Cameroon -- Licensing Requirements Regulatory Overview

**Monetary Instability:** Threat to the stability of the CFA Franc and monetary policy.

**Financial Stability:** Risks to the stability of the financial system.

**Consumer Protection:** High volatility and lack of recourse for users.

**Anti-Money Laundering (AML) / Combating the Financing of Terrorism (CFT):** Potential for illicit activities due to anonymity.

**Lack of Legal Tender Status:** Cryptocurrencies are not recognized as legal tender within the CEMAC zone.

**Cryptocurrency Exchanges:** There is no legal framework to license or regulate cryptocurrency exchanges. Any entity attempting to operate an exchange would face severe challenges in accessing banking services and could be deemed to be operating outside the established financial regulatory framework.

**Custody Providers:** Similar to exchanges, no specific license exists. Financial institutions are prohibited from holding or facilitating virtual assets, making traditional custody services for crypto impossible within the regulated sector.

**Payment Processors:** Payment processors dealing with fiat currency are regulated by BEAC and require licenses as Electronic Money Institutions or Payment Institutions. However, they are explicitly prohibited from dealing with cryptocurrencies. Therefore, there are no licenses for crypto-specific payment processing.

**Neither a specific registration nor a licensing regime for VASPs exists in Cameroon.** The current environment is effectively one of prohibition for regulated financial entities, without a corresponding framework for independent crypto businesses.

Entities seeking to operate in the crypto space would likely face a lack of legal recognition and significant operational hurdles, particularly concerning banking relationships.

**Capital Requirements:** For financial institutions, BEAC and COBAC impose strict capital requirements (e.g., minimum capital for banks, microfinance institutions, payment institutions). Any future VASP license would likely have similar prudential requirements.

Cameroon has a general **Law No. 2016/007 of 12 July 2016 on the Fight against Money Laundering and Terrorist Financing**.

The **National Agency for Financial Investigation (ANIF)** is Cameroon's Financial Intelligence Unit (FIU) responsible for receiving and analyzing suspicious transaction reports (STRs).

Any future crypto regulation would undoubtedly incorporate robust AML/KYC obligations, likely aligned with FATF recommendations, including customer identification, transaction monitoring, and STR filing.

**Local Presence:** For most regulated financial activities in Cameroon, a local corporate entity and physical presence are mandatory. This would likely extend to any future crypto licensing.

**BEAC Communiqué on Cryptocurrencies (December 10, 2021):**

The official BEAC website provides a dedicated, clearly labeled page for press releases, making it straightforward to find direct BEAC communiqués.

*Reference:* **Banque des États de l'Afrique Centrale, Communiqué on Cryptocurrencies, December 10, 2021.**

Example (illustrative, not official BEAC link): African Legal Network blog referencing BEAC's stance: https://www.africanlegalnetwork.com/media/cemac-the-central-bank-bans-the-use-of-crypto-currencies-in-the-cemac-zone-alns-monthly-newsletter/ (Note: This is a third-party legal analysis, not the BEAC official site itself, but accurately reflects the directive).

**Law No. 2016/007 of 12 July 2016 on the Fight against Money Laundering and Terrorist Financing:**

This is the general AML/CFT law in Cameroon. Official government portals may host it.

*Reference:* **Law No. 2016/007 of 12 July 2016 on the Fight against Money Laundering and Terrorist Financing in Cameroon.**

*Finding a direct, public PDF link can be variable, but it's the foundational AML law.*

**BEAC (Banque des États de l'Afrique Centrale) Official Website:**

For general information on monetary policy and financial regulation in the CEMAC region.

**COBAC (Commission Bancaire de l'Afrique Centrale - Central African Banking Commission) Official Website:**

Oversees financial institutions in the CEMAC zone.

**Security Tokens:** These are tokens explicitly designed to represent traditional financial assets such as:

Units in collective investment undertakings (funds).

Rights to future profits or revenue streams.

Real estate or other tangible assets.

**These are unequivocally considered securities** and fall under COSUMAF's regulatory purview.

**Investment-Contract Tokens (Hybrid Tokens):** Tokens that may offer some utility but are primarily marketed or structured with an expectation of profit derived from the efforts of others (the issuer or project team). If the primary driver for acquiring the token is investment rather than immediate consumption or use of a service, it will likely be treated as a security. This is where the "substance over form" analysis is crucial.

**Stablecoins:** Depending on their structure, stablecoins *could* be considered securities if they are managed by a third party with an expectation of profit for investors, or if they represent a claim on a basket of assets that itself qualifies as a financial instrument. However, they are more often viewed through a monetary or payment lens by the BEAC.

**Tokens Generally NOT Considered Securities (but may face other regulations):**

**Pure Payment Tokens (e.g., Bitcoin, Ethereum):** The BEAC has repeatedly declared that cryptocurrencies are not legal tender in the CEMAC zone and has issued warnings regarding their speculative nature and risks. While not classified as securities, their use is highly discouraged and subject to monetary policy scrutiny.

**Pure Utility Tokens:** Tokens that provide immediate access to a specific product or service, without an inherent expectation of profit from the issuer's efforts, are generally not considered securities. However, if they are marketed for future appreciation or grant rights akin to an investment, they could be reclassified.

**Prior Authorization:** Any public offering of securities (including security tokens) in the CEMAC zone requires **prior authorization** from COSUMAF. This is a fundamental requirement.

Details of the issuer (legal form, management, financial situation).

Description of the token/security being offered.

Information on the project or underlying assets.

Risks associated with the investment.

**Ongoing Reporting:** Issuers of authorized securities are subject to ongoing reporting obligations, including financial statements and significant event disclosures.

**Exemptions:** The regulation provides for certain exemptions from the prospectus requirement, similar to traditional securities laws. These typically include:

**Private placements:** Offerings made only to qualified investors or a limited number of persons.

Offerings below a certain monetary threshold (the regulation specifies thresholds, e.g., for offers whose total value is less than 50 million CFA francs within a 12-month period).

Offerings to existing employees under certain conditions.

**Regulated Markets:** Trading of security tokens would theoretically need to occur on exchanges approved and regulated by COSUMAF. Currently, there are no COSUMAF-regulated exchanges specifically for crypto assets.

**Market Conduct Rules:** Rules against market manipulation, insider trading, and other illicit practices would apply.

**Intermediaries:** Any entity acting as a broker, dealer, or custodian for security tokens would need to be licensed and supervised by COSUMAF as a financial market intermediary.

**Clearing and Settlement:** Transactions would need to adhere to the clearing and settlement frameworks overseen by COSUMAF and the BEAC.

The nascent stage of the crypto market in the region.

While specific national crypto legislation is absent, the regulatory environment is significantly influenced by binding regional directives from BEAC.

The fact that most crypto activities might not clearly fall under the "securities" definition and are often addressed by the Central Bank (BEAC) from a monetary stability and consumer protection perspective.

**Cease and Desist Orders:** Immediate halt to the offering.

**Legal Proceedings:** Potential criminal charges for illegal public offerings.

**Communiqué de Presse n° 001/GR/2021 du 10 Décembre 2021:** The BEAC issued a strong warning, reminding the public that virtual assets and cryptocurrencies are not legal tender in the CEMAC region and are not issued or guaranteed by the Central Bank. It highlighted risks such as price volatility, cybercrime, money laundering, and terrorist financing. While not directly about securities classification, this underscores a cautious regulatory environment.

**COSUMAF (Commission de Surveillance du Marché Financier de l'Afrique Centrale):**

**BEAC (Banque des États de l'Afrique Centrale):**