Law No.2025/010 of 15 July 2025. Lay down subcontracting regulations in Cameroon

REPUBLIC OF CAMEROON PEACE - WORK - FATHERLAND
LAW No 2 0 2 5 / O -� O OF 1 5 JUIL 2025------------- --"--=-------
LAY DOWN SUBCONTRACTING REGULATIONS IN CAMEROON
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The Parliament deliberated and adopted,
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enacts the law set out be/ow:www.prc.cm

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The Parliament deliberated and adopted,
the President of the Republic hereby
enacts the law set out be/ow:www.prc.cm

PARTI
GENERAL PROVISIONS
CHAPTER I
PURPCSE AND SCOPE OF APPLICATION
SECTION 1 - This law !ays down subcontracting regu!ations in the Republic of
Cameroon. lt defines the rules applicable to the conclusion, execution,
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activities or agreements. SECTION 2 - This law seeks to prioritize, encourage and promote the
development and competitiveness of national small and medium-sized
enterprises and, in carrying out their subcontracting activities, to guarantee their
legal security, with a view to contributing to the country's economic and social
development. SECTION 3 - Subcontracting activities, as defined in Section 8 below, contribute
to the transfer of technologicai skilis from large companies to small and medium
sized enterprises, to the development of local capacities, as well as to the
development and use of local resources.

rge companies to small and medium
sized enterprises, to the development of local capacities, as well as to the
development and use of local resources.

U - SCOPE OF APPLICATION
SECTION 4 - Subcontracting, which is the subject of this law, concerns part of
the main activity, or ail or part of related or ancillary activities. lt may take one of
the folfo,lving forms:
- capacity subcontracting
- specialty subcontracting
- contract subcontracting. SECTION 5 - Except otherwise provided by laws governing some activity
sectors or some professions, subcontracting is permitted in every sector of
nationai econornic activity, in particular, the foiiowing:
- industrial sector
- energy sector
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econornic activity, in particular, the foiiowing:
- industrial sector
- energy sector
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- transport sector
- mining! metallurgy and iron and steel sèctors;
- forestry and timber sector
- water and sanitation sector;
- health sector
- cotton, textiles and !eather sector;
- digital and technological innovation sector;
- civil engineering and public works sector
- tourism sector. SECTION 6 - (1) The provisions of this law shall apply in particular to:
(a) contracts between companies, in particular commercial contracts
between private law natural or legal persans;
(b) contracts entered into by public enterprises and public
establishments;
(c) contracts entered into in connection with the delegation of public
services;
(d) contracts in the mining1 gas, oil and energy sectors;
(e) projects supported by the State in terms of tax or customs
benefits and/or incentives;
(f) contracts entered into by regional and local authorities. (2) The provisions of this law shall apply to public contracts and
public-private partnership contracts1 subject to the provisions of the specific
instruments governing these sectors of activity. (3) The provisions of this law shall not apply to contracts signed
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provisions of this law shall not apply to contracts signed
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ta roav. uy varneroon s 1p1omauc m1ss1ons anu consu1ar pos s.

SECTION 7 .- Notwithstanding the provisions of Section 6 above, this law shail
only apply to contracts concluded within the framework of international or
financing agreements signed between the State and technical and financial
partners insofar as the provisions thereof do not confüct vvith the said
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g agreements signed between the State and technical and financial
partners insofar as the provisions thereof do not confüct vvith the said
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CHAPTER Il
DEFINITIONS
SECTION 8. - For the purposes of this law and subsequent enabling instruments,
the following definitions shall apply:
Ancillary activity: · any activity contributing indirectly to the performance of the
main activity by providing goods and services, including but not limited te the
transport of products or v✓orkers, staff catering, laundry, industrial guarding, fire-
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ansport of products or v✓orkers, staff catering, laundry, industrial guarding, fire-
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Related activity: any service or production activity required by the company
and linked to the performance of the maîn activity;
Main activity: the activity covered by the contract;
Local content: a set of activities focused on the development of local
capabilities, the use of local human and material resources, technology transfer,
the development of local services and products, and the creation of measurable
additional value for the local economy;
Service contract: commercial contract whereby one of the parties, the prime
contracter, undertakes to provide a service for or on behalf of another party, the
project owner, for a consideration agreed upon between them;
Partnership contract: contract whereby the State, one of its agencies or a
public enterprise, entrusts to a private entity, for a specified period, according to,
where applicable. the amortization period of the investments or the agreed
financing conditions, an overall mission aimed at:
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ents or the agreed
financing conditions, an overall mission aimed at:
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transformation, renovation or rehabilitation, installation, dismantling or
destruction of infrastructure or equipment, intangible assets or land
development required for public service or the exercise of a general
interest mission;
- all or part of their design, where applicable
- a!I or part of their financing;
- their operation or management, where applicable;
- their upkeep or maintenance. 4
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their financing;
- their operation or management, where applicable;
- their upkeep or maintenance. 4
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Under the said contract, the contracting authority's co-contractor is in charqe of
. managing the works to be carried out. '""
Where applicable, the contracting authority, which is responsible for it, may also,
under a Public-Private Partnership contract, entrust a third party with the
performance of the public service mission project thus executed or any other
existing project. Subcontract: commerciai agreement whereby one company, known as the
principal contracter, entrusts another company, known as the subcontractor,
with the task of carrying out part of a contract it has concluded \11.!ith a third party;
Co-contracting: act whereby two (02) or more companies corne together to
caïïy out works or services on behalf of a contracter or directly on behalf of the
project owner, in this case becoming co-contrncting companies.

r to
caïïy out works or services on behalf of a contracter or directly on behalf of the
project owner, in this case becoming co-contrncting companies.

