Procedure to register a company in Cameroon
Now let’s talk about the procedure to register a company in Cameroon. To register a company , the promoters must ascertain the type of company (private or public limited company). The company promoters must understand the principle of corporate legal entity. Company incorporation in Cameroon requires a minimum share capital of 1,000,000 (one million) FCFA to register a private limited company whereas a public limited company requires a minimum share capital of is 10,000,000 (Ten million) FCFA.
What are shares in a company ? Shares are the unit of holding or right of ownership by an investor in a company. Company incorporation in Cameroon can be done by any above the age of 18 years provided there is no record bankruptcy , insanity or convicted of a crime. The procedure to register a company in Cameroon is usually strict, complex and time consuming. It requires more documentation than any other business structure like (enterprise, partnership or NGO’s).
How to Register a company in Cameroon
Companies are the most widely used business organization. They are formed for business and are thus, profit-maximizing. They are most preferred because they are highly organized and regulated with clear structures. Once the rights procedure to register a Company in Cameroon are complied with, such a company can operate independently of the shareholders, who may become employees and contractors. In complying with the procedure to register a company in Cameroon , individuals and corporate entity must brief a corporate attorney for guide and avoid online scammers. The procedure to register a company in Cameroon requires a corporate accredited attorney to conduct a corporate name search, advice on the company objective, choice of shareholders, company manager, minimum share capital, share distribution ratio and choice of registered office location in Cameroon.
Information needed on how to register a company in Cameroon
Here are some of the information required on how to register a company in Cameroon so as to ensure the proper drafting of company documents in accordance with the The Uniform Act on Commercial Companies and Economic Interest Groups, 1997 as Amended (OHADA) .
- Two (2) Originals application to incorporate a company in Cameroon (Form MO) and must contain the following information:
- Name of the company with the abbreviation “LTD” or written eligibly in full “Limited”.
- Address of registered office of the company with a clause that branches can be opened and closed at will throughout the republic of Cameroon by a simple resolution.
- Authorized Share Capital of the company (Minimum 1.000.000 CFA and Maximum 10.000.000) CFA.
- Duration of the company preferably for 99 years which must be captured in the company articles of association.
- Business objectives (construction, real estate, import /export, travelling agency, agriculture, manufacturing, logistics, accounting services, entertainment, security, engineering , marketing agency, mining , oil and gas , maritime , transport , investment ) etc
- Particulars of shareholders and the company manager to be inserted in company registration documents.
- Company Manager : Appointment , remuneration and dismissal .
- Contribution : Cash
- Photocopy of the information page of the passport or the national identity card of each shareholder (s) and manager to be filed at the registry.
- Where the shareholder is a corporate entity, the original resolution of the company shall be required. Such resolution shall include clauses expressly authorizing the company to subscribe to shares in the new company; and appointing a named person to execute all documents relating to the incorporation of the company. The contents of the Resolution must respect the procedure to register a company in Cameroon.
- Certificate of appointment of manager duly stamped, notarized and filed.
- Localization sketch of business duly approved by the local revenue unit.
What documents are required to register a company in Cameroon
A notary public shall use the information gathered at the interview stage to draft the required documents to register a company in Cameroon. Here are some of the relevant documents needed for company incorporation in Cameroon.
- Memorandum & Article of Association of the company
- Statement of subscription and payment of share Capital
- Appointment of company manager
- Declaration of regularity and OHADA conformity
- list of company shareholder & company manager
- National identity card or Passport for all shareholders and manager
- Lease agreement of the business or Temporal
What document proves a company is registered in Cameroon
For a company registered in Cameroon to be fully operational and legally recognized in Cameroon , it must show proof of the following documents ;
- Certificate of incorporation duly registered and notarized
- Attestation of business creation ( temporal)
- Article /memorandum of association duly registered and notarized
- Statement of share subscription duly registered and notarized
- Certificate of non-indebtedness
- Certificate of appointment of company manager
- Business License
- Registered lease agreement
POST- COMPANY INCORPORATION MATTERS
Post incorporation matters are transactions that are subsequent to registration of a company. There are many transactions that are done subsequent to incorporation of a company but our focus is on revenue and publication of name
In line with the General Tax Code, 2020 company incorporation in Cameroon is incomplete without the issuance of a tax payer card, an attestation of business localization, a certificate of non-indebtedness and a business license. These set of company documents are indispensable especially at the level of corporate bank account creation enough reason why the procedure to register a company in Cameroon must be properly understood by businessmen.
- Tax – Payers Card: The tax payers card contains registration information’s of the tax payers like the business name, a unique identification number, tax center and the tax system which can be simplified or real. Decree No 2012/3731 of 13th November 2012 now ensures all perpetuators of tax fraud or fraudulent use of tax number with incorrect information’s are prosecuted.
- Attestation of Localization: This is to ensure all businesses have a physical location within Cameroon . The Tax Inspector delegates an agents to physically visit the company office or (temporal) and draw up a sketch localization map to ease identification before incorporate a company.
- Certificate of non-indebtedness /Business license: This confirms the tax status of the company and confirms the valid period of the business license. The Business license is renewed after three months and within that period, the company is expected to declare its taxes monthly.
Company incorporation in Cameroon requires shareholders to make publication of the company registration details to wit: – company name, registration number, registration address, objectives, shareholders and tax payers’ number in an official gazette.
The shareholders must adhere strictly to the Cameroon General Tax code 2017 to ensure the company is issued with a tax payers card and a certificate of non- indebtedness. Shareholders are further enjoined to register a company in Cameroon with the National social insurance Fund (CNPS) and place all its workers under an insurance scheme in accordance to the CIMA Insurance code 2009.
To register a company in Cameroon, economic operators involved in International trade are duty bound to adhere to law No 2010/004 of 18th April 2016 governing external trade and decree No 2017/6523/PM of 7th June 2017 so as to obtain import and export license.
Frequently Asked Questions on how to register a company in Cameroon
Here are some of the most frequently asked questions that clients pose in the process to register a company in Cameroon.
- If we hire your services, what is the duration to register a company in Cameroon during the Covid 19 era? 15 – 21 days
- Can our parent company abroad be appointed as shareholder in the subsidiary company we intend to incorporate in Cameroon? Yes, and you will be required to forward to us the incorporation certificate of the parent company.
- Must the minimum share capital to register a company in Cameroon be deposited in a bank? No, a notary public can make a declaration as per the availability of the share capital and that is sufficient.
- How do we register a company in Cameroon without travelling to Cameroon? We can prepare all the documents and send PDF copies for electronic signatures which is acceptable .
- We want to register a company in Cameroon but we don’t have an address in Cameroon. How do we proceed? our services as a company secretary can be hired and our address used to incorporate a company in Cameroon.
- We want our company bank account to be opened in Cameroon without necessarily travelling to Cameroon. Is this legally acceptable? Yes, by appointing someone in Cameroon as a nominee manager with powers to open a corporate account. This manager can be removed when the founders are physically available in Cameroon.
- Must shareholder be physically available in Cameroon to hold meetings? No. They can hold online meetings anywhere but must have a company secretary/ legal counsel in Cameroon.
- What is the procedure to register a company in Cameroon ? This article captures the entire procedure.
In conclusion, Investors are advised to comply with the procedure to register a company in Cameroon as no matter how beautiful a business proposal is, non-compliance with domestic law can destroy your business in 24 hours. The steps to register a company in Cameroon although strict can be legally navigated using our years of experience.
Article by Barr. Mafany Victor Ngando
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.