor actually gets paid — injunction to pay, conservatory attachment, garnishment, seizure and sale. Any credit decision in the region should be taken with this Act in mind.

Collective proceedings for the discharge of liabilities

Preventive settlement, judicial reorganisation and liquidation. It also creates real personal exposure for directors who continue trading a failing company.

Arbitration

Together with the CCJA Arbitration Rules, this provides a regional arbitration framework and a route to enforcement across all member states.

OHADA is not everything

It is equally important to know what OHADA does not cover. Employment relations are governed by the Cameroonian Labour Code. Tax is national. Land tenure is national. Insurance is governed by the CIMA Code, banking by COBAC and BEAC rules, and intellectual property by the OAPI framework. A transaction of any size touches several of these regimes at once, and they do not always point in the same direction.

The single most common error we see in foreign-drafted contracts is a governing law clause that selects a foreign law for a matter that OHADA reserves to itself. The clause does not fail loudly. It fails at enforcement.

What this means for your contracts

Before signing anything substantial in Cameroon, confirm three things: which regime governs the subject matter, whether your chosen governing law and forum are actually available for it, and whether any security you are taking has been perfected in the manner the Uniform Act requires. Those three checks prevent most of the disputes we are later asked to litigate.