Legal Services & Legal Due Diligence Doing Business in Cameroon.

August 25, 2021

With increasing trends of high cybercrime and Scams on the Internet, Our observations as a Law Office in Cameroon has drawn the conclusion that many individuals and investors in their quest of doing business in Cameroon, often fail in carrying out legal due diligence when engaging a business in Cameroon. Reasons for the increase of victims in Scam and Cybercrime.

Having the best business ideas doesn’t make a successful business. Individuals and Investors need legal services and legal orientation to advise and protect them doing business in Cameroon.

A good business decision involves carrying out a legal due diligence and seeking legal opinion to be comfortable with the transaction you intend to engage in.

Is the transaction in accordance with the provisional laws regulating the business activity I’m about to engage in? What are the legal implications engaging this transaction?

Is the company or business entity legal? Are the documentations subjects of the transaction valid?

These are some of the questions you need to answer enabling a good business decisions and engagement. Hence, the OHADA Uniform Act is the provisional law regulating business transactions in Cameroon.

What then is Legal Due Diligence?

It is an investigation or exercise of care carried out prior to the intended business transaction to seek legal address and confirm the facts of the transaction under consideration.

As individuals and businesses, it is your sole responsibility to exercise Legal Due Diligence; why your responsibility?

Because the liability onus shall always fall back on you whenever there is a miscarriage, so why not do the needful.

Legal due diligence, findings confirming or not as to the elements of the transaction, a legal opinion always give a clear cut on points of law and unlawful, as to if your interest is guarded on the subject of the business transaction.

Do you ever exercise Legal Due Diligence in your business transactions?

Fundamentally, we often negligent this crucial procedural aspect of inquiry from the beginning then subsequently HAD I KNOWN when a miscarriage of liability has occurred.

Majority of us often seek legal due diligence or for advice with regrets to HAD I KNOWN.

Can HAD I KNOWN be avoided?

Yes, it can be avoided. Legal Due Diligence should be the first action taken toward involving in any transaction or related issues.

Yes, Due Diligence will cost you some Francs but trust me that is worth avoiding the consequences that come from failure to comply with the carrying out a due diligence.

Failure on doing the needful, Legal Due Diligence, must at times end up in unnecessary disputes which eventually leads to litigation, time consuming, extra burden of cost, stress and depression.

On the other hand, when risk and stress is avoided, avoiding dispute, the transaction becomes flexible, saves extra cost, boosts confidence, trust and a good sense of judgment in the transaction.

Let's all be conscious of the needful which will save us all from regrets IF I BE KNOWN. It is important to act in accordance with the law. The law is our friend and will always act as our coverage where the needful was done.

What is a Legal Opinion? Is It Necessary in Commercial Transactions?

As earlier highlighted, a legal opinion follows a legal due diligence when it comes to commercial transactions.

A legal opinion confirms the facts of a legal due diligence to be in accordance with the regulatory law of the intended commercial or business transaction.

In Cameroon, every commercial transaction must be in conformity with the OHADA uniform act and in Nigeria with CAMA.

Hence Legal opinions in a commercial transaction is an analysis of a legal position by a legal practitioner which is intended to be relied on by the person to whom it is addressed.

It is a blessing not just to commercial transactions but to any other intended activity such as company formation, signing of multilateral commercial transactions, investment transactions, buying of properties, issuing of loans and buying and selling of shares and securities.

When we talk of legal opinion in commercial transactions, we have to understand it’s different from a judicial opinion which is a written statement by a court or judicial officer in the course of resolving a dispute,

providing the decision reached to resolve the dispute and usually indicating the facts which leads to the dispute and analysis of the law used to arrive at the decision.

Why stress on the distinction between a legal opinion and a judicial opinion?

It is because both words are often used interchangeably in different contexts, hence a legal opinion is vital for any commercial transaction.

Purpose of a Legal Opinion

  1. To satisfy contractual agreements

This is common when the opinion is issued for occasions such as, to an investor concerning the purchase and sale of properties, formation of business, securities and shares.

  1. Lawfulness of a transaction

Legal opinion is given when you want to know if an action or transaction is lawful or if the action will lead to desired legal consequences.

  1. Answer questions

Legal opinions address questions raised by a party or other professionals in a transaction. Thus, therefore provides an authoritative basis for reports, opinions and disagreements on matters where other professionals lack the professional capability to make judgment.

  1. To identify legal risks that should be considered, evaluated and solved.

Scope of Legal Opinion in Commercial Transactions.

Although it varies in scope, a legal opinion in commercial or business transactions addresses issues such as:

  1. Capacity and Authority.

That is if a company or an institution is validly in existence and has the legal and necessary powers to execute and perform the relevant transaction to which the opinion relates.

  1. Legal Effect.

That the relevant transaction documents create valid, binding and enforceable obligations.

  1. Governing law and jurisdiction.

That is the law chosen to govern the activities and document validly chosen. In Cameroon and the Central African region, the governing commercial law is the OHADA Uniform Act.

Consequently, legal due diligence and legal opinion are imperative not just for business or

commercial transaction but also for individuals engaging in any sought of business transaction.

With precautionary measures taken on time, negligence can be avoided, had I known been avoided too.

The outcome of a legal due diligence will reduce the risk of unforeseen dispute and liabilities, hence boost confidence, trust and a good sense of judgment in the business transaction.

Hence legal due diligence and opinion are vital for every activity and business transaction.

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