One of these
companies is mandated by the same deed to act as principal contractor and
represent the others before the project owner;
Ordering party: natural or legal persan that entrusts the execution of works or
the provision of services to one or more principal contractors;
Principal contracter: natural or legal person that has mobilized the financial,
human and technical resources to produce the goods or provide the services;
Pledge: assignment of a present or future intangible movable asset or group of
intangible movable assets as collateral for one or more present or future debts,
provided that such debts are determined or determinable;
Contractor: natural or legal persan under Cameroonian law that carries out a
project on behalf of a principal contracter;
micit supply of workers: frauduient ûperatiûn that remûves the status oi
salaried employee between the supplier and the recipient in order to make a
profit on the price that the recipient would have had to pay for simi!ar
employment;
Subcontracting: operation or agreement whereby a company known as the
principal contractor entrusts, by contract and under its responsibility, to another
company known as the subcontractor, the performance of part of the contract
conc!uded with the project owner, or of ail or part of the activities related or
ancillary to the principal contract;
Capacity or short-term subcontracting: operation or agreement whereby the
principal contractor temporariiy calls on another company to carry out a task ûr
manufacture a product that it can do itself, in order to meet additional orders;
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out a task ûr
manufacture a product that it can do itself, in order to meet additional orders;
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Contract subcontracting: operation or agreement whereby a principal
contractor, the holder of a contract, enlist the services of another company to
perform some obligations under the contract;
S pecialty s u bcontracti n g : operation or agreement whereby the principal
contracter uses the services of a specialist company to perform a task requiring
specific equipment or skills that it does not have, for the purposes of carryi ng
out the pri ncipal activity;
S u b-contractor or su b�contracti ng com pany: natural or legal person whose
activity, on a regular, temporary or occasiona! basis, is linked, by contract or
agreement, to the performance of the pri ncipal activity or to the performance of
a contract of a pri ncipal contracter. PART I l
S U BCONTRACTI NG ACTIVITIES
CHAPTER I
GENERAL RULES
SECTION 9.- (1) Subcontracting is authorized throughout the territory of the
Republic of Cameroon, subject to the provisions of this law and other laws and
regulations in force. (2) Sub-contracti ng to Cameroon ian small and medium-sized
enterprises shall be compulsory for some activity sectors and for some types of
transformational or large-scale projects.

n ian small and medium-sized
enterprises shall be compulsory for some activity sectors and for some types of
transformational or large-scale projects.

{?,) Th A �Ar.tnr� nf ;::ir.ti\/itv ::mrl tvnA� nf nrniP.d for which sub-' - / .. . . -- - ..... ._ .. - • - - • _, - .... . . .. J ....- .. -- -- -.i .- - - - - .- - - .,j - - - • - - . . . . . - . contracting is compulsory shall be specified i n a separate i nstrument. SECTION 1 0 - (1) Subcontracting shal! be reserved for Cameroon ian small and
medium-sized enterprises, regardless of their legal form, that are headquartered
i n Cameroon and wherein at least 51 % of share capital is held by nationals. (2) However, where the subcontracting authority establishes that
Cameroon ian small and medium-sized enterprises lack the material or technical
capacity to carry out the activities to be subcontracted, the principal contractor
may use any company governed by Cameroon ian law, i n cluding large
comparnes wherei n at !east 33% of the shares are held by Cameroonian
nationals. (3) Where the subcontracti ng authority ha.s duly noted the material
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to b e subcontracted, the principal contracter may use the services of a foreign
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subcontracted, the principal contracter may use the services of a foreign
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company, provided the activity d oes n ot exceed six months. Beyond such
· period, the foreign company shall be bound to set up a company u nder
Cameroonian law. (4) l n the case provided for i n paragraph (3) a bove, at the equivalent
level of qualificatio n , competitiveness, competence, and experience, the
p rincipal contracter shall give priority to foreign s ubcontracting companies that
prioritize the recruitment of Cameroon ian workers. (5) The conditions for establishing materia l or technica l incapacity,
as provided in paragra phs (2) and (3), shali be laid down by regulation. S ECTION 1 1 : ( 1 ) When subcontracting requires a level of expertise that is not
avaiiable domestically, the pri ncipai contracter, in conjunctio n with the
S ubcontracting Authority, shall ensure technology transfer by recruiting national
personnel and involvin g and training nationai companies in the same or rel ated
sectors. (2 ) l n cases referred to i n ( 1 ) a bove, principal contractors shall
ensure the upgrading and ongoing training of loca l ly recruited person nel.

(2 ) l n cases referred to i n ( 1 ) a bove, principal contractors shall
ensure the upgrading and ongoing training of loca l ly recruited person nel.

Add itionally, they sha!I implement innovative training progra mmes for nationals
in the relevant sector i n close coll aboratio n with the relevant Ministries and
entities. S ECTION 1 2: ( 1 ) Except otherwise provided for i n lega l o r contractual
instruments, the subcontractor may s ubcontract its services. ln such case, the
seco n d-tier subcontractor shall be subject to the same procedural and
su bstantive conditions as the original subcontractor, i n accordance with this l aw. (2) The subcontractor shall be considered the principal contracter
for its own subco ntractors. (3) The subcontractor's work relations with its employees shall be
governed by labour laws and regu l ations. S E CTION 1 3 : ( 1 ) Two o r more subcontractin g com pa nies may co-contract. (2) C o-contracting o ccu rs when separate companies provide the
services covered by the contract as part of a consortium. The consorti um may
be jointly or severally liable. - The consortium shal l be several ly l i able when each subcontracting
com pany is bound by the enti re subcontract and m u'st compensate for any
d efa u lt by its partners.

be several ly l i able when each subcontracting
com pany is bound by the enti re subcontract and m u'st compensate for any
d efa u lt by its partners.

