The need for business expansion to new horizon has made the registration of the subsidiary company very important. The steps to register a subsidiary company in Cameroon is not radically different from that of a full company.
When a parent company engages into manufacturing processes, efficiency can be better enhanced through subsidiaries tasked with part of the manufacturing job.
The steps to register a subsidiary company in Cameroon becomes the duty of a parent company seeking to diversify its portfolio into the Cameroon business environment.
This process to set up a subsidiary company in Cameroon is regulated by the OHADA Law of 2014 as well as other complementary enactments in Cameroon.
To properly understand the steps to register a subsidiary in Cameroon, the following issues have to be clarified;
- Documents to prove that a subsidiary company is to be registered in Cameroon.
The initial stages to register a subsidiary company in Cameroon are quite different from that of a company. In this regard the documents to prove that a subsidiary company is to be registered in Cameroon are as follows;
- Minutes of Board resolution of a public limited company authorizing the registration of a subsidiary company in Cameroon.
- Minutes of Shareholders meeting of the parent company authorizing the registration of a subsidiary company in Cameroon.
- Minutes of meeting appointing the legal representatives of the parent company to form the shareholding structure of the subsidiary company to be registered in Cameroon.
- Minutes of meeting of the parent company appointing the manager of the subsidiary company in Cameroon. The notary/ or corporate firm can also advice in this regard.
- Minutes of meeting of the parent company appointing the auditors of the subsidiary company to be registered if the share capital of the subsidiary company is above ten million francs.
- A copy of the certificate of incorporation of the parent company.
- A copy of the statutes of the parent company.
- Documents to prove that a subsidiary company is registered in Cameroon.
When a subsidiary has been registered in Cameroon, the following documents will be issued as prove of registration;
- A certificate of incorporation
- A tax payer’s Registration Number
- A business license
- A certificate of non indebtedness
- Document to prove that a registered subsidiary company in Cameroon is operational
- A certificate of incorporation
- A tax payer’s registration number
- A business license
- A certificate of non indebtedness
- A commercial lease contract
- An attestation of bank account creation
- A physical office location
- A matriculation number from the National Social Insurance Fund for the subsidiary company
- A matriculation number per staff/worker from the National social insurance fund
- A license or authorization to operate based on the kind of company objectives etc.
- What is the maximum period of existence of a subsidiary company in Cameroon?
The lifespan of a subsidiary company registered in Cameroon is determined by the Articles of Association of the company.
- Does the registration of a subsidiary company in Cameroon follow same pattern as a normal company?
Yes it does. The same services responsible for the registration of a commercial company in Cameroon apply to the registration of a subsidiary company in Cameroon.
- How is the management of a subsidiary company registered in Cameroon structured?
The management of a subsidiary company is part of the responsibility of the parent company and other minority share holders of the subsidiary company who have the right to appoint managers, directors, auditors and other employees.
- How many categories of subsidiary companies can be registered in Cameroon?
The subsidiary company registered in Cameroon can either be a private limited subsidiary company or a public limited subsidiary company based on their objectives and share capital.
- Does a subsidiary company registered in Cameroon need a country director?
Yes, if a public limited subsidiary company.
- What is the difference between a subsidiary company and a liaison office in Cameroon?
A subsidiary company is a company in which over 50% of its capital is owned by another company called the parent company whilst a liaison office is a representative office of the company just for auxiliary services of the company.
- What is the difference between a sister company and a subsidiary company?
A sister company is a company registered with same objectives like another company and collaborate through contracts and MOU whilst a subsidiary company is a company with 50% of shares owned by another company.
- Can the law applicable to a parent company apply to a subsidiary company in Cameroon?
Yes, if both corporate entities are registered in Cameroon and No, if the parent company is a foreign company.
- Is the tax regime of the foreign parent company applicable to the subsidiary company in Cameroon?
No. a subsidiary company registered in Cameroon will be subject to the tax laws of Cameroon.
- Is the cost to register a subsidiary company in Cameroon fixed?
No. the cost will vary based on the commercial lease rate of the town in which it is to be registered, and also whether the subsidiary company will be a private limited subsidiary company or a public limited subsidiary company.
- Are any payments made to the tax office in view to register a subsidiary company in Cameroon?
Yes,
- The stamp duty of the articles of association of the subsidiary company, and
- The registration of the commercial lease are done at the tax office.
- Can the lifespan of a subsidiary company registered in Cameroon be extended?
Yes.
- Can a subsidiary company registered in Cameroon have a separate bank account?
Yes
- What is the extent of autonomy of a subsidiary company registered in Cameroon?
The autonomy of a subsidiary company registered in Cameroon touches on its separate legal personality, financial autonomy, management autonomy and responsibility for its operations.
- What is the mandatory requirement for a subsidiary company with over 50 employees?
An auditor must be appointed.
- How many shareholders can a subsidiary company have?
The parent company which should hold over 50% of the shares and any other number of minority shareholders.
- What is the mandatory obligation if the subsidiary company has an annual turn over of 250,000,000Fcfa?
An auditor must be appointed.
- If the total amount of the balance sheet is greater than 125,000,000Fcfa, what will be the responsibility of the subsidiary company?
Appoint an auditor.
- Can a law firm provide an address for the registration of the subsidiary company in Cameroon?
Yes, for purposes of incorporation
- Can a law firm provide a nominee manager for the registration of the subsidiary company in Cameroon?
Yes, for purposes of incorporation
PROCEDURE TO REGISTER A SUBSIDIARY COMPANY IN CAMEROON
The steps to register a subsidiary company in Cameroon is illustrated as follows;
- Information Required from the Client
- Name of the Subsidiary company
- Objectives of the Subsidiary company
- Personal information of the company shareholders
- Personal information of the company manager (Private Limited Company)
- Personal information of the company directors (Public Limited Company)
- Information of the company auditors (Public Limited Company)
- Company Address (can seek advice from the corporate attorney)
- Proposed share capital
- Shareholding ratio of the subsidiary company
- Documents Required from the Client
- Certificate of incorporation of the parent company
- Parent company statutes
- Passport copy of share holders
- Passport copy of managers
- Passport copy of directors
- Documents established by the corporate attorney/notary
- Memorandum and Articles of Association of the subsidiary company
- Notarized statement of subscription and payment of shares (proof of financial eligibility)
- 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
- Location/localization sketch of the business premises
- Licensing/Certification
The following certifications are obligatory for subsidiary companies in Cameroon;
- Registration of the subsidiary in the Trade and Personal Property Rights Register (RCCM)
- An Attestation of Business Creation from the company registration bureau
- A business license (Patent) from the Tax Department
- A Certificate of Non-Indebtedness from the Tax Department
- A tax payers registration number from the Tax Department
- National Social Insurance Fund Registration for the subsidiary company and employees.
- Documents delivered upon completion
- Certificate of incorporation
- Attestation of business creation
- Memorandum and Articles of Association duly stamped
- Notarized statement of subscription of Shares
- Tax Payer’s Registration
- Certificate of non-indebtedness
- Sketch of company address.