As explained in our previous article https://www.kimaandpartners.com/registration/register-a-company-in-cameroon/, on the steps to register a company in Cameroon, a company is a corporate structure with a separate legal personality in Cameroon. It is the foundation through which any person be it a physical or legal person can engage in commercial activity in Cameroon.
Considering that, the OHADA Law regulating the procedure to register and operate a company in Cameroon has classified companies into public limited companies and private limited companies in nature, could there be any specificity to register and operate a company in Cameroon?
. Off course, the answer is in the affirmative.
Before we examine the specificity to register and operate a company in Cameroon, we must illustrate the general requirements to register a company in Cameroon.
REQUIREMENTS TO REGISTER A COMPANY IN CAMEROON
Any interested person desirous to register a company in Cameroon must provide the following requirements in conformity with article 13 of the OHADA Law of 2014;
- The type of company to be registered,
- The name of the company,
- The objects and business of the company,
- The principal address under which the company is to be registered in Cameroon,
- The proposed share capital of the company,
- The shareholding structure of the company,
- The particulars of the company directors of a public limited company,
- The particulars of the company manager if a private limited company,
- The particulars of the auditor if a public limited company.
N/B: By particulars, we mean the personal identification documents of the individual, which illustrate their names, address, date of birth, occupation, contact details etc. such as National Identity Cards or Passport of the individual.
SPECIFICITY TO REGISTER AND OPERATE A COMPANY IN CAMEROON
Irrespective of the general requirements needed to register and operate a company in Cameroon, there are a plethora of specificities applicable to different kinds of companies in Cameroon. If these specificities aren’t respected, a company will not be regarded as fully registered to operate in Cameroon. They are as follows;
- Specificity to register and operate a company in Cameroon by company capital
Generally, and according to the OHADA Law, the minimum share capital for public limited companies and private limited companies registered in Cameroon is 10,000,000 fcfa (Ten Million Francs Cfa) and 1,000,000 fcfa (One Million Francs Cfa) by virtue of article 387 and 311 of the 2014 OHADA Law respectively.
However, some companies have additional provisions as regards their capital which is not dependent on the form of the company. Some of such companies are as follows;
. A security company must show proof of 10,000,000 Francs Cfa to be deposited as 5,000,000 Francs Cfa at the bank and 5,000,000 Francs Cfa at the Treasury by virtue of article 7 of Law No. 97/021 of 10 September 1997 relative to the activities of private security companies in Cameroon.
. A Micro Finance company must show proof of 300,000,000 Francs Cfa deposited in an accredited bank.
. An employee placement company must show proof of 25,000,000 Francs Cfa in an accredited bank by virtue of Decree n° 2021 /21 24 /PM of 24 April 2021 fixing the conditions to open and the minimal rules of functioning of employee placement companies in Cameroon.
. A Bank company must show proof of 10,000,000,000 Francs CFA.
- Specificity to register and operate a company in Cameroon by licence
The general licenses and documents for companies registered in Cameroon are as follows;
. A certificate of Incorporation
. A company registration Document (Registre de Commerce)
. An Attestation of Tax payer’s Registration
. An Attestation of Business Creation
. A Certificate of Non-Indebtedness
. A Matriculation Certificate from the National Social Insurance Fund etc.
Irrespective of the general licenses and certificates issued above for any company registered in Cameroon, some companies will not operate unless they are granted extra licenses and authorizations. Some of these companies are as follows;
. Mining Companies must obtain a mining license to operate.
. Health companies must have the necessary authorizing document from the Ministry of Health.
. Airline companies must have an Air operator License and Air operator certificate to operate.
. Import and Export companies must have the respective import and export licenses to operate.
. Fishing companies must obtain the required fishing license per their category to operate in Cameroon.
. Transport companies must have the authorization documents from the Ministry of transport to operate.
- Specificity to register and operate a company in Cameroon by location
These are companies which based on the nature of their business can only operate upon their location being approved for their factories, processing plants and industries. Examples include;
. Mining companies must show prove of an approved mining site for exploitation prior to the issue of a license to operate.
. Companies involved in the production of goods through industries and factories must show proof of an approved location for production and industrial waste management.
. Water supply and bottling companies must show prove of an approved safe site for the production and bottling of water prior to the issue of a license.
. Health companies must show prove of approved locations for operation of their activities such as pharmacies, clinics, laboratories etc.
. Transport companies must show prove of safe boarding terminals prior to the issue of the authorization to operate.
- Specificity to register and operate a company in Cameroon by personnel quality
The OHADA Law is quite clear on the fact that a natural or legal person can register and operate a company in Cameroon.
However, there are companies which need specific personnel criteria to be met before they can fully register and operate in Cameroon. Some of these companies are as follows;
. A Pharmacy company must have licensed pharmacist enrolled in the order of pharmacy in Cameroon to operate.
. A medical Laboratory company must have a person with a diploma in C.E.S in applied immunology, bacteriology, virology, medical biochemistry etc as the director to operate.