One of the com panies shaii be designated as the
representative, representing a l l subcontracting compan ies vis-a-vis the
p ri ncipal contracter and project owner, where a pplicable. The co-www.prc.cm

resentative, representing a l l subcontracting compan ies vis-a-vis the
p ri ncipal contracter and project owner, where a pplicable. The co-www.prc.cm

contractors share the sums, as we!i as the sureties and insurance. Actual
payment by the principal contractor or client sha! ! be made into a single
account. - The consortium shall be jointly liab!e when the services are divided into
!ots, each lot being assigned to a subcontracting company. Each company
is liable only for the lot(s) assigned to it. One of them shall be designated
as the representative. Such representative shall be jointly and severally
liable ,.ivith each of the other companies for the contractuai obligations. The
authorized representative shall act on behalf of all the subcontmcting
companies in relation to the principal contracter or the project owner. Each
company shaii be paid through its own account. CHAPTER Il
SUBCONTRACTING PROCEDURES
SECTION 1 4: V\/ithout prejudice to specific instruments, ail subcontracting may
be subject to either competitive bidding or a direct agreement. (a) Subcontracting shall be subject to competitive bidding when the cost of
the subcontract or agreement is equal to or greater than the threshold set
by regulation.

ing shall be subject to competitive bidding when the cost of
the subcontract or agreement is equal to or greater than the threshold set
by regulation.

ln such case, advertising shall be carried out by the following
means:
- print or audiovisual media;
- Internet websites;
- Posting up of notices within the premises of the principal contracter;
- communicating the information to empioyers! organizations for pubiicity
purposes; transmitting the information to the nearest offices of specialized
and specific structures that oversee commercial, industria! , agricultural
activities, and small and medium-sized enterprises for posting once the
call for tenders is launched. (b ) Subcontracting may be done by direct agreement when the value of the
subcontract or agreement is less than the threshold set by regulation. SECTI O N 1 5: ( 1 ) The fol lm,ving shall be ineligible to bid for or be awarded a
direct subcontract agreement:
- Legai persans whose managers have been convicted of a felony or
misdemeanour within the last five years. - Legal persans that are under judicial liquidation, or receivership, or have
been subiect to similar ornceedinas under foreian law.· -· - - - - . .. .. .· - - - - 1 ...,, .,_,,
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lar ornceedinas under foreian law.· -· - - - - . .. .. .· - - - - 1 ...,, .,_,,
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- Natura! and lega! persans who, as of 3 1 December of the year preceding
the year in which the cal ! for tenders is issued, have not fulfiiled their social
security and tax obligations. (2 ) The provisions of this Article shail apply to bidding legal persons
and to members of a group of bidders. SECTION 1 6 : To be el!a ible for subcontractina . the interested comoanv shall be- '-' ' 1 J
hound t"o m00+ +·ne î�,..,·,1ou,·1na minimum r,r.nriifi,-,.n,.. ....., - - \:..,\.Jt. \. V VY j ..;.:J . l ! 1 . 1 . ! 1 VU I V. ! LI V ! V . - Be !egal!y incorporated;
- Be registered in the Nationai Register of Small and Medium-Sized
Enterprises;
- P roduce a document proving good standing with the tax administration. - Provide proof of affiliation and registration of employees, as wel l as proof
of up-to-date payment of social security contributions to the relevant body. The company must also be l isted by the Subcontracting Authority in
accordance with the conditions laid down by reg ulation. SECTION 1 7 : The principal contracter who intends to perform a contract using
one or more subcontractors shal !

conditions laid down by reg ulation. SECTION 1 7 : The principal contracter who intends to perform a contract using
one or more subcontractors shal !

have each subcontractor accepted by the
client at the time of signing and throughout the d uration of the contract. The
principal contractor shall be bound to provide all subcontract agreements to the
client upon request. S ECTi ON Hi: ( î ) Any iar'ge Carneroonian company or any company governeà
by foreign law bidding for a service must reserve at least 40% of the service's
val ue for subcontracting where the total amount is equal to or greater than the
threshol d set by regulation. (2) Activities to be subcontracted shall be specified in advance in the
l nvitntion to Tender or any document serving as such. (3) The subcontracting authority, in col laboration with the principal
contracter. shall be resoonsible for ensurina comoliance with the orovisions of• 1 V I l
paragraph (1) above. SECTION 1 9: Consulting firms governed by foreign law that are awarded
contracts shal l provide proof of a subcontracting partnership with a local firm,
preferably a small and medium-sized enterprise, for the performance of their
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vide proof of a subcontracting partnership with a local firm,
preferably a small and medium-sized enterprise, for the performance of their
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SECTION 20: Every year, any public or private company established within the
country shali pubiish the amount of remuneration paid to subcontractors and the
list of such subcontractors. The company sha!I also implernent a training po!icy
to enable Cameroonian companies and nationals to acquire the technical skills
and qualifications necessary to carry out certain activities. PART Ill
SU BCONTRACTI N G AG REEM ENT
CHAPTE R I
S I G N I N G OF A SUBCONTRACTI NG AG REEM F NT
SECTI ON 21 : The existence of a subcontractina relationshio mav be oroven bv....,, 1 .., • .,,,
any means. SECTION 22: To be valid, a subcontract must comp!y ,..vith the fo!lowing
substantive conditions:
- The parties must have the capacity to contract. - The consent of the parties must be free from defects (error, fraud, and
duress). - The purpose of the contract must be certain and lawful. SECTION 23: (1 ) A subcontract agreement shall relate to the subcontracting
company performing a specific or certain service on behalf of the principal
contracter for a consideration.

reement shall relate to the subcontracting
company performing a specific or certain service on behalf of the principal
contracter for a consideration.

(2) The amount of the service or of payment the subcontractor is
to receIve shall be c!early specified at the time the subcontract is being
concluded. SECTION 24: ( 1 ) The subcontract or agreement shall be registered In
accordance with the applicable laws. (2) The finance law shall set the amount of the registration fees
for subcontracting agreements. SECTIO N 25: ( 1 ) The subcontracting agreement shall comply with the reciprocal
commitments of the principal contractoï and subcontractor. (2) The compulsory terms and clauses of the subcontract shall be
s pecified by regulation. 10
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) The compulsory terms and clauses of the subcontract shall be
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SECTION 26: The subcontracting agreement shall include the following , in order
• of precedence, for interpreting the commitments of the parties:
- the agreement which lays down the main contractual obligations of the
parties;
- the specifications, which set out the administrative clauses, technical
specifications, opernting conditions, and the parties' rights and obligations
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- the annexes, which comprise al! documents attached to the agreement
and the specifications and are referred therein to as such. CHAPTER ! ! SUBCONTRACTOR PAYMENT
1 - S UBCONTRACTOR REMUNERATION
SECTION 27: (1) The principal contracter shall be bound to pay the
subcontractor for the subcontracted activity under the conditions and methods
mutually agreed upon. The same shall apply to the original subcontractor with
respect to the second-tier subcontractor.

der the conditions and methods
mutually agreed upon. The same shall apply to the original subcontractor with
respect to the second-tier subcontractor.

