The aspect of the requirements to register a company in Cameroon is in two facets; the general requirement applicable to all companies in Cameroon, and the specific requirements applicable to different types of companies in Cameroon. A company according to the OHADA Law shall be formed by two or more persons who agree, by contract, to assign assets in cash or in kind to an activity for the purpose of sharing profits or benefiting from savings that may accrue therefrom. The members of the company shall bear the losses in accordance with the conditions laid down by this Uniform Act. https://www.droit-afrique.com/uploads/OHADA-Uniform-Act-1997-commercial-companies.pdf
- PHASE 1: GENERAL REQUIREMENTS TO REGISTER A COMPANY IN CAMEROON
- Information Requirements to register a company in Cameroon
Company name: As one of the requirements to register a company in Cameroon, the company name is a very important one because a company can not operate without a name. however, the name selection process must be conducted with utmost due diligence to avoid trademark litigation. https://www.kimaandpartners.com/business/copyright-and-trademark-registration-in-cameroon/
The type of company: This requirement to register a company in Cameroon is very essential to determine the nature of personnel to constitute the articles of association of the company and the share capital needed.
The company address: This requirement to register a company in Cameroon is very important as it determines the location of the company for tax control measures. www.impots.cm
The company share capital: This required information is necessary to determine what category of company will be registered. A share capital of 1,000,000Fcfa is that of a Private limited company and the share capital of 10,000,000Fcfa is that of a public limited company. https://www.droit-afrique.com/uploads/OHADA-Uniform-Act-1997-commercial-companies.pdf
The company share holding ratio: This information is necessary to know how shares are allocated between the founders prior to the registration process. It also determines the voting rights of partners of the company.
Contributions: This information as an essential requirement to register a company in Cameroon in view to ascertain the particulars of contribution by the founders. Contributions to a company’s capital are in cash, services, in kind etc. https://www.kimaandpartners.com/registration/register-a-company-in-cameroon/
Shareholder information: This information is an important requirement to register a company in Cameroon as it provides the identity of each shareholder and also helps to confirm the eligibility of the shareholder.
Information of manager/director/auditor: This information as one of the requirements to register a company in Cameroon is a determinant factor to set up the management and audit bureau of the company. It illustrates the office, powers, remuneration, appointment and dismissal of members of the management and audit department of the company. https://www.droit-afrique.com/uploads/OHADA-Uniform-Act-1997-commercial-companies.pdf
Life span of company: The interested promoter is supposed to give information on the lifespan of the company to be registered in Cameroon. The lifespan usually given by promoters is 99 years.
Bank account management: This information as a requirement to register a company in Cameroon is important as it helps to determine the personnel to open the company account and manage finance transactions of the company.
2. Document requirements to register a company in Cameroon
As an important aspect of accomplishing the requirements to register a company in Cameroon, the promoter has to furnish a list of documents to be used in the company registration process. They are as follows;
- For a Physical Person as shareholder
A copy of a valid Identity Card or Passport
A copy of a non-crime certificate
- For a Legal Person as shareholder
Copy of certificate of incorporation
A copy of company resolution authorizing the creation of the Cameroon company
A copy of company resolution mandating a physical person to represent the company as shareholder
A copy of Identity Card or Passport of the mandated person
- For Manager(s)/Director(s)
A copy of Identity Card or Passport
A copy of a non-crime certificate
- For Auditors
A copy of qualifying certificate
Documents required for the Company to be Registered in Cameroon
- Articles of Association duly signed by the shareholders and stamped: This is the governing document of the company. It contains all the principles by which the company will be recognized and managed during its active years of existence and operation. Without this document, a company cannot function in Cameroon.
- Notarized certificate of appointment of company manager/Director: This document is certified by a Notary and it attests to the persons being selected by the company founders to manage the company. According to the OHADA Law, as one of the requirements to register a company in Cameroon, the persons to be chosen for this office must fulfil certain qualities.
- Certified Location plan of company by the tax bureau: This document is a drafted sketch map which illustrates the location of the company. This sketch map is required by banks, the National Social Insurance Fund and the Tax Bureau (www.impots.cm ) for control activities.
