The question on how to register a company in Cameroon?, Steps to register a company in Cameroon, Procedure to register a company in Cameroon? are all answered through 7 steps of company registration in Cameroon.
As a general introduction, promoters or company founders are usually contemplating on the approach of the company registration process in Cameroon. As a result, several questions are being asked as to whether there exist a unique process in company incorporation in Cameroon. We have therefore established below the 7 unique steps to register a company in Cameroon which is generally applicable in Cameroon.
HOW TO REGISTER A COMPANY IN CAMEROON (7 STEPS)
Step 1: Select your company type
The first step for every interested person to register a company in Cameroon is to select the type of company. In accordance with the OHADA Law https://www.droit-afrique.com/uploads/OHADA-Uniform-Act-1997-commercial-companies.pdf the following types of companies can be selected by a person to be registered in Cameroon;
- A Limited Liability Company or a Private Limited Company (Société à Responsabilité Limitée – SARL)
- Public Limited Company (Société Anonyme – SA)
- Private Company (P.C)
- Branch Company (Succursale)
- Subsidiary Company
Step 2: Select a company name
One of the tenets of how to register a company in Cameroon is to select a suitable name for the company. The selection must be done with due diligence and proper consultancy with a corporate attorney in order to avoid the name of the company being rejected for the following qualities;
- Misleading to the Public
- Immoral in nature
- Offensive in nature
- Contrary to public policy
Apart from the above vices to the name of a company to be registered in Cameroon, choosing a name which is similar to the name of another existing company will lead to patent and trademark litigation. https://www.kimaandpartners.com/business/copyright-and-trademark-registration-in-cameroon/
Step 3: Select company personnel (Shareholder(s), Manager(s), Director(s) and Auditor(s)
One of the tenets of how to register a company in Cameroon is to select the personnel required for the registration process to be complete. This selection will be dependent on the type of company the interested person has decided to register in Cameroon. The distinction as per the types of company is as follows;
- Public Limited Company (Société Anonyme – SA)
- Shareholder(s),
- Directors(s), and
- Auditors
2. Limited Liability Company (Société à Responsabilité Limitée – SARL)
- Shareholder(s), and
- Manager(s)
3. Private Company
- Trader(s) and
- Manager(s)
4. Branch Company of a Public Limited Company
- Director(s)
5. Branch company of a Private Limited Company
- Manager(s)
6. Subsidiary company (Share capital below 10,000,000 XAF)
- Shareholder(s)
- Manager(s)
7. Subsidiary company (Share capital above 10,000,000 XAF)
- Shareholder(s)
- Director(s)
- Auditor(s)
In addition to the above selection criteria per type of company, one of the principles of determining how to register a company in Cameroon (https://www.kimaandpartners.com/registration/register-a-company-in-cameroon/ ) is to ensure that all the selected personnel meet the general requirements as follows;
- Must possess a valid passport or ID Card.
- Must be of age 18 years and above.
- Must not be bankrupt from their country of origin or Cameroon.
- Must provide an authorizing document from the parent company if a subsidiary company is to be registered in Cameroon.
- Must not suffer from insanity.
- Must possess a good criminal record which is evidenced through a non-crime certificate.
Step 4: Select the amount of Share Capital
The process of how to register a company in Cameroon entails the interested person to decide how mush share capital should be allocated to the company. In this regard, the share capital to be decided are as follows;
- Less than 1,000,000 XAF (Seing privé)
- Less than 10,000,000 XAF (Limited Liability Company /Société à Responsabilité Limitée – SARL)
- Above 10,000,000 XAF (Public Limited Company/ Société Anonyme – SA)
Step 5: Register your company
How to Register a company in Cameroon
a. Mandatory clauses of the Articles of Association for a company to be registered in Cameroon
- Name: Every company to be registered in Cameroon must have a name which will end with the abbreviation “LTD or SARL” or written eligibly in full “Limited/Société à Responsabilité Limitée” for a Private Limited Company, the abbreviation “PLC or SA” or written eligibly in full “Public Limited Company/ Société Anonyme) for a Public Limited Company, and the abbreviation “P.C.” or in full “Private Company” for a Private Company.
- Company Address: Every procedure to register a company in Cameroon must take into account the address in which the company will be located. The address clause always entails a principal address of the company head office or administrative office and another clause that branch offices can be opened in all the other regions of Cameroon.
- Authorized Share Capital: Every procedure to register a company in Cameroon must take into account the authorized share capital of the type of company. As such, as illustrated above, one of the principles of how to register a company in Cameroon is for the company founders to decide on the share capital of the company. In this case, the Articles of Association must contain the share Capital of either below 1,000,000 XAF, below 10,000,000 XAF or above 10,000,000 XAF representing the share capital of a Private Limited Company and a Public Limited Company respectively.
- Duration/Life span: The Lifespan of a company is usually not more than 99 years of existence and must be mentioned in the Articles of Association.