(2) The subcontractor shall be a third party to the contract between
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SECTION 28: A principal contracter intending to perform a contract with one or
more subcontractors shall have the terms of payment for each subcontracting
agreement approved by the client at the time of signing the contract and
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SECTION 29: (1 ) The principal contracter shall not require the subcontractor to
fully pre-finance the cost of the operation or activity that is the subject of the
subcontract. (2) The principal contractor shall pay the subcontractor an
advance covering at least 30% of the subcontract before commencement of the
work. Such advance shall be deductible from progress payments, in proportion
to the progress of the services provided for in the subcontracting agreement. (3) The advance referred to in paragraph (2 ) above shall be
guaranteed by a bond ,issued by a first-class financial institution approved by the
Minister in charge of Finance. 11
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SE CTION 30: ( 1 ) Upon comp!etion of the subcontïacted services, a provisionai
·acceptance report shail be signed. lt shall become final only after the p rincipal
contracter pays the balance within thirty (30) days of accepting the services. (2) Failing the aforementioned report, com missioning or viability of
the works shall suffice to oblige the principal contracter to comply with the
p rovisions of paragraph (1) above. SECT!ON 31 :� The principal contracter shall have thirty (30) days from receipt
of the supporting documents for payment to either accept them o r notify the
s ubcontractor of refusai. Beyond such period, the principal contractor shall be
deemed ta have accepted all supporting docu ments that have not been explicit!y
and formally refused.

d such period, the principal contractor shall be
deemed ta have accepted all supporting docu ments that have not been explicit!y
and formally refused.

SECTION 32: ( 1 ) Without prejudice ta the time limits set by separate instruments
for com panies in certain sectors of activity:
a) the principal contracter shall have no more than sixty (60) working days,
from the date of receipt of the invoice or performance of the service, to
pay the subcontractor, unless otherwise agreed upon by the contracting
parties;
b) in any event, the agreed time-limit shall not exceed ninety (90) days from
the date of issue of the invoice. (2) Payment deadlines provided for in (1) above m ust be specified
in the s ubcontracting agreement. (3) Exceeding o r failing to com ply with legal payment deadlines
shall be punishable with an administrative penalty under the conditions laid
düwn by regulation. S ECTION 33: (1) Upon delivery of the service or executîon of the subcontracting
agreement and without prejudice ta effective payment, the principal contracter
s hall be bound ta issue a certificate of performance ta the subcontractor,
implying recognition of the skills and qualifications of the said s ubcontractor to
deliver services in the sector of activity concerned.

bcontractor,
implying recognition of the skills and qualifications of the said s ubcontractor to
deliver services in the sector of activity concerned.

(2 ) The certificate of performance provided for in (1) above may
be used as evidence of the experience acquired by the company in question in
the context of, or on the occasion of, subsequent tenders for public procurement
contracts o r contracts for work and services in the sector of activity concerned
SECTION 34: Payments made ta companies or subcontracting companies,
payments made by companies o r sub-contracting com panies to third parties, inwww.prc.cm

N 34: Payments made ta companies or subcontracting companies,
payments made by companies o r sub-contracting com panies to third parties, inwww.prc.cm

remuneration for work done on the territory of the Republic of Cameroon, sha!I
· be made in financial institutions approved by the minister in charge of finance. SECTION 35: Principal and subcontracting companies shall be bound to takeout
an insurance po!icy to caver any civil liability and any damage that may result
from their activities, in compliance with current insurance regulations. SECTION 36: Subcontracting companies shall enjoy the same tax and customs
conditions, and benefit frorn any advantage or incentive g ranted the principal
contracter in respect of o r in connection with the execution of the activity. Il - PAYMENT G UARANTEES
SECTION 37: ( 1 ) Subcontractor payment may be made by the ciient, upon the
request of the principal contracter, where the amount of the service
subcontracted by the same contractor is equal to or greater than 1 0% of the total
amount of the contract and any addendums thereto, or where it is established
that the principal contracter is engaging in fraudulent practices towards the
su bcontractor.

ct and any addendums thereto, or where it is established
that the principal contracter is engaging in fraudulent practices towards the
su bcontractor.

(2) The client may pay for subcontracted services directly, in
accordance with the provisions of the contract binding him to the principal
contracter, provided that the former can establish that the principal contracter is
not complying with the contractual conditions towards the subcontractor. To this
end, the contract between the client and the principal contracter must explicitly
provide for clauses in defau lt by the principal contractor towards the
subcontractor. � l=r.TI O N ��- / 1 \ l n :::i c::.1 1 ht".nntr�rtinn �nri=>i=>mi=>nt thp rptpntinn nf rn 1�rn ntPP.�·---:-= . • • ·- • �. = "".," \ " / " • - - -'. •- - - • • • • -- - " " .:Ï = .;::i • - - • • • - " • J •• • - • - • - • • • • - • • •- • � -• --- -• • • • - -
shall be provided for only where the said contract includes a guarantee or
maintenance period. ln any event, this retention may not exceed 10% of the
contract amount inciusive of taxes. (2) Where retention guarantee is deducted by the principal
contractor, the amount deducted shall be reimbu rsed to the subcontractor or the
corresponding bond released, upon provisional acceptance of the services.

ractor, the amount deducted shall be reimbu rsed to the subcontractor or the
corresponding bond released, upon provisional acceptance of the services.