- Commercial lease agreement duly registered at the tax bureau: This document is proof that the company has acquired a location in which its activities will be engaged. The lease agreement as one of the requirements to register a company in Cameroon is necessary for the evaluation of the tax rate in view to issue a certificate of non-indebtedness.
- Notarized statement of subscription of company shares: This is a very important document as concerns the requirements to register a company in Cameroon. It doesn’t only list out the shareholders of the company to be registered, but it also shows the shareholding ratio of all shareholders. This document must be established by a Notary as it forms the certified agreement of the shares allocated per shareholder in the company. Thereby avoiding litigation between shareholders in the future of the company.
- Notarized declaration of conformity and regularity to the OHADA Law: This is a sworn document before the notary by the manager of the company stating that the company will adhere to the provisions of the OHADA Law during its life time and operations. As one of the requirements to register a company in Cameroon, it is important for such a sworn document to be attached to the company Articles of Association.
- Notarized list of company shareholders
As part of the general requirements to register a company in Cameroon, every shareholder, manager, director and auditor must have the following status;
To be of 18 years of age and above
Not to suffer from any incapacity or insanity of a nature to prevent the understanding and engagement of the duty
Not to have been bankrupt
To have a good moral and criminal record.
More information can be seen in the link: https://www.kimaandpartners.com/business/how-to-register-a-company-in-cameroon-7-steps/
- PHASE 2: SPECIAL REQUIREMENTS TO REGISTER A COMPANY IN CAMEROON
Apart from the general requirements to register a company in Cameroon, some companies need special requirements by virtue of the laws that regulate their existence, activity and operation. Some of such companies are as follows;
- Special requirements to register a Finance Company in Cameroon (BANK, MICROFINANCE, FINTECH)
Management
One of the requirements according to the COBAC regulations, is for a payment service provider company to have an accredited licensed manager within the meaning of the finance law.
Audit
According to the COBAC regulations, a payment service provider company must fulfil as one of its requirements to register the company in Cameroon, the inclusion of two CEMAC accredited auditors in its articles of association.
The source of such registration can be seen in: https://www.kimaandpartners.com/registration/register-a-micro-finance-in-cameroon/ , https://www.kimaandpartners.com/registration/bank-registration-in-cameroon/
- Special requirements to register a health company in Cameroon (PHARMACY, LABORATORY, HOSPITAL)
Shareholder
Pharmacy: The shareholder of a pharmacy company in Cameroon must be a Cameroon licensed pharmacist.
Management
Pharmacy: As one of the special requirements to register a company in Cameroon, a pharmacy company must by managed by a licensed pharmacist.
Laboratory: A medical laboratory company must be managed by a certified Lab technician.
Hospital: A hospital must be managed by a certified medical doctor.
- Special requirements to register a wood exploitation company in Cameroon by a foreign national
Shareholder
A wood exploitation company in Cameroon must have a Cameroonian as one of the shareholders in whose name the exploitation license will be issued.
More information can be found in the link: https://www.kimaandpartners.com/registration/steps-to-register-a-wood-exploitation-company-in-cameroon/
- Special requirements to register an insurance company in Cameroon
Management
As one of the special requirements to register a company in Cameroon, an insurance company registration process must fulfil the following condition as regards the directors;
- Have a postgraduate degree in insurance or actuarial science and at least five years’ professional experience in a senior management position in an insurance company, an insurance organization, an insurance brokerage firm or an insurance supervisory authority.
- Or have a higher education degree in economics or law with 5 years’ experience in a management position in a financial company;
- Or have a higher education qualification with at least ten years’ experience in a senior management position in a company or government department;
More information can be found on the link: This https://www.kimaandpartners.com/registration/register-an-insurance-company-in-cameroon/
DOCUMENTS DELIVERED AFTER SUCCESSFUL REGISTRATION OF A COMPANY IN CAMEROON
- 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
- A business License
- A Special license for companies which need special authorization