. A Micro finance company must have a manager who is the holder of a second degree Advance Level Certificate and professional experience of 5 years in the domain of banking, associations or cooperatives, or Degree in economics, banking, finance, law or management to operate.
. An Air transport company must show proof of duly qualified and certified pilots and associated crew staff to operate.
. An inter-urban transport company must show proof of qualified drivers to operate.
- Specificity to register and operate a company in Cameroon by financial guarantee
The OHADA Law has provided that the capital for a private limited company is minimum 1,000,000 fcfa to less than 10,000,000 fcfa. Whilst that of a public limited company is minimum 10,000,000 fcfa and above.
However, irrespective of the share capital requirement of the OHADA Law, there exist some financial guarantee requirements for certain companies to operate in Cameroon. If this financial guarantee is not met, the companies will not obtain the approval to operate their business. Some of such companies are as follows;
. The financial guarantee for a security company to operate in Cameroon is 10,000,000fcfa.
. The financial guarantee for an employee placement company in Cameroon is 25,000,000fcfa.
. The financial guarantee for a company engaged in banking services (bank) is 10,000,000,000fcfa.
. The financial guarantee for a company engaged in entertainment games, money games and games of chance is 250,000,000fcfa for a category A casino, 100,000,000fcfa for a category B Casino, 50,000,000fcfa for a category C casino, 25,000,000fcfa for a category D casino, 3 billion francs for a category A betting company, Less than 3 billion francs for a category B betting company, etc. in accordance with law No. 2015/012 of 16 July 2015 to lay down regulations governing entertainment game, money games and games of chances in Cameroon.
. The financial guarantee for a Microfinance company is 300,000,000fcfa to operate.
- Specificity to register and operate a company in Cameroon by Corporate Social Responsibility
Some registered companies in Cameroon can only operate upon the presentation of an appropriate corporate social responsibility plan in their investment plan. This is mostly the case with mining and forest exploitation companies which must present a corporate social responsibility plan for the communities in which they will carry out their activities. Some of such plans include the construction of roads, schools, hospitals, water systems, student sponsorship programs etc.
- Specificity to register and operate a company in Cameroon by Health and Safety Measures
This is the case of companies involved in construction, industrial, and factory activities. Such production plants must be set up in compliance with the norms regulating occupational health and safety in Cameroon and must obtain approval from the health and safety commission before operations can begin.
- Specificity to register and operate a company in Cameroon by Security Approval
Security approval is a requirement for security companies to operate in Cameroon. These companies are under the supervision of the ministry of territorial administration in Cameroon.
- Specificity to register and operate a company in Cameroon by Administrative Approval
It is widely agreed that upon a company obtaining a Certificate of Incorporation, an Attestation of taxpayers’ registration, a Certificate of non-indebtedness, an Attestation of business creation, and a localization plan, it means the state of Cameroon has officially recognized the creation of your company.
Nevertheless, some registered companies in Cameroon are subject to administrative authorization to operate. Some such companies are as follows;
. Mining Companies
. Water production and supply companies
. Oil and Gas companies
. Health care companies
. Betting companies
. Air transport companies
. Finance companies.
- Specificity to register and operate a company in Cameroon by Quality Control Approval
This is a requirement for companies engaged in the production of consumable products. This approval is in line with the consumer protection laws in Cameroon. Consumer products must be declared safe by the regulating agency before they are sent to the market for consumption. The quality of the production process must also be approved.
- Specificity to register and operate a company in Cameroon by Approval of the Manager
Some companies in Cameroon can only operate based on the approval of the manager or director of the companies. Examples of such companies include but are not limited to:
. Micro finance companies must have their managers approved by the monetary authority upon assent of the banking commission.
. Bank companies must have their managers approved by the monetary authority upon assent of the banking commission.
. Pharmacy companies must have their managers enrolled in the order of pharmacist in Cameroon.
. Medical Laboratory companies must have their directors enrolled in the order of Nurses, Midwives and Laboratory technicians in Cameroon.
. Companies engaged in the manufacture, wholesale or distribution of drugs, wound care products and articles must have as their manager a pharmacist enrolled in the order of pharmacist in Cameroon.
. Hospitals and Medical clinics must be managed by physicians enrolled in the order of physicians in Cameroon etc.
- Specificity to register and operate a company in Cameroon by Shareholding Structure
This is peculiar to companies, which can only be registered based on the foundation of a license exclusively awarded to a person of Cameroonian nationality. In such situations, any expatriate desirous to invest in such company venture in Cameroon must have the Cameroonian in possession of the license as a shareholder. Examples of such companies are health companies, forestry companies etc.
- Specificity to register and operate a company in Cameroon by Pre-incorporation contracts
This is the case with foreign investments in ventures in Cameroon under which the licenses are exclusively awarded to persons of Cameroon nationality. The foreign investor is obliged to sign a pre-incorporation contract to determine the terms of the registration and operation of the company.
N/B: Proof of company capital and financial guarantee are used interchangeably in this article in conformity with the wordings of the specific laws regulating the particular company in Cameroon.