SECTI ON 39: (1) The principal contracter may only assign or pledge receivables
arising from the contract with the client up to the amount owed to him in respect
of the work he shall carry out personaliy, and excluding subcontracted services. (2) Where the subcontractor must be paid directly, the principal
contracter shall be required to, when applying for authorization, establish that
the assignment o r piedging of daims arising from the contract shai i not prevent
direct payment to the subcontractor. 13www.prc.cm

on, establish that
the assignment o r piedging of daims arising from the contract shai i not prevent
direct payment to the subcontractor. 13www.prc.cm

(3) H owever, the principal contracter may p!edge all of his ciaims
· s u bject to obtaini ng a prior written approvai of the subcontractors. Ill - DEFAULT INTEREST
S ECTION 40: ( 1 ) Where attributable to the client o r the pri ncipal contra ctor, late
p ayment or failure to pay withi n the legal time l i m its or the time l imits agreed
u po n by the parties shali automatical ly g ive rise to i nterest on arrears payable
to the subcontracting company, calculated from the day fol lowing expiry of the
said time limits u ntil the day when the so-called "settlement" n otice shall be
issued by the assigning accou ntant. (2) Late payment under a subcontracting ag reement may justify the
subcontractor ceasing to provide services, where so provided expiicitly by the
contract. (3) Failure to make payments in line with contractuai progress of
work, a bove 60% of perfo rmance rate of the s ubcontract, may lead to its
term i n ation in the form and under conditions provided for in the subcontracting
a g reement. (4) Any payment delay may be reported to the Subcontracting
a uthority by the cl ient for such action as may be d eemed necessary.

acting
a g reement. (4) Any payment delay may be reported to the Subcontracting
a uthority by the cl ient for such action as may be d eemed necessary.

SECTION 41 : ( 1 ) l nterest o n arrears shall be the Central Bank' s tender i nterest
rate plus 1 (one) poi nt. (2) For payments to be made i n a currency other than the CFA
fr� nr inti=>n=l�+ r:::itA fnr rlAfat lit �h::ill r.orrP.snonrl to the discount rate aoolied bv- � -� - - - , � � - -.. - · - -- .. · ·- - ·- - - - -- - � �- -.-- - - - - - - - - - - - · · - - 1- - · - - · - - - · - • i w
the issuing Bank of that currency, plus a m axi m u m of 1 (one) point. (3) The default i nterest amount shall be calculated by using the
fol lowing formula: 1 = M x (n/360) x (i) where:
- M = Amount d ue the subcontractor, incl us ive of taxes;
- N = N umber of calendar days overd ue;
- i = Centra l Bank tender interest rate, pius 1 (one) point, or d iscount rate
applied by the issuing Bank of the currency concerned , plus a m axi mum
of 1 (one) poi nt, as the case may be . (4) l nterest on arrea rs shall not be applied to amounts that already
;- �'ud- ;.....,,... _______ .,_;"' n f,.. ,. 1.-..-1-,... p ,.... , , m " n,.. 1 1 1 1.., 1 C l..,UI l l !Jc; l 1 .::>a L I U I I U I Cl lC, a y 1 1 I C I I L . (5) l nterest o n arrears shall n ot be taxable.

,.... , , m " n,.. 1 1 1 1.., 1 C l..,UI l l !Jc; l 1 .::>a L I U I I U I Cl lC, a y 1 1 I C I I L . (5) l nterest o n arrears shall n ot be taxable.

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IV - PENAL îi ES
SECTION 42: ( 1 ) Where the subcontracting company is responsible for
exceeding the contractual deadline, it shall be charged a penalty for delay, the
amount of which , un less other1✓ise stipulated in the contract, shall be set as
follows:
a) 1 12000th (one two-thousandth ) of the amount (inclusive of tax) of the
subcontracting agreement for each calendar day of delay from the first to
the thirtieth day beyond the contractual deadline set out i n the contract;
1,... \ -1 /-1 ()f\f'\+1-.. f ""' "" '"" + h .--. , , ,.,. .... n ,...j+h \ ,-.,f + h o 3 m r. 1 , n t ( i n r l i • sÎ\/A nf +� xe::. ,... ) nf th,..,_U J 1 1 uvuu 1 \U1 1 c u 1v u �a 1 , u u 1 1 v t ü ï '-' · 1 1 ï v tw1 t ï i. \ i ï 1 v, u i Y '-' _, . '-� ., ""' " ' . ,_ . ... . i t
subcontracting agreement for each calendar day of delay beyond the
thirtieth day. (2) For contracts with conditional tranches, the deadlines and
amounts to be taken into account shall be those for the tranches concerned. (3) Remission of penalties for late performance of a subcontracting
agreement may be ordered by the client or the principal contracter only following
a favourable opinion by the Subcontracting authority.

subcontracting
agreement may be ordered by the client or the principal contracter only following
a favourable opinion by the Subcontracting authority.

(4) A copy of the decision to remit the penalties, supported by the
abovementioned favourable opinion, shal! be fon,varded to the Subcontracting
authority. SECTION 43: ( 1 ) ln addition to penalties for exceeding the contract deadline,
the subcontracting agreement rnay provide for specific penalties fûï
noncompliance with technical or safety specifications. (2) ln any event, the cumulative amount of the penalties may not
exceed 1 0% of the amount inclusive of taxes of the original contract and any
addendums thereto, failing which the contract shall be terminated. CHAPTER I l l
TERMINATl ûN û F A S U BCONTRACTING AG REEM ENT
SECTION 44: (1) A subcontracting agreement shall be terminated by rig ht when
the main contract is itself terminated by the client through no fau!t of either the
principal contracter or the subcontractor. However, in view of the schedule, the
unit price list and, where applicable, the breakdown thereof, such termination
may take place only following compensation of any other kind (mobilization of
-- - - • - �- ,..,_ � L-- - .-. ,...j rl " "" " ... :-1-\ ,.,, ,..... ,...j rQi m h , , rc o. m o.nt r1f � n \ / � rlu� n r-i::i.c::.

