Register a Company in Cameroon, Setting up a business in Cameroon, Cameroon company registry

HOW TO REGISTER A COMPANY IN CAMEROON EASILY

REGISTER A COMPANY IN CAMEROON .

Now let’s answer the question: how to register a company in Cameroon?. The procedure register a company in Cameroon requires the promoters to ascertain the type of company to register (private or public limited company) and understand the principle of corporate legal entity. Cameroon’s company registration process requires a 1,000,000 (one million) FCFA minimum share capital to register a private limited company and 10.000.000 ( Ten million) FCFA share capital minimum to register a public limited company.

What are shares in a company ? Shares are the unit of holding or right of ownership by an investor in a company. Cameroon’s company registration process can be initiated by any one above the age of 18 years provided there is no bankruptcy record , 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).

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 is implemented , the registered company can operate independently of the shareholders, who may become employees and contractors.

In engaging the procedure to register a company in Cameroon , individuals and corporate entity are encouraged to brief the services of a corporate accredited attorney for guide and avoid online unverified practitioners, blogs and fraudsters.

To register a company in Cameroon , contact a corporate accredited attorney to conduct a corporate name search, ascertain the company objectives , agree on shareholders, appoint the company manager, agree on minimum share capital , determine the share distribution ratio , appoint a company secretary and determine the choice of registered office or temporal office location in Cameroon.

CAMEROON’S COMPANY REGISTRATION PROCESS.

To procedure to register a company in Cameroon entails a proper drafting of company documents ( Articles of Association of the company , Notarial Statement of Subscription and payment of Share Capital , Appointment of Company Manager ,Declaration of regularity and OHADA conformity and Business Lease Agreement ) in accordance with the The Uniform Act on Commercial Companies and Economic Interest Groups, 1997 as Amended (OHADA) . Here is the approved procedure to register a company in Cameroon;

  1. Two (2) Originals application to register 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, consultancy , 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 clauses must be inserted in the Articles of Association of the Company.
    • Contribution : To register a company in Cameroon , shareholders must determine how contributions will be made (Cash or otherwise)
  2. To register a company in Cameroon , shareholders /manager of the company must submit copies of their passport or the national identity card to be filed at the registry.
  3. 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 for 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.
  4. To register a company in Cameroon , the notary public officer must issue a Certificate of appointment of manager duly stamped, notarized and filed.
  5. Localization sketch of business duly approved by the local revenue unit is an essential requirement to register a company in Cameroon.

PROCEDURE 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 in line with The Uniform Act on Commercial Companies and Economic Interest Groups, 1997 as Amended (OHADA).

Here are some of the relevant documents to be prepared by an accredited attorney to engage the company registration process smoothly.

  1. Memorandum & Article of Association of the company
  2. Statement of subscription and payment of share Capital
  3. Appointment of company manager
  4. Declaration of regularity and OHADA conformity
  5. Declaration of company shareholder & company manager
  6. Lease agreement of the business or Temporal

These documents must be property constituted and professionally crafted in line with the OHADA uniform Act A Notary public shall use the information gathered at the interview stage to draft the required documents to register a company in Cameroon in line with The Uniform Act on Commercial Companies and Economic Interest Groups, 1997 as Amended (OHADA) so as to avoid queries when deposited at the Trade and Personal Property Rights Register.

DOCUMENTS DELIVERED AT THE END OF THE REGISTRATION PROCESS  

how to register a company in Cameroon:
documents delivered at the end of the company registration process

Cameroon’s company registration process is not complete if the accredited practitioner cannot show proof that the procedure to register a company in Cameroon was complied with fully and serve the under listed documents to the client at the end of the company registration process.

  1. Certificate of incorporation duly registered and notarized
  2. Attestation of business creation of the company
  3. Article /memorandum of association duly registered and notarized
  4. Statement of share subscription duly registered and notarized
  5. Certificate of non-indebtedness of the company
  6. Certificate of appointment of company manager
  7. Business License of the company
  8. Registered lease agreement of the company

POST INCORPORATION

Post incorporation matters are transactions that are subsequent to company registration in Cameroon. There are many transactions that are done subsequent to company registration in Cameroon but our focus is on revenue and publication of corporate name in line with The Uniform Act on Commercial Companies and Economic Interest Groups, 1997 as Amended (OHADA).

REVENUE – DELEGATION OF TAX

In line with the General Tax Code, 2020 The procedure to register a company 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 complied with by corporate entities.

  • 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.

PUBLICATION IN THE OFFICIAL GAZETTE

Cameroon’s company registration requirements mandates 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 must meet up with the procedure and 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 QUESTION ON HOW TO REGISTER A COMPANY IN CAMEROON

Here are some of the most frequently asked questions on Cameroon’s company registration process duration;

  1. If we hire your services, what is Cameroon’s company registration process duration during the Covid 19 era? The duration to complete the process to register a company in Cameroon is between 15 – 21 days
  2. Can our parent company abroad be appointed as shareholder in the subsidiary company we intend to register in Cameroon? A parent company can be the sole shareholder in the subsidiary company to be registered in Cameroon .However, you will be required to forward to us the incorporation certificate of the parent company.
  3. 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 to commence the procedure to register a company in Cameroon.
  4. 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 to proceed with Cameroon’s company registration process.
  5. 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 register a company in Cameroon.
  6. 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.
  7. Must shareholder be physically available in Cameroon to hold meetings? No. They can hold online meetings anywhere but must have an appointed company secretary in Cameroon

In conclusion, Investors are advised to comply with The Uniform Act on Commercial Companies and Economic Interest Groups, 1997 as Amended (OHADA) as no matter how beautiful a business proposal is, non-compliance with domestic law can destroy your business in 24 hours. Cameroon’s company registration process although strict can be legally navigated using our years of experience as corporate attorneys.

Article by Barr. Mafany Victor Ngando

Kinsmen Advocates

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.