Among the numerous innovations introduced by the 2025 Finance Law, the Cameroonian legislature grants the Tax Administration the authority to take out from the Taxpayers’ register, any Taxpayer who has failed to submit their tax declarations over a period of three consecutive years. This measure stems from the newly introduced Section M 2-c of the aforementioned law. While the provisions of the first and second paragraphs of this article do not raise eyebrows, the content of the third paragraph is nothing short of astonishing. Indeed, this paragraph states that “The court with territorial jurisdiction shall be notified of the automatic removal of a company from the taxpayers’ register to remove it from Trade and Personal Property Credit Register (TPPCR).”The TPPCR issimply known asCompanies’ Register. The explanatory note of the law reveals that this measure aims, among other things, to enhance the traceability of taxpayers and facilitate tax control, allowing the Tax Authorities to better track fraudsters. However, although such a mechanism may serve as a valuable lever for the optimal mobilization of fiscal resources, it remains that the organization, registration, and removal from the TPPCR falls exclusively under OHADA law, a supranational legal framework. Consequently, one is led to question the legal basis on which the Cameroonian legislature has enacted on a matter that lies outside their jurisdiction. This represents a genuine legal incongruity that can be demonstrated in several respects.
At first glance, it appears that the Cameroonian legislature lacks the authority to legislate on matters that fall within the ambit of OHADA law. Indeed, removal from the TPPCR is governed by the Uniform Act on General Commercial Law (UAGCL) and the Uniform Act on Commercial Companies and Economic Interest Groups (UACCEIG). These matters pertain to the African community business law, the authority of which resides exclusively with the OHADA legislature. Thus, the national legislature has no right to intervene in these areas unless expressly granted such authority by the aforementioned community law. Unfortunately, this is not the case. By assuming such a right, the Cameroonian tax legislature deliberately and ostentatiously oversteps its jurisdiction, encroaching upon that of the supranational legislature. Consequently, this approach lacks any legal grounds.
Furthermore, removal from the TPPCR as stipulated by the tax legislature contradicts the provisions of Section 55 and following of the UAGCL, as well as those of Section 120 of the UACCEIG, which strictly define the circumstances and persons authorized to request removal. Regarding the circumstances for removal, these articles specify that it can occur for individuals in cases of cessation of activity or death. For legal entities, removal may happen in the event of dissolution and liquidation of the company, nullity of the company, or in case of a merger. Similarly, when a branch or representative office belonging to a foreign entity has not been integrated into an existing or newly created entity upon the expiration of its lifespan, removal may occur. Therefore, regardless of the circumstances, removal occurs under community law only after the cessation of activities or upon completion of liquidation processes. It is clear that the scenario of removal due to non-compliance with tax declaration obligations, introduced by the Cameroonian legislature, was not envisioned by OHADA law and is contrary to its rationale. As for the persons authorized to request removal, only the merchant himself or their rightful heirs for individuals, and the liquidator for legal entities are permitted. The OHADA legislature has not included the Tax Administration among those authorized to approach the competent court for the purpose of removal from the TPPCR. The new removal conditions introduced by the 2025 tax law threaten to undermine the essence of OHADA uniform law. In fact, from a substantive point of view, uniform law refers to any normative legal instrument intended to be applied identically across multiple states or to replace state laws. It is evident that this aspiration is far from being achieved today, as the persons authorized to request removal from the TPPCR, along with its conditions, differ between Cameroon and other OHADA member states; which is not acceptable.
Finally, it is indisputable that through removal of companies from the TPPCR on the Tax Administration’s initiative, the Cameroonian legislature creates a genuine conflict of laws. In fact, enacting new conditions for removal from the TPPCR, the latter pits the internal legal order (national tax norms) against the international legal order (supranational OHADA norms). It should be noted that such a conflict cannot be resolved in favour of Cameroonian law for two reasons. The first arises from the principle of the hierarchy of legal norms, establishes the prevailing order of laws applicable in a given jurisdiction. According to this principle, supranational laws prevail over national laws; the latter must necessarily conform to the former. The second reason derives from Section 10 of the OHADA treaty, which clearly addresses the issue by stating: “Uniform Acts shall be directly applicable to and binding on the States Parties notwithstanding any previous or subsequent conflicting provisions of the national law.” Since the 2025 Finance Law does not comply with OHADA law, removal from the TPPCR based on the lack of tax declarations as provided by Section M 2-c of the General Tax Code (GTC) is therefore null and should produce no legal effect.
In conclusion, the removal of taxpayers from the TPPCR due to their failure to meet fiscal declarative obligations represents a legal inconvenience. This is because, it encroaches on a matter exclusively reserved for the OHADA legislature. Moreover, under the lens of OHADA law, such an initiative is incoherent with the circumstances and persons authorized to request the removal of a company or a merchant from the TPPCR. This thereby creates an unnecessary conflict of laws, mindful of the fact that OHADA law prevails over Cameroonian law. Such a measure, in addition to creating legal uncertainty for individuals and legal entities, is also null and void. Therefore, it is imperative to repeal it in light of the significant awful consequences of removal from the TPPCR, particularly the loss of legal personality and the associated benefits.
Authors: Jean Didier Ozoto, Senior Tax & Legal Consultant), Martin J. Hendje, Tax & Legal Consultant; Supervisor : Albert Désiré Zang, Managing Partner