(mobilization of
-- - - • - �- ,..,_ � L-- - .-. ,...j rl " "" " ... :-1-\ ,.,, ,..... ,...j rQi m h , , rc o. m o.nt r1f � n \ / � rlu� n r-i::i.c::.

m:::trlA tnI C:: � U U l vc;:, , U U I I U U Ç tJU ;:) l l / , CU I \..! I C. I I I I U '-' l v v l l l v l l • "'' ...,. . . , .... '"" . .... . . v� ...... · · · - - .... --
suppliers and other partners, have been made. 15www.prc.cm

I U '-' l v v l l l v l l • "'' ...,. . . , .... '"" . .... . . v� ...... · · · - - .... --
suppliers and other partners, have been made. 15www.prc.cm

(2 ) i n the event of manifest . loss suffered by the principal
contractor, as indicated in ( 1 ) above, the client shall be bound to pay the
principal contractor and all the subcontractors compensation in proportion to the
loss suffered by these companies. The assessment of such loss shall be
decided by each stakeholder and then agreed upon with the client. S ECTION 45: ( 1 ) The subcontracting agreement shal! be terminated by right by
the client where the principal contractor is bankrupt or where any other defauit
has been duly established by all parties, notified and has not been remedied
within a reasonab!e period prescribed by the client. This reasonable period must
be at least equal to 30% of the contract duration. (2) ln this case, the principal contractor shali be obliged to
compensate the client and the subcontractor(s) for the loss suffered under such
terms and conditions as to give preference to non-defaulting subcontractors for
the continued performance of the contract.

he loss suffered under such
terms and conditions as to give preference to non-defaulting subcontractors for
the continued performance of the contract.

SECTION 46: ( 1 ) The subcontracting agreement shall be terminated by the
principal contracter when the subcontractor's default is duly established and
validated by the client, after formai notice has been duly served and remained
unheeded for a period at least equal to 30% of the contract du ration. (2) ln the event of termination of the subcontracting agreement,
the principal contracter shall be obliged, with the notified agreement of the client,
to replace the defaulting subcontractor in accordance with the terms of the
contract. f�\ l n thP r.::i�P nrnvirlP.rl fnr in {?) �hove the additional costs.\ ...... I • a • ... . • - ·- ...., ._. -- t.... - - - . -- - -- . - . - - - \ - , - . - - ; - •
including the effects of delay inherent in replacing the defaulting subcontractor,
shall be borne by the latter. (4) The specific terms and conditions for terminating
subcontracting contracts shall be laid down by regulation. SECTION 47: ( 1 ) The subcontracting agreement may be terminated by the
contracting parties in the event of force majeu re. Force majeu re shall refer to
any unforeseeable, irresistible and insurmountable event external to the
contract.

rties in the event of force majeu re. Force majeu re shall refer to
any unforeseeable, irresistible and insurmountable event external to the
contract.

(2) Where a party fails to perform its obligations due to an event
constituting force majeure, it may not be held liable. (3) The party invoking force majeure must inform the other party
forthwith, once the event occurs, by registered mail with acknowledgement of
receipt. 16 r11ee1e111ca 01
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(4) VVhere the force majeure continues for more than 30 (th irty)
days from the date of notification of its occurrence, the other party may terminate
the contract, subject to notifyirig the party affected by the impediment in writing. PART IV
T HE AUT HORITY IN CHARGE OF SUBCONTRACT ING
S ECTION 48: ( 1 ) An authority in chârge of Subcontracting sha!i, on behalf of the
State, promote, contrai , monitor and regulate subcontracting activities
nationwide. The Authorîty in charge of subcontracting sha!! be the minister in
charge of small and medium-sized enterprises.

subcontracting activities
nationwide. The Authorîty in charge of subcontracting sha!! be the minister in
charge of small and medium-sized enterprises.

(2) The duties of the Authority in charge of subcontracting s hall
include:
- promoting subcontracting activities nationwide and, in particular taking into
account national preference and local content in the performance or
execution of subcontracting activities;
- developing and imp!ementing policies and strategies to promote
subcontracting activities, and transfer of ski!ls and technologies to national
small and medium-sized enterprises;
- appiying the rules and principles of good governance in the conciusion,
execution or implementation of subcontracting activities and agreements;
- ensuring compliance with the provisions of this law in the context of or in
connection with the performance of subcontracting activities and
agreements entered into on the national terrîtory;
- establishing infringements and breaches of the provisions of this law and,
vvhere appropriate, imposing penalties on defaulting companies, in
conjunction v1ith the rele,1ant authorities;
- recovering proceeds of penalties, fines and other administrative sanctions
for breaches of the provisions of this law, in conjunction with the competent
authorities;
- listing of small and medium-sized businesses, for eligibility in
subcontracting activities and agreements;
- assessing the confoïmity and performance of the nationai subcontracting
system, to ensure it contributes to the country's economic and social
development.

ssing the confoïmity and performance of the nationai subcontracting
system, to ensure it contributes to the country's economic and social
development.

(3) ln addition, as facilitator and regulator of the subcontracting
sector, the authority in charge of subcontracting stla!! :
17www.prc.cm

(3) ln addition, as facilitator and regulator of the subcontracting
sector, the authority in charge of subcontracting stla!! :
17www.prc.cm

- propose measures to the government aimed at improving public policy and
improving best practices in the area of subcontracting;
- ensure that preventive measures are taken to combat bad practices in
subcontracting, by carrying out statutory inspections and spot checks in
the government authorities and companies concerned;
- work \l'IJith the relevant authorities to ensure that subcontracting
'"'io,...r�""m""'�+s ,...,...m ....l' ' ,.,;+h e ...... ,,; ...onmr"'\ ......... ,... r ,... ...... d n...,t.. , ...." � ...ot,...,"+· ...... , d......_.,.,...J,......0 8 1 c; c; 1 JC,l l l \..,UI I 1--1 y VV I LI 1 1 V I I I I IC, !

