INTRODUCTION TO COMPANY INCORPORATION IN CAMEROON
Company incorporation in Cameroon ordinarily commences by briefing a corporate lawyer who must engage the company founders on an interview with the intent eliciting relevant fact surrounding the registration process and advice on the required company registration documents in Cameroon. The principal law to incorporate a company in Cameroon is The Uniform Act on Commercial Companies and Economic Interest Groups, 1997 as Amended (OHADA). The government agency in charge of Company registration in Cameroon is the Trade and Personal Property Rights Registry (TPPRR).
A company may be incorporated as a private or public company. This article will mainly focus on the requirements to incorporate a company as private company limited by shares in Cameroon, either by indigenous citizens or foreigners who have the intention of carrying on business in Cameroon. The minimum share capital to incorporate a company in Cameroon is 1.000.000 CFA. In case you cannot afford the share capital as a start-up, a notary public officer can attest on oath that the shares were fully subscribed and paid for registration to proceed.
COMPANY INCORPORATION IN CAMEROON
To incorporate a company in Cameroon , it is advisable to conduct a check on the availability of the proposed name of the new company for incorporation with the Trade and Personal Property Rights Registry and to reserve it. Upon approval of the proposed name, the memorandum and articles of association as well as required company registration documents in Cameroon which must be prepared, stamped, and submitted at the Trade and Personal Property Rights Registry for registration, Ministry of Small and Medium size enterprise and Taxation Center. When all the documentation is proper and signed by a notary public, the company be incorporate by issuing the incorporation number (RC) and subsequently the certificate and other official documents like Tax Payers card, Attestation of Business Creation, Certificate of Appointment of Company Manager and Company Constitution. Non -compliance with the steps to register a company in Cameroon attracts corporate sanctions as well as criminal sanctions.
COMPANY INCORPORATION DOCUMENTS IN CAMEROON:
Here are some of the relevant company incorporation documents and the basic information needed to ensure a proper drafting in accordance with the The Uniform Act on Commercial Companies and Economic Interest Groups, 1997 as Amended (OHADA) and comply with the procedure to register a company in Cameroon.
- Notarized, Signed and Stamped Copies of the Memorandum and Articles of Association of the company
- Two (2) Originals of an application for registration of a company (Form MO) which 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, real estate, import /export, travelling agency, agriculture, manufacturing, logistics, accounting services, entertainment, security) etc
- Particulars of shareholders and the company manager to be inserted in company registration documents.
- Photocopy of the information page of the passport or the national identity card of each shareholder (s) and manager to be filed at the registry.
- 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 to 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.
- Certificate of appointment of manager duly stamped, notarized and filed.
- Localization sketch of business duly approved by the local revenue unit.
POST- COMPANY INCORPORATION MATTERS
Post incorporation matters are transactions that are subsequent to registration of a company. There are many transactions that are done subsequent to incorporation of a company but this article shall deal with some key post-incorporation of company transaction like revenue and publication of name
In line with Cameroon General Tax Code, 2020 incorporation of a company in Cameroon is incomplete without the issuance of a tax payers’ card, attestation of business localization, certificate of non-indebtedness and a business license. These set of company incorporation documents are indispensable especially at the level of opening a corporate bank account enough reason why the procedure to incorporate a company must be properly understood by businessmen.
- 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 and are not scams. The Tax Inspector delegates agents to physically visit the company office (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.
Company incorporation in Cameroon requires 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.
DOCUMENTS TO PROVE THE COMPANY IS INCORPORATED
Having complied with the steps to incorporate a company in Cameroon, the end result will be the issuance of registration documents. Here are the documents to proof that your company have been duly registered in Cameroon;
- Certificate of company registration
- Attestation of Business Creation
- Tax Payers card
- Attestation of localization
- Business License
- Article and memorandum of Association
- Certificate of appointment of company manager
FREQUENTLY ASKED QUESTIONS THE PROCEDURE TO INCOPORATE A COMPANY
All through our practice experience in the corporate world, these are some of the most frequently asked questions by individuals and multi-nationals on the procedure to incorporate a company.
- If we hire your services, what is the duration of company registration in Cameroon during the Covid 19 era? The procedure to incorporate a company in Cameroon is strict however we can navigate through the process within 15 – 21 working days days.
- Can a foreigner holds 100 % share in Cameroon ? A foreigner can incorporate a company in Cameroon and hold 100% shares .
- Can our parent company abroad be appointed as shareholder in the subsidiary company we intend to register in Cameroon? Yes, and the incorporation certificate of the parent company be forwarded to us.
- Must the minimum share capital for company registration 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.
- Does company registration in Cameroon requires us to travel to Cameroon? To incorporate a company in Cameroon a company, electronic signatures in PDF copies are acceptable.
- 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 as temporally.
- 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. The law makes it possible for the manager to be removed any time the founders are physically available in Cameroon or find someone suitable.
- Must shareholder be physically available in Cameroon to hold meetings? No. The procedure to incorporate a company in Cameroon make it possible for online meetings to be held anywhere but the company secretary/ legal counsel must be in Cameroon.
Our firm plays the role of a one stop shop reasons why we can represent you competently irrespective of the type of business objective to ensure you enjoy a smooth business climate in Cameroon. We can ensure you navigate the entire steps to register a company and get the required results legally.
Article by Barr. Mafany Victor Ngando
“The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance”