REGISTERING A COMPANY IN CAMEROON.
Now let’s answer the question: How to register a company in Cameroon? The company registration process in Cameroon requires promoters to ascertain the type of company to register (private or public limited company) as well as understand the principle of corporate legal entity. In registering a company in Cameroon shareholders or promoters are required to raise a minimum of 1,000,000 (one million) FCFA for a private limited company and 10.000.000 ( Ten million) FCFA share capital for a public limited company.
What are shares in a company? Shares are the unit of holding or right of ownership by an investor in a company. The company registration process in Cameroon can be initiated by anyone above the age of 18 years provided there is no bankruptcy record, insanity, or convicted of a crime. The requirements on how to register a company in Cameroon are usually strict, complex, and time-consuming as it requires more documentation than any other business structure (enterprise, partnership).
HOW TO REGISTER A COMPANY IN CAMEROON
Companies are the most widely used business organization. They are formed for business and are thus, profit-maximizing. They are most preferred because they are highly organized and regulated with clear structures. Once the rights procedure to register a company in Cameroon is implemented, the registered company can operate independently of the shareholders, who may become employees and contractors.
In registering a company in Cameroon, individuals and corporate entities are encouraged to brief the services of a corporate accredited attorney to guide and avoid online unverified practitioners, bloggers, and fraudsters.
Before engaging in the company registration process at the company registration office in Cameroon, promoters are encouraged to contact a verified corporate accredited attorney who shall conduct a corporate name search, ascertain the company objectives, agree on shareholders, appoint the company manager, agree on minimum share capital, determine the share distribution ratio, appoint a company secretary and determine the choice of registered office or temporal office location in Cameroon.
COMPANY REGISTRATION PROCESS IN CAMEROON.
The company registration process in Cameroon entails proper drafting of company documents ( Articles of Association of the company, Notarial Statement of Subscription and payment of Share Capital, Appointment of Company Manager, Declaration of regularity and OHADA conformity, Business Lease Agreement ) and payment of company registration cost in accordance with The Uniform Act on Commercial Companies and Economic Interest Groups, 1997 as Amended (OHADA).
Here is the approved procedure to register a company in Cameroon at the company registration office in Cameroon;
- On how to register a company in Cameroon, Two (2) Originals applications to register a company in Cameroon (Form MO) 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: On how to register a company in Cameroon, founders must decide on the 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: On how to register a company in Cameroon, promoters must decide on the company activities to engage in e.g (construction, consultancy, real estate, import /export, traveling agency, agriculture, manufacturing, logistics, accounting services, entertainment, security, engineering, marketing agency, mining, oil and gas, maritime, transport, investment ), etc
- On how to register a company in Cameroon, the particulars of shareholders and the company manager are to be inserted in company registration documents.
- On how to register a company in Cameroon, Company Manager: Appointment, remuneration, and dismissal clauses must be inserted in the Articles of Association of the Company.
- Contribution: On how to register a company in Cameroon, shareholders must determine how contributions will be made (Cash or otherwise)
- On how to register a company in Cameroon, shareholders /managers of the company must submit copies of their passports or national identity card 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 for 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.
- On how to register a company in Cameroon, the notary public officer must issue a Certificate of appointment of the manager duly stamped, notarized, and filed.
- On how to register a company in Cameroon, a localization sketch of a business duly approved by the local revenue unit is an essential requirement when registering a company in Cameroon.
DOCUMENTS REQUIRED FOR REGISTERING A COMPANY AT THE COMPANY REGISTRATION OFFICE IN CAMEROON
On how to register a company in Cameroon, a Notary public shall use the information gathered at the interview stage to draft the company registration documents in Cameroon in line with The Uniform Act on Commercial Companies and Economic Interest Groups, 1997 as Amended (OHADA).
- On how to register a company in Cameroon, The Memorandum & Article of Association of the company must be drafted and signed by all concerned parties.
- Statement of subscription and payment of share Capital
- Appointment of company manager
- Declaration of regularity and OHADA conformity
- Declaration of company shareholder & company manager
- The lease agreement of the business or Temporal
These documents must be properly constituted and professionally crafted in line with the OHADA Uniform Act. A Notary public shall use the information gathered at the interview stage to draft and engage the company registration process in Cameroon so as to avoid queries when deposited at the company registration office in Cameroon.
COMPANY REGISTRATION COST
Company registration cost in Cameroon depends on the category of such a company, it could be a private limited liability company or a public limited liability company. Company registration cost will also be determined by the share capital, nationality of shareholders, and whether founders need a representative office. It is however advisable for promoters to seek legal counseling.
