INCORPORATION OF A COMPANY IN CAMEROON

SETTING UP OF A COMPANY IN CAMEROON

Pursuant to Article 3 of the Uniform Act relating to Commercial Companies and Economic Interest Groups in Cameroon, any person, whatever their nationality, wishing to engage in a commercial activity in the form of a company shall choose a form of company which suits the activity envisaged from among those provided by the Organisation for the Harmonization of Business Law in Africa (OHADA) Law.

Any person wishing to register a company in Cameroon must know there are two types of companies to wit; a private limited liability company and a public limited liability company.

TYPES OF COMPANY

A Private limited liability company is a business entity whose owners have limited liability with private ownership as shares are prohibited from being publicly traded. In Cameroon, the initials LTD, SARL, are added to the names to differentiate it from other businesses. The revised article 311 of the Uniform Act provides that the capital must be at least one million.

A Public limited liability company is a business entity where shares are offered to the general public. Shareholders also have limited liability. In Cameroon, the initials PLC, LLC, SA, are added to the name in order to distinguish a public limited company from other businesses. The minimum share capital must be at least Ten Million FCFA.

Cognizant of the economic climate in Cameroon which is very open and hospitable to foreign investors, a foreigner can be the owner of a company in Cameroon and the Manager at the same time.

However, foreigners must obtain a resident permit and a work permit from the competent immigration authority in conformity with Decree No. 2007/255/PR of September 4th 2007 which governs immigration in Cameroon and lays down the conditions which foreigners must satisfy in order to be issued a residence permit and work permit in Cameroon.

DOCUMENTS/INFORMATION FOR REGISTRATION

According to Article 262 of the Uniform Act relating to commercial companies and economic interest groups of the OHADA Law, the following information is required from the company founders;

Name of the company
Objectives of the company
Startup capital of the company
Article and memorandum of association
Registered address of the company
Criminal records of directors
Certificate of non-conviction for aliens who are shareholders and directors.
Passport copy of foreign shareholders
Notarial statement of subscription and payment of shares

DOECUMENTS REQUIRED FROM A COMPETETNT NOTARY INCLUDS;

Memorandum and Articles of Association of the company
Notarized statement of subscription and payment of shares
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 and localization sketch of business premises.

 COMPANY REGISTRATION IN CAMEROON – LICENSING

The following business licences and tax registrations are obligatory for all companies in Cameroon;

Registration of the company in the Trade and Personal Property Credit Register (RCCM)
A business license (Patent) to be acquired from the Tax Department after payment of an annual fee
Obtain an accredited tax number from the Tax Department
Register employees along with the company at the National Social Insurance Fund (CNPS) and the Labour Office

 DOCUMENTS DELIVERED UPON COMPLETION

The registration procedure will take about two weeks, after which the company will be issued a certificate of incorporation, which would be published in the newspaper, bringing the registration process to an end. At that moment, your company will have the following documents;

Certificate of Incorporation
Certificate of business registration
Memorandum/Articles of association duly stamped
Notarized statement of subscription of Shares
Tax Payer’s Card
Certificate of non-indebtedness
Duly signed notarized sketch

As a new business, you will benefit from tax exemption for 1 year, but will be required to declare your activities each month to inform the taxation authorities about your operations. This is necessary to prepare your future tax profile.

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