- Business Objectives: Every procedure to register a company in Cameroon must take into account the business objectives of the company. As one of the fundamental principles on how to register a company in Cameroon, the founder(s) can put in place the business objective of the company. These objectives will determine the line of activity for the company and the tax measures. Some of such objectives include: Mining, General Commerce, Banking, Agriculture, Import and Export, transport etc.
- Shareholding Ratio: Every interested person desirous to complete the procedure to register a company in Cameroon must ensure that the shareholding ratio is instituted in the Articles of Association. This ratio is determinant of the shares allocated to each shareholder. Hence, as one of the fundamental principles on how to register a company in Cameroon, the founder can allocate shares based on a percentage such as 60%, 40%, 30% etc. the percentage of the share allotted to a share holder must also be reflected in money value.
- Information of Shareholder(s): The procedure to register a company in Cameroon must have the detailed information of the shareholder(s) as regards the name, occupation, ID Card or Passport information, address etc. As one of the principles on how to register a company in Cameroon, the shareholders must be properly identified in the Articles of Association of the Company.
- Information of the Manager/Director/Auditor: The process to register a company in Cameroon entails the information as regards the identity of the manager, director and auditor. This information is gotten from their personal identification documents alongside their qualifying certificate. Hence, as a fundamental principle on how to register a company in Cameroon, the qualification of a manager, director and auditor must be mentioned in the Articles of Association of the company.
- Management clause: This clause usually entails the role, remuneration, suspension and dismissal of the manager or director. The question of how to register a company in Cameroon must take into consideration the management clause in the Articles of Association.
- Contribution: The procedure to register a company in Cameroon must take into account the contribution of the founders/shareholders. As a principle of how to register a company in Cameroon, the founder must state in the articles of association of the company the nature of contribution. Contributions as per the OHADA Law are either in cash or otherwise.
b. Documents to be provided by the Shareholder(s), Manager(s), Director(s) and Auditor(s)
- Shareholder(s): Passport or ID Card copy where the shareholder is a physical person. Where the shareholder is a corporate person, the company resolution authorizing the entity to own shares in the new company alongside its incorporation documents. The company resolution will authorize a physical person to represent the company as shareholder in the new company. The procedure to register a company in Cameroon can not be accomplished without the above documents.
- Manager(s)/Director(s): One of the principles to be respected as regards how to register a company in Cameroon is for the manager/director to provide a copy of their Identity Card or Passport, residence and work permit if an expatriate, particular qualifying license if a specialist-oriented company is to be registered.
- Auditor(s): The procedure to register a public limited company in Cameroon must take into consideration the qualifying documents and information of auditors.
c. Documents to be provided by the Notary
In view to fulfil the steps to register a company in Cameroon, the Notary must establish the following documents;
- Memorandum and Articles of Association of the company
- Notarized statement of subscription and payment of shares
- Notarized certificate of appointment of company manager
- Declaration of regularity and conformity with the OHADA Law
- Notarized list of company shareholder(s) and company manager
- Localization sketch of business premises.
- A lease contract duly registered at the tax office. www.impots.cm
d. The Offices in which the company is registered in Cameroon
- Centre for Business Creation Formalities (CFCE): To obtain an Attestation of Business Creation.
- Court of First Instance: To obtain a certificate of Incorporation (M.O Form)
- Tax Office: To obtain a Tax payers card (NIU) and stamped Articles of Association. www.impots.cm
e. Documents delivered as proof of incorporation of a company in Cameroon
The procedure to register a company in Cameroon can only be complete when that attorney provides the following documents;
- Certificate of Incorporation
- Certificate of business registration
- Memorandum/Articles of association duly stamped
- Notarized statement of subscription of Shares
- Tax Payer’s Card
- Duly signed notarized sketch
Its important to note that the above documents proof that the company has been registered but cannot go operational.
Step 6: Register for tax declarations
This aspect of the procedure to register a company in Cameroon is fundamental for the company to commence operations. www.impots.cm
At this stage, the directorate of taxes in Cameroon issues to the company a document called a certificate of non-indebtedness (Certificat de non redevance). This document permits a company to have a bank account opened in any accredited commercial bank in Cameroon and begin operations.
The Certificate of non-indebtedness is renewed every three months and it is the basis upon which a company can declare its taxes every 15 of the next month. www.impots.cm , https://www.kimaandpartners.com/business/tax-compliance-in-cameroon/
Crucial role of the Tax Delegation is as follows
- Issuance of a Tax Payer’s Card: This document grants to every business owner or company owner a unique identification number (NIU). The procedure to register a company in Cameroon can not be achieved without this tax number being issued. This number must appear on all the correspondences of the registered company in Cameroon. This document is issued in two categories, that is the Simplified tax regime and the Real tax regime.
- Attestation of Localization: This document is aimed at providing the actual location of the company address in view to facilitate tax control activities and track tax fraud. In this regard, every person desirous to register a company in Cameroon must provide a location plan certified by the tax department.