.. r ,... ...... d n...,t.. , ...." � ...ot,...,"+· ...... , d......_.,.,...J,......0 8 1 c; c; 1 JC,l l l \..,UI I 1--1 y VV I LI 1 1 V I I I I IC, !

l lO I Q I I a U, c; }-JI Gvd01 1 Stan Q I u�,
- establish, \Vhere appropriate, the failure of national small and medium
sized enterprises to meet the conditions for bidding on a subcontract
requiring a high level of expertise and, where necessary, continue to
upgrade the companies concerned;
- encourage innovation and technological development among
subcontractors;
- examine applications for recognition of the "competent company" label;
- settle disputes arising from the performance of subcontracting
agreements, without prejudice to the powers vested in competent judicial
authorities;
- impose the administrative penalties and fines provided for by this law and
subsequent instruments on those responsible for malpractice. SECTi ûN 49 : Vvith out prejudice to the provisions of Section 48 above, the
prerogatives of control, supervision and regulation of subcontracting in public
contracts are and shall remain vested in the Authority in charge of public
contracts, in accordance with the separate instruments in force. CHAPTER V
OFF ENCES AN D SANCTIONS
SECTION 50: The following shall constitute offences and breaches of the
provisions of this law and subsequent regulations.

V
OFF ENCES AN D SANCTIONS
SECTION 50: The following shall constitute offences and breaches of the
provisions of this law and subsequent regulations.

- breach of the conditions for subcontracting;
- b reach of the substantive provisions of the subcontracting agreement;
- subcontracting fraud or concealed subcontracting;
- outright violation of the regulations of the Authority in charge of
subcontracting. C C �T l r'\ fl.l C -1 , / 1 \ Th '"' +,-d l ,._, . ,; ... 9 ,-. h ,.. l f ,._ ,._ ,...,...-1,;-1,, ,-1,,.,. h.-,-,. ,._ ,-,.h ,-,.+ f- h ,-,. ,._,... ,,.. ,.J ;-1, ; ,.,_ ,... ,.. .ç,.... .. ù L. '-' 1 • ..., , ,. v 1 , \ 1 ) 1 I I C, I U I I V VV I I I ;:, 1 1 a 1 1 \.., U I 1 ;:, l l l U lC, Ui c:;avl I U I l i i l;;; v U I I U t l l U I 1 ;:, I U I
subcontracting:
18 PR■ IOE NCE D l LA R I P U B L I Q t.1 6
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i l;;; v U I I U t l l U I 1 ;:, I U I
subcontracting:
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- faiiure to subcontract where subcontracting is mandatory;
- subcontracting with a large company or a foreign company without duly
establishing the technical and material inability of national small and
medium-sized enterprises to carry out the subcontracted activity;
- subcontractinq with a comoanv that is not eligible or banned from biddina"""' !

nd
medium-sized enterprises to carry out the subcontracted activity;
- subcontractinq with a comoanv that is not eligible or banned from biddina"""' !

- � -
for a subcontract;
- failure to take into account the national preference or local content where
these are required;
- the performance of a subcontracting service by a company not listed by
the Authority in charge of subcontracting;
- refusai to ensure the transfer of technology and skills to national small
and medium-sized enterprises when the nature of the activity so
requires;
- failure to comply with the regulatory minimum threshold for the value of
subcontracted services;
- failure to publish the annual amount paid to subcontractors and the list of
the latter;
- signing a subcontracting agreement with an unlawful purpose or based
on a defect of consent or lack of contractua l capacity;
- fai lure to pay compulsory levies in respect of a subcontracting activity;
- outright refusai to pay for a subcontracted service and, where applicable,
related interest on a rrea rs and penalties for late payment after formai
notice from the Authority in charge of subcontracting;
- failure to issue the subcontractor a certificate of perfom1ance;
- termination of the subcontract in breach of the relevant substantive
provisions. 19www.prc.cm

issue the subcontractor a certificate of perfom1ance;
- termination of the subcontract in breach of the relevant substantive
provisions. 19www.prc.cm

(2 ) The offences referred to in paragraph ( 1 ) above are punishable
· with a fine of frorn 25% to 50% of the val ue of the contract or service to be
performed. (3) ln the event of a further offence, defaulting companies may be
banned from bidding for any public or private service, for a period of from 6
( six) to 1 2 (twelve) months. SECTION 52: (1) The following shaï! constitute subcontracting fraud or
concea!ed subcontractina :..,
- the concealing of a subcontracting relationship
- � ,...,...,,..,..,;....,,_. ;n +'--,.,. .. ,.....,:,.,. _,_. "' ,.,.; "' ~ ,.....,: ,.,.,.,. ... .i-,.,...,...i- ,,. u ,i+h ,.._ , ,+ + h ,... ...,,.j ,... ,. a• ,+h,-, rizati,... n nfe 1 l l::/ ô8 1 i 18 I l li l t: 1 c; i c:;j c:;1 I \J I I i l::J V Ï v U i i li c;l\.,l.-:, Vli i li ï V U l li i C !-ii 1 V ï - U li i V i ï L I V i i V i
the Authority in charge of subcontrading
- using frnudulent documents or deceitful manoeuvres to be awarded a
subcontracting agreement or to avoid complying with the general
subcontracting regulations set out by this law and the implementing
instruments thereof;
- unlawful supply of labour;
- concealed work.

th the general
subcontracting regulations set out by this law and the implementing
instruments thereof;
- unlawful supply of labour;
- concealed work.

(2) The offences referred to in sub-section 1 above shall be
punishable with a fine of from 50 to 75% of the vaiue of the contract or service
to be provided. (3) ln the event of a further offence, the financial penalties provided
for in (2) above shali be doubled, without prejudice to the withdrawal of the
service concerned and a ban on bidding for any public or private subcontract,
for a period of from 12 (twelve) to 24 (twenty-four) months. SECTION 53: (1) The following shall constitute a breach of the regulations of
the Authority in charge of Subcontracting :
- refusai to submit to the statutory contrais in force ;
- failure to comply with or outright refusai to apply the rules of the Autho,ity
in charge of Subcontracting after receipt of formai notice. . - outright refusai to pay the fines imposed by the Authority in charge of
Subcontracting: after receipt of formai notice to so do. (2) The offences referred to in (1) above shall be punishable with a
fine of from 50 to 75% of the vaiue of the contract or service to be performed .

