In light of the persistent challenges posed by money laundering, terrorist financing, and the
proliferation of illicit activities, the CEMAC member states (Cameroon, Chad, Gabon,
Equatorial Guinea, Central African Republic, and Congo) have established a reinforced legal
framework to effectively address these threats. Formerly governed by Regulation No.
02/18/CEMAC/UMAC/CM of April 21 st 2016, the legal landscape for anti-money laundering
is now defined by Regulation No. 02/24/CEMAC/UMAC/CM of December 20 th 2024. This
framework is designed to effectively combat these issues which focuses on the prevention and
repression of money laundering and terrorist financing. While aligning with the foundational
objectives of its predecessor, the new regulation introduces several noteworthy innovations
with a key focus on enhancing financial transparency and deterring the misuse of legal entities
for unlawful purposes. One of the most significant reforms is the establishment of a
mandatory declaration of the ultimate beneficial owner. According to Section 2, paragraph 18
of the said Regulation, the beneficial owner is defined as the natural person who ultimately
owns or exercises control over a client, and/or the natural or legal person on whose behalf a
transaction is executed. This includes individuals who finally exercise effective control over a
legal person or legal arrangement other legal entities. This definition implies that the concept
of beneficial owner is directly linked to transactions carried out in the context of anti-money
laundering measures. The term “transaction” in this regard refers to any financial operation
whether executed by a natural or legal person that entails the transfer of funds, assets, or
services, and may be exploited for the purpose of laundering proceeds of crime or financing
unlawful activities. For instance, in the context of a bank loan granted to Company X, the
beneficial owner would be the natural person who controls Company X and thus, the true
recipient of the funds. In such a transaction, the new regulation mandates that obligated
parties declare the beneficial owner, subject to penalties for non-compliance.
With respect to entities or individuals subject to this obligation, Section 77 of the Regulation
dated 20 th December 2024 mandates them to declare and regularly update beneficial owner
information with the competent authority in charge of managing the register of beneficial
owners of companies or, to be established by each member state. This obligation applies to:
company executives or their representatives for entities governed by OHADA uniform acts;
the legal representatives of non-profit organizations (NPOs); the owner of a commercial
establishment or their proxy; and the partners of other types of corporate entities. Moreover,
where identifying a natural person as the beneficial owner is not feasible, the following are
presumed to fulfil that role: any individual directly or indirectly holding more than 25% of the
share capital; the manager of a general partnership, limited partnership, or limited liability
company; the Chief Executive Officer (CEO) of a public limited company (PLC.) with a
Board of Directors etc.
Pertaining to sanctions, a combined reading of Section 85 and 77 of 20 th December 2024
Regulation reveals a single type of penalty applicable to non-compliance by reporting entities
and individuals. This consists of a pecuniary fine ranging between one (01) and three (03)
million CFA francs. According to the aforementioned provisions, this fine applies in the event
of late or inaccurate declarations. This sanction is applicable, pursuant to the provisions cited
above, in the event of late submission of the beneficial owner declaration; failure to update
the Register of Beneficial Owners by mandated persons; submission of incorrect or
misleading information and failure to provide requested information to competent authorities.
However, it is worth noting that the Regulation of 20 th December 2024 does not explicitly
include the absence in filing a beneficial owner declaration among the infractions subject to
sanction. This raises a legitimate concern: is the aforementioned omission a deliberate
legislative choice intentional or inadvertent? Either way, this apparent legislative gap ought
to be addressed through a formal amendment to the Regulation. Otherwise, imposing
sanctions for an act not explicitly defined as an offense would amount to legal arbitrariness, in
direct violation of the principle of legality of offenses and penalties.
Conclusively, Regulation No. 02/24/CEMAC/UMACCM of 20 th December 2024, concerning
the fight against money laundering, terrorist financing, and proliferation in Central Africa,
marks a decisive step forward in strengthening financial transparency across the sub-region.
By establishing rigorous obligations for the disclosure of ultimate beneficial owner and
attaching sanctions for non-compliance, the Regulation contributes significantly in curbing
illicit financial activities, promotes sound and transparent financial governance. It is now
incumbent upon the member states to incorporate these normative provisions into their
domestic laws, notably by establishing a national beneficial owner register and designating
the competent authority responsible for its effective administration.
Author: Abena Yves, Tax and Legal Consultant
Supervisor: Albert Désiré Zang, Managing Partner