The day of incorporation of a company marks the birth of that company in business.
Registering and incorporating a company in Cameroon involves several steps regulated by the OHADA (Organisation for the Harmonization of Business Law in Africa) Uniform Act on Commercial Companies and Economic Interest Groups, which applies in Cameroon and 16 other African countries. Here’s a detailed overview of the process:
• The first step is to choose the appropriate business structure, as each type has specific requirements and implications. The most common structures in Cameroon include:
• Société à Responsabilité Limitée (SARL) – Private Limited Company
• Société Anonyme (SA) – Public Limited Company
• etablissement(Est) – Sole Proprietorship
• The SARL is the most common structure for small and medium-sized enterprises (SMEs), while SAs are better suited for larger businesses requiring significant capital.
- Name Reservation and Search
• Company Name Search: Before proceeding, you must choose a unique name for your company and verify its availability at the Trade and Personal Property Right Registry or through the local Commercial Court. - Preparation of Required Documents
• To proceed with incorporation, the following documents are typically required:
• Articles of Association (Statutes): These outline the company’s structure, purpose, share capital, and operational details.
• Shareholders’ Identification: Copies of the identification documents (passports or national IDs) for all shareholders.
• Manager’s Identification( this appellation is based on the type of company): A copy of the ID or passport of the appointed manager or managing director.
• Address and Proof of Premises: Lease agreement, ownership deed, or proof of address for the registered office, and localisation plan. - Amount of Capital Required
• For a SARL, the minimum share capital is XAF 100,000, and for an SA, it is typically XAF 10,000,000 (about USD 17,000).
• Capital Deposit and Bank Certificate; Open a corporate bank account in the company’s name and deposit the initial share capital. The bank will issue a Certificate of Capital Deposit, confirming the capital is in place.
• This certificate is required for filing the Articles of Association and registering the company at the Trade and Personal Property Right Registry. - Drafting and Signing of Articles of Association
• The Articles of Association must be drafted to comply with OHADA law, detailing the company’s activities, shareholding, governance, and more.
• These documents must be signed by all shareholders and may require notarization to confirm authenticity. - Filing at the Trade and Personal Property Right Registry
• Cameroon has simplified company registration by establishing the Trade and Personal Property Right Registry as a one-stop shop for business registration, handling paperwork and coordination with different administrative offices.
• Submit all the documents (including the Articles of Association, shareholders’ identification, bank certificate, and proof of address) to the Trade and Personal Property Right Registry
• The Trade and Personal Property Right Registry processes the application, assigns a unique identification number, and forwards necessary details to tax and social security offices. - Obtaining the Certificate of Incorporation
• Once the Trade and Personal Property Right Registry validates the application, it issues a Certificate of Incorporation. This document serves as proof of the company’s legal existence and includes the company’s registration number and tax identification number.
• The company is now officially recognized as a legal entity and can commence business activities. - Tax and Social Security Registration
• With the incorporation certificate, you must register with the Centre des Impôts (Tax Office) to obtain a Taxpayer’s Identification Number (TIN) and the necessary tax documents.
• Register with the National Social Insurance Fund (CNPS), which is mandatory if the company plans to hire employees. This process ensures that the company complies with Cameroonian social security regulations. - Publication in the Official Gazette
• After registration, the company must publish a Notice of Incorporation in a local newspaper or the Official Gazette. This is a legal requirement for all companies in Cameroon, serving as a public notice of the company’s formation and purpose. - Obtaining Operational Licenses and Permits where necessary
• Depending on the type of business and industry, additional sector-specific licenses or permits may be required from relevant authorities.
• For instance, companies in banking, insurance, and telecommunications need additional approval from the respective regulatory bodies. - Additional Considerations and Compliance
• Annual Filings: Companies are required to file annual financial statements with the CFCE, and larger companies (particularly SA) may need to submit audited statements.
• Statutory Meetings: Companies are required to hold at least one general meeting per year to address corporate matters.
• OHADA Compliance: Companies must operate in compliance with OHADA’s corporate governance requirements, including director duties, shareholder rights, and financial reporting.
AT KIYAH AND PARTNERS LAW FIRM, our role is to ensure that your company is duly registered in compliance with the law.