(2) The offences referred to in (1) above shall be punishable with a
fine of from 50 to 75% of the vaiue of the contract or service to be performed .

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(3) l n the event of a further offence, the financial pen alties provided
for in (2) a bove shall be doubled, without prejudice to the withdrawal of the
service concerned and the ban on bidding for a ny public or private s ubcontract,
for a period of from 1 2 (twelve) to 24 (twenty-four) months. SE CTION 54: ( 1 ) Without prejudice to the prerogatives of the Public
P rosecutor's Office a nd the criminal investigation officers with general
jurisdiction, infringements and breaches of the provisions of this law and the
subsequent impiementing instruments thereof shal i be established by sworn
officiais of the Authority in charge of subcontracting. (2) The offences and breaches referred to in (1) a bove shal l be
recorded in reports, duly signed by the sworn official and forwarded to the
Authority in charge of subcontracting. SECTION 55: (1) \/Vhere the acts constitute infringements and breaches of the
provisions of this law and its subsequent implementing instruments, the
Authority in charge of subcontracting shal l impose the corresponding
administrative sanction or fine on the perpetrator.

mplementing instruments, the
Authority in charge of subcontracting shal l impose the corresponding
administrative sanction or fine on the perpetrator.

(2) Where the tacts constitute an i nfringement of the criminal law
in force, the Authority in charge of subcontracting shal l forthwith forward the
official report of its findings, to the competent State Counsel. SECT ION 56: (1) The fines provided for in Sections 51 et seq . a bove shal l be
calculated by the contrai officer, after the drawing up of the official report, under
the supervision of the Authority in charge of subcontracting. (2) Such fines shall be notified to the offenders by the Authority
in charge of subcontracting or any other authority that ordered the spot check. Upon notification, offenders shall have a period of 1 5 (fifteen) days within which
to rnake a Wïitten ïequest tû the corripetent authority for a compromise. (3) l n the event of non-payment of the fine within 3 (three) months
of its notification to the offender , after formai notice has remained unheeded,
the officia l report establishing the infringement shall be forwarded to the Public
Prosecutor's Office with jurisdiction for prosecution, where applicable. SECTiON 57: The proceeds of the fines provided for in Sections 5 1 et seq . above shal!

's Office with jurisdiction for prosecution, where applicable. SECTiON 57: The proceeds of the fines provided for in Sections 5 1 et seq . above shal!

be shared between the Treasury, the Authority i n charge of
subcontracting and the other govern rnent authorities involved, in accordance
with the procedures laid down by regulation . S ECTiON 58: The penalties and fines irnposed by the competent nationai
Authorities on companies responsible for infringements and breach of this law
and the subsequent implementing instruments thereof shall be published by the
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thereof shall be published by the
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Authority in charge of subcontracting, under the conditions laid down by
, regulation. PART VI
FINANC IAL, TAX AND SOCIAL PROVISIONS
SECTION 59: The State shali encourage and promote subcontracting
nationwide. CHAPTER I
TA:X. REGIME AND I NCENTIVES FOR SU BCO NTRACTi NG
SECTION 60: -Subcontracting activities shall be subject to the tax regime in
force in Cameroon, except expressly waived by separate instruments laying
down derogatory tax regimes and investment incentives in the Republic of
Cameroon. SECTION 6 1 : ( 1 ) Linder its policy of promoting subcontracting with a view to
enhancing the competitiveness and performance of national small and medium
sized enterprises, the State shall grant investment incentives to companies
which subcontract part of their activities. (2) The State may grant cornpanies which subcontract part of their
activities, appropriate assistance and support in terms of acquiring new
equipment, finding foreign partners and financing.

subcontract part of their
activities, appropriate assistance and support in terms of acquiring new
equipment, finding foreign partners and financing.

(3) Tax benefits and sundry incentives granted by the State to
comparnes which outsource part of their activities shall be laid down by
reau lation_
CHAPTER Il
SECTION 62: At the social level , subcontracting companies within the
meaning of this law shall be governed by the labour law and regulations in
force. The following are prohibited:
- unlawful supply of labour ;
- poaching of staff from the subcontracting company by the principal
contractor or the client/project owner, except under the conditions
provided for by the labour laws and regulations in force;
- concealed work;
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SECTION 63: The subcontracting company shall be independent from the
principal contracter and, as an employer of wage earners, shall be subject to
the laws and regulations in force. SECTI ON 64: (1 ) Notwithstanding the place of performance of the
subcontracted work or service, the principal contracter shall, in the event of
default by the subcontractor company, replace the latter with respect to workers
employed by the latter, for the payment of wages, leave and social security up
to the limit of the sums owed to the subcontracting company. (2) Workers and social security institutions shall have direct
action against the principal contractor for the recovery of their debts. PART VI I
M ISCELLANEOUS, TRANSITI ONAL AND F INAL PROVISIONS
SECTION 65: Subcontracting agreement and document templates shall be
produced, as required, by the Authority in charge of subcontracting. SECTION 66: (1 ) Subcontracting agreements under execution shall remain in
forcé until the performance of the service or the deadline set out in the contracts
(2) However, the contracting parties may reserve the right to apply
the provisions of this law directly, subject to amendment of the contract under
execution.

ver, the contracting parties may reserve the right to apply
the provisions of this law directly, subject to amendment of the contract under
execution.

SECTION 67: Subcontracting agreements shall be governed by ordinary law
for ail aspects not specifically covered by the provisions of this law. SECTION 68: Ali previous provisions repugnant hereto are hereby repealed. SECTI ON 69: This law shall be registered, published according to the
procedure of urgency and inserted in the Official Gazette in English and
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