With the need for income generating activities to be identified by the tax bureau in Cameroon and consequently be governed by the tax regime, the OHADA Law has described the scope of business and its operations.
According to the OHADA Law, a business shall comprise a series of resources that enable a trader to attract and maintain customers. It shall comprise various tangible and intangible elements of property. A business shall be obligatorily comprising customers and a sign or trade name. The OHADA Law further describes these elements as goodwill.
A business may also, provided that they are designated by name comprise the following elements; fittings, fixtures, equipment, furniture, goods in stock, the right to a lease, operation licenses, patents, trademarks, drawings and designs, and any other intellectual property rights necessary for the operation of the business.
A business may be run directly or within the framework of a management lease contract.
Direct operation may be carried on by a trader or a commercial company whilst a management lease shall be an agreement by which a natural or legal person who is the owner of a business transfers it on contract to a corporate body or a natural person who is a manager and who runs the business at his own risks.
The manager under lease shall have the status of trader and shall be subject to all the obligations relating to this status. He shall comply with the regulations on registration in the Trade and Personal Property Credit Register.
Every management lease contract shall observe the publicity rule and where the owner of the business is a trader, he is bound to have his registration in the Trade and Personal Property Credit Register modified to show that his business is under a management lease.
The manager under lease shall be bound to indicate their status as manager under lease as well as his registration number in the Trade and Personal Property Credit Register at the top of his order forms, bill and other documents of a financial or commercial character. A violation of this modification is punishable by the national criminal law.
The conditions for natural or legal persons to grant a management lease are as follows;
- The person must have had the status of trader for two years or performed for an equivalent duration of the duties of manager or commercial or technical manager of a company,
- The person must have operated as trader the business leased for a period of at least one year.
However, persons banned or deprived of the right to carry on a commercial activity shall not grant a management lease.
The above conditions shall not be applicable to the state, local councils, public establishments, disabled persons, with regard to the business they owned before their disablement, the heirs or legatee or devisee of a deceased trader, regarding the business operated by the later, management lease contracts signed by attorneys-in-fact responsible in whatever capacity for the administration of a business, provided that they had been authorized to do so by the competent court and that they had met the publicity rule.
The transfer of the business shall comply with the general rules of sale and specific provisions governing the carrying on of certain commercial activities.
The sale of a business may be made either by a private document or by a legal document.