Explore key legal, tax, and compliance tips for M&A deals in Francophone Africa. Learn how to reduce risk and succeed in Cameroon, Côte d’Ivoire, and beyond.
Francophone Africa is fast becoming a top spot for global investors. The region offers growing markets, natural resources, and new business reforms. One of the best ways to enter or grow in this market is through mergers and acquisitions (M&A).
But M&A deals in countries like Cameroon, Côte d’Ivoire, Senegal, and DR Congo come with unique legal rules. This article breaks down what investors should know about M&A in Francophone Africa.
Understanding the OHADA Legal Framework
Most Francophone African countries follow civil law. Many also apply OHADA rules, a shared business law system across 17 countries.
The OHADA Uniform Act on Commercial Companies covers:
- Company types and shares
- Mergers and asset transfers
- Minority shareholder rights
- Debt recovery
Knowing how OHADA works is essential for structuring legally sound M&A transactions.
Explore how we assist clients with OHADA Law
Regulatory Compliance: What to Expect
Investors must navigate a range of regulatory hurdles depending on the sector and country involved. These may include:
- Competition/antitrust approvals, especially for large or regional deals
- Sector-specific licenses (banking, telecoms, energy) that may require transfer or renegotiation
- Foreign investment rules, which differ across jurisdictions
Working with experienced legal counsel can help you streamline these approval processes and avoid delays.
Learn more about our Regulatory & Compliance support
Due Diligence: A Must-Do Step
Before closing any deal, comprehensive legal due diligence is crucial. It can reveal:
- Undisclosed debts or lawsuits
- Tax or labor compliance issues
- Environmental or licensing violations
- Gaps in governance or records
Early due diligence helps prevent post-deal surprises.
Tax Planning in M&A Deals
M&A transactions come with tax obligations. These may include:
- Capital gains taxes
- Stamp duties or registration fees
- Withholding taxes on dividends or interest payments
Each OHADA member state has its own tax code. Investors should structure deals—whether share or asset sales—to minimize tax burdens while staying compliant.
See our full range of Tax Law services
Don’t Overlook Employment Law
Employment issues are often triggered during mergers or acquisitions. Under OHADA and national labor laws:
- Employees may be automatically transferred
- Severance or redundancy payments may apply
- Trade union consultations may be required
Neglecting labor law obligations can result in disputes or reputational damage.
Learn how we support Employment & Labor Law compliance
Dispute Resolution in Cross-Border M&A
Many M&A agreements in the region use international arbitration clauses to ensure neutral dispute resolution. Cameroon, in particular, is home to the OHADA Common Court of Justice and Arbitration (CCJA).
This helps reduce the risks associated with local court systems and supports investor confidence.
Explore our Litigation & Dispute Resolution services
How Nico Halle & Co. Law Firm Supports M&A Deals
At Nico Halle & Co. Law Firm, we help clients navigate the complexities of M&A transactions in Francophone Africa. Our team provides:
- Deal structuring and legal due diligence
- Regulatory and sector-specific compliance
- Tax structuring and employment advisory
- Risk mitigation and arbitration support
Contact us today to discuss your next investment in Africa.
Mergers and acquisitions in Francophone Africa offer exciting opportunities—but they demand deep local knowledge and cross-border legal experience. At Nico Halle & Co., we ensure your investment is built on a solid legal foundation.
By working with our seasoned team, you can minimize risk, stay compliant, and move forward with confidence.
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