- Certificate of Non–Indebtedness: This is the last document issued by the tax delegation. This document permits a company registered in Cameroon to begin operations by opening a bank account. This document is renewed every three months and is very necessary for companies aimed at justifying that their tax situation is up to date.
Step 7: Register at the National Social Insurance Fund
Upon the fulfilment of the procedure to register a company in Cameroon, the company and the workers have to get registered at the National Social Insurance Fund in view to ensure the protection of both the employer and employee in cases of industrial accidents, occupational sickness, Pension etc. https://www.cnps.cm/index.php/en/cnps/missions
SUMMARY ON HOW TO REGISTER A COMPANY IN CAMEROON
In summary, the process to register a company in Cameroon is executed in the following 7 steps below;
Step 1– Select your company type ( https://www.droit-afrique.com/uploads/OHADA-Uniform-Act-1997-commercial-companies.pdf )
Step 2 – Select your company name https://www.kimaandpartners.com/business/copyright-and-trademark-registration-in-cameroon /
Step 3 – Select your company personnel https://www.kimaandpartners.com/law-todays/office-of-the-manager-private-limited-company /, https://www.kimaandpartners.com/practice-blogs/office-of-the-chief-executive-officer-publiclimited-company-in-cameroon /
Step 4 – Select the Share Capital
Step 5 – Register Your Company
Step 6 – Register for tax declarations ( www.impots.cm )
Step 7 – Register at the National Social Insurance Fund (https://www.cnps.cm/index.php/en/cnps/missions )
ADDITIONAL LICENSES AND PERMITS
After the accomplishment of the 7 key steps to register a company in Cameroon, there may be need depending on the nature of the business venture of the registered company, additional licenses and permits may be required. This is the case with the telecommunication industry, the transport industry, the health industry, the finance industry etc.
CONTINUOUS COMPLIANCE OBLIGATIONS
We can not talk about how to register a company in Cameroon without taking into account the after registration obligation. After the successful company registration process in Cameroon, it is important that the company comply with ongoing regulatory obligations.
This includes the continuous tax filings, filing of annual financial statements, social security obligations, good corporate governance and human resource practices etc.
FREQUENTLY ASKED QUESTIONS
- How many shareholders should a company have upon registration in Cameroon?
According to Article 309 of the Uniform Act relating to Commercial Companies and Economic Interest Groups of the OHADA Law stipulates that a private limited liability company may be formed by a natural person or a corporate body, or by two or more natural persons or corporate bodies.
Article 385 of the Uniform Act relating to Commercial Companies and Economic Interest Groups of the OHADA Law stipulates that a public limited company may have only a single shareholder.
- What type of shares can be allotted by founders in view to register a company in Cameroon?
The shares which can be allotted by founders of a company are ordinary shares and preference shares.
- What are the types of Companies to register in Cameroon?
- Public Limited Company ( Société Anonyme – SA )
- Private Limited Company ( Société à Responsabilité Limitée – SARL )
- Private Company ( P.C)
- Subsidiary Public Limited Company
- Subsidiary Private Limited Company
- Branch of a Public Limited Company
- Branch of a Private Limited Company
- Can an expatriate not having a registered address in Cameroon, register a company in Cameroon?
Yes, an expatriate desirous to register a company in Cameroon will either lease an office space in Cameroon to be used as the company head office or pay a law firm a fee to provide a temporal office address to be used for registration and administrative purposes only, pending the actual lease of an office space for the company.
- What is the prove that a company registered in Cameroon is fully operational in Cameroon?
For a company registered in Cameroon to be fully operational, it must show proof of the following documents;
- A certificate of Incorporation (MO Form)
- A Tax Payer’s Registration Number ( www.impots.cm )
- A business License
- A notarized lease agreement
- A localization plan
- A Certificate of non-indebtedness ( www.impots.cm )
- An attestation of Bank account creation
- A physical office location
- A matriculation number from the National Social Insurance Fund for the newly registered company in Cameroon https://www.cnps.cm/index.php/en/cnps/missions
- A matriculation number per staff/worker from the National Social Insurance Fund etc. https://www.cnps.cm/index.php/en/cnps/missions
- What is the time frame to register a company in Cameroon?
15 – 21 working days
- What is the time frame for a company registered in Cameroon to be fully operational?
8 weeks
- Can a foreign company register a subsidiary branch in Cameroon?
A branch office of a foreign company which is not located in a member state of the OHADA region has only a 2 (two) years validity period after which it must be transformed to a fully incorporated subsidiary unless a waiver is obtained from the minister of trade.
However, a subsidiary company registered in Cameroon has a maximum validity period of 99 years like any other registered company in Cameroon.
- Can the bank account of a company registered in Cameroon be opened without the company founders or Shareholders being present in Cameroon?
Yes, by appointing a nominee manager in Cameroon with the authorization to open the company bank account after registration.
- How is corporate governance set up in Cameroon?
An understanding of corporate governance in Cameroon is illustrated in the blog https://www.kimaandpartners.com/practice-blog-categories/corporate-practice-blog/