COSUMAF Tightens Governance Standards: Mandatory Prior Approval for Directors of Digital Asset Service Providers and Regulated Entities

In a decisive regulatory development for the Central African capital markets landscape, the Financial Market Supervisory Commission of Central Africa (COSUMAF) has adopted Instruction COSUMAF No. 46-25 of 15 December 2025, transmitted through Circular Letter No. 001-2026 of 19 February 2026 (together, the Instruction).

The Instruction introduces a mandatory prior regulatory approval regime for directors and senior executives of all entities under COSUMAF supervision, expressly including Digital Asset Service Providers (DASPs).

This reform marks a structural shift in governance oversight within the CEMAC financial ecosystem. Digital asset firms are now subject to formal “fit and proper” vetting standards equivalent to those long applied to traditional financial institutions.

Failure to obtain approval before assumption of office exposes both the individual and the entity to regulatory sanctions, including potential suspension or withdrawal of the licence.

1. Scope: Digital Asset Service Providers Explicitly Captured

The Instruction applies to directors of all regulated entities, including:

• Market undertakings (entreprises de marché) ;
• Central depositories (dépositaires centraux) ;
• Clearing houses (chambres de compensation) ;
• Brokerage firms (sociétés de bourse) ;
• Asset management companies (sociétés de gestion d’OPC) ;
• Investment advisers (conseillers en investissements financiers) ;
• Crowdfunding advisers (conseillers en financement participatif) ;
• Digital Asset Service Providers (prestataires de services sur actifs numériques) ; and
• Any other licensed market participant under COSUMAF supervision.

For DASPs, this represents a material enhancement of the regulatory framework. Senior management and board members must now obtain individual prior approval from COSUMAF before exercising their functions.

The digital asset sector is no longer regulated at the margins of capital markets oversight; it is now fully embedded within it.

2. No Automatic Appointment: Prior Approval as a Condition Precedent

Prior approval from COSUMAF is mandatory for any individual appointed as:

• Chairman of the Board (Président du Conseil d’Administration) ;
• Director (Administrateur) ;
• Chief Executive Officer (Directeur Général) ;
• Deputy Chief Executive Officer (Directeur Général Adjoint) ;
• Managing Director / General Administrator (administrateur général); and
• Manager (gérant).

An appointment without approval is legally ineffective under regulatory law and may trigger enforcement action.

The approval requirement functions as a condition precedent to valid exercise of functions, not a post-appointment formality.

3. Fit and Proper Standards: Governance Bar Significantly Raised

The Instruction codifies detailed eligibility requirements centred on honorability, integrity, and professional competence.

Honorability

Applicants must demonstrate:

• Clean criminal record across all countries of residence over the past 10 years
• No history of management bans or disqualifications;
• No involvement in fraudulent insolvency or corporate misconduct;
• Absence from banking risk registries and AML/CTF sanctions lists

Competence and Experience

Applicants must evidence:

• At minimum, a Master’s degree in law, finance, economics, or equivalent (or recognised professional certifications);
• At least 10 years of professional experience, including a minimum of 5 years in financial markets.

These criteria materially exceed prior expectations for regulated entities in the region and now include digital asset operators, signaling regulatory convergence with banking and securities standards.

4. Approval File: Documentary Requirements

The application dossier must include:

• Formal application letter addressed to COSUMAF;
• Certified copy of identity document;
• Detailed curriculum vitae;
• Certified copies of diplomas (dated within the last 3 months);
• Appointment resolution;
• Extracts of criminal record (dated within the last 3 months) for each country of residence over the past decade;
• Sworn declarations regarding absence of disqualifications or misconduct;
• AML/CTF declaration confirming absence from sanctions or restrictive measures lists;
• Written undertaking to comply with applicable COSUMAF regulations and laws;
• Proof of payment of the CFA 250,000 processing fee.

Foreign documents must be accompanied by certified French translations.

The documentary burden is substantial and requires early preparation.

5. Regulatory Timeline and Review Process

The Instruction establishes structured review timelines:

• Acknowledgment of receipt: within 10 business days
• Completeness review: file may be returned if incomplete after 30 days
• Decision: within 60 business days from receipt of a complete file
• Timeline suspension: possible where additional information is requested

COSUMAF may also conduct an interview with the proposed director before rendering its decision.

In practice, approval timelines must now be integrated into governance planning and transaction structuring.

6. Ongoing Obligations and Withdrawal Risk

Approval does not end regulatory scrutiny. Directors remain subject to:

• Ongoing verification of compliance;
• Immediate notification of material changes affecting eligibility;
• Potential suspension or withdrawal of approval if conditions cease to be met

Approval and withdrawal decisions are subject to publication on COSUMAF’s website and in legal announcement journals, increasing reputational exposure.

7. Entry into Force and Transitional Deadline

• The Instruction entered into force on 15 December 2025.
• The Circular grants supervised entities a three-month transitional period, ending 19 May 2026, to regularise existing directors.

This transition window requires immediate compliance action.

Key Implications for Digital Asset Service Providers

1.    Digital assets are now firmly within mainstream capital markets supervision.

2.    Governance standards have been harmonised with traditional finance.

3.    AML/CTF integrity screening is central to regulatory approval.

4.    Succession planning must account for regulatory lead times.

The reform reflects the maturation of the digital asset sector within the CEMAC region and signals heightened supervisory expectations going forward.

Recommended Immediate Actions

DASPs and other COSUMAF-regulated entities should urgently:

–        Conduct internal eligibility assessments of current directors and executives;

–        Prepare approval files for all incumbents;

–        Integrate approval timelines into succession and recruitment planning;

–        Engage proactively with COSUMAF where eligibility issues may arise.

How 4M Legal & Tax Can Assist

Our Financial Services and Digital Assets team advises regulated entities across the CEMAC region on licensing, governance structuring, and regulatory engagement.

We assist with:

• Fit and proper eligibility assessments;
• Preparation and filing of approval applications;
• AML/CTF integrity screening;
• Governance restructuring and succession planning;
• Direct regulatory engagement with COSUMAF.

For further information, please contact us now.

This publication is provided for general information purposes only and does not constitute legal advice. Specific advice should be sought in relation to particular circumstances.