DOCUMENTS DELIVERED AT THE END OF THE REGISTRATION PROCESS
The company registration process in Cameroon is not complete if the accredited practitioner cannot show proof that the procedure to register a company in Cameroon was complied with fully. For a company registered in Cameroon to be fully operational, it must show proof of the following
- Certificate of incorporation duly registered and notarized
- Attestation of business creation of the company
- Article /memorandum of association duly registered and notarized
- Statement of share subscription duly registered and notarized
- Certificate of non-indebtedness of the company
- Certificate of appointment of company manager
- Business License of the company
- The registered lease agreement of the company
POST-INCORPORATION REGISTRATION IN CAMEROON
Post-incorporation matters are transactions that are subsequent to company registration in Cameroon. There are many transactions that are done subsequent to company registration in Cameroon but our focus is on revenue and publication of corporate name in line with The Uniform Act on Commercial Companies and Economic Interest Groups, 1997 as Amended (OHADA).
REVENUE – DELEGATION OF TAX
In line with the General Tax Code, the 2020 Company registration process in Cameroon is incomplete without the issuance of a taxpayer card, an attestation of business localization, a certificate of non-indebtedness, and a business license. These set of company documents are indispensable, especially at the level of corporate bank account creation enough reason why the procedure to register a company in Cameroon must be complied with by corporate entities.
- Tax–Payers Card: The taxpayers’ card contains registration information of the taxpayers 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 perpetrators of tax fraud or fraudulent use of tax numbers with incorrect information are prosecuted.
- Attestation of Localization: This is to ensure all businesses have a physical location within Cameroon. The Tax Inspector delegates an agent to physically visit the company office or (temporal) and draw up a sketch localization map to ease identification before engaging the procedure to register 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.
PUBLICATION OF COMPANY CREATION IN THE OFFICIAL GAZETTE
Cameroon’s company registration process mandate shareholders to make publication of the company registration details to wit: – company name, registration number, registration address, objectives, and shareholders’ and taxpayers’ number in an official gazette.
On how to register a company in Cameroon, shareholders must adhere strictly to the Cameroon General Tax code 2017 to ensure the company is issued with a taxpayer’s card and a certificate of non-indebtedness. Shareholders are further enjoined to register a company in Cameroon with the National social insurance Fund (CNPS) and place all its workers under an insurance scheme in accordance with the CIMA Insurance code 2009.
On how to register a company in Cameroon, economic operators must meet up with the procedure and are duty-bound to adhere to law No 2010/004 of 18th April 2016 governing external trade and decree No 2017/6523/PM of 7th June 2017 so as to obtain import and export license.
FREQUENTLY ASKED QUESTIONS ON HOW TO REGISTER A COMPANY IN CAMEROON
Here are some of the most frequently asked questions on how to register a company in Cameroon
- If we hire your services, what is the duration to complete the registration of a company during the Covid 19 era? The duration to complete the procedure to register a company in Cameroon is between 15 – 21 days
- Can our parent company abroad be appointed as a shareholder in the subsidiary company we intend to register in Cameroon? A parent company can be the sole shareholder in the subsidiary company to be registered in Cameroon. However, you will be required to forward to us the incorporation certificate of the parent company.
- Must the minimum share capital to register a company 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 to commence the company registration process in Cameroon.
- How to register a company in Cameroon without traveling? We can prepare all the documents and send PDF copies for electronic signatures which is acceptable to proceed with the company registration process in Cameroon.
- 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 is used in registering a company in Cameroon.
- We want our company bank account to be opened in Cameroon without necessarily traveling to Cameroon. Is this legally acceptable? Yes, by appointing someone in Cameroon as a nominee manager with powers to open a corporate account. This manager can be removed when the founders are physically available in Cameroon.
- On how to register a company in Cameroon must shareholders be physically available in Cameroon to hold meetings? No. They can hold online meetings anywhere but must have an appointed company secretary in Cameroon
In conclusion on how to register a company in Cameroon, Investors are advised to comply with The Uniform Act on Commercial Companies and Economic Interest Groups, 1997 as Amended (OHADA) as no matter how beautiful a business proposal is, non-compliance with domestic law can destroy your business in 24 hours. Cameroon’s company registration process although strict can be legally navigated using our years of experience as corporate attorneys at Kinsmen Advocates Law Firm.
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 circumstances.