Persons desirous to register a company in Cameroon, be it in the form of a Startup Company, Subsidiary Company, Branch of a Company or a regular company shall need to ascertain the type of company to be registered in Cameroon through the following questions below;
PRE-COMPANY REGISTRATION QUESTIONS
- How many promoters can apply to register a company in Cameroon?
One of the steps to register a company in Cameroon at the company registration office in Cameroon is for the company Promoter(s)/Founder to know the number of share holders to register the company.
In registering a company in Cameroon, one or more natural persons or corporate body may be the promoter of the company. This is in accordance with Article 309 and Article 385 of the Uniform Act relating to Commercial Companies and Economic Interest Groups of the OHADA Law for private limited and public limited companies respectively.
In essence therefore, the procedure to register a company in Cameroon at the company registration office in Cameroon will need a minimum of one shareholder/promoter.
2. What kind of shares can be issued by promoters during the company registration process in Cameroon?
In view to register a company in Cameroon, the shares which can be allotted by founders/promoters of the company are ordinary shares and preference shares.
3. What type of name is suitable to register a company in Cameroon?
The selection of the name for a company to be registered in Cameroon is necessary for investigation by a corporate attorney to ascertain the following aspects;
- It is not offensive in nature;
- It is not misleading to the public;
- It is not against public policy;
- It is not subject to a copyright, trademark or patented litigation etc.
4. What types of companies can a promoter/founder register in Cameroon?
Any person desirous to engage the company registration office in Cameroon in view to accomplish the task of registering a company in Cameroon must choose what kind of company the register in Cameroon. In this regard, the OHADA Uniform act has provided for the registration of a private limited company or a public limited company in Cameroon. https://www.droit-afrique.com/uploads/OHADA-Uniform-Act-1997-commercial-companies.pdf
5. What information is required from the promoter wishing to incorporate a company in Cameroon?
The information needed to engage the process to register a company in Cameroon from a promoter or founder is as follows;
- Name of Company: Must not be misleading to the public, offensive in nature, against public policy and subject to copyright, trademark and patent disputes.
- Type of company: Either a Private Limited Company or a Public Limited Company.
- Address of the company: Must be proven through a commercial lease agreement of the proposed headquarters of the company to be registered in Cameroon.
- Number and name of shareholders: The shareholders could be physical persons or legal entities. The promoter must also provide the shareholding ratio of the shareholders. This determines their respective contribution company capital.
- Contributions: The contributions are in three facets; in cash, services or kind.
- Name of company manager: Can be a physical person or legal entity.
- Company Registered Capital: This conforms to the category of company chosen. 1,000,000Fcfa for a private limited company and 10,000,000Fcfa for a Public limited company.
- The type of management: A manager(s) for a private limited company and Managing Director of Board of Directors for a Public limited company.
- Management and Signatories to company accounts: Accounts of a company to be managed by the shareholder(s) and Manager/Directors depending on the company type.
6. What document is required from a shareholder which is a legal entity?
If the promoter desirous to register a company in Cameroon is a legal entity like a company, the promoter must provide its certificate of incorporation alongside company resolutions authorizing the creation of the Cameroon company. The resolutions will also appoint a physical person to represent the promoter company which will be mentioned in the company articles of association.
7. What document is required from a company manager which is a legal entity?
Where in the company registration process in Cameroon, the manager of the company to be registered is a legal entity like a company, the certificate of incorporation of the company will be submitted and company resolution appointing a physical person of the management company to represent in that capacity as manager on behalf of the company.
8. What percentage of shares of a Cameroon Company can a Foreign National own?
A foreigner interested to engage the procedure to register a company in Cameroon at the company registration office in Cameroon must know that he/she can own 100 percent of the company shares.
However, some licenses and authorizations need Cameroon ownership of some percentage of the shares before it can be approved.
9. What is the role of the Tax department in the company registration process in Cameroon?
The role of the tax department at the company registration process in Cameroon is the issuance of a tax payers’ registration number of the company, the shareholder(s) and the manager(s)/Director(s), as well as the Certificate of Non-Indebtedness which is issued in conformity with the commercial lease agreement of the company.
10. Can a foreign national with no address in Cameroon, register a company in Cameroon?
Yes. an expatriate desirous to accomplish the steps to register a company in Cameroon will either lease an office space in Cameroon to be used as the company head office or pay a law firm a fee to provide a temporal office address to be used for registration and administrative purposes only, pending the actual lease of an office space for the company.
The company registration certificates in Cameroon will reflect address used for the registration process only. Any change of company address will be done after due process as mentioned in the OHADA Law.
11. What is the capacity for a physical person to register a company in Cameroon?
Not any kind of person has the capacity to register a company in Cameroon. The company registration office in Cameroon always verifies that promoters have the capacity to register a company in Cameroon. In this regard, the following aspects determines the capacity of a promoter to register a company in Cameroon;
- The person must be aged 18 and above;
- The person must not be bankrupt;
- The person must no suffer from insanity;
- The person must have a valid identification document;
- The person must not have been convicted of a crime after a court process.
12. Who are the company registration authorities in Cameroon?
- The court of First Instance
- The Tax and Stamp duty office
- The office for the creation of small and medium enterprises.
13. What is the role of a license to register a company in Cameroon?
There are some types of companies which require promoters to be holders of a particular license before they can be registered. An example of such a company is a pharmacy company which can only be registered by licensed pharmacists.
14. Can pre-incorporation contracts be enforced on a company to be registered in Cameroon?
Yes, if during the process to register a company in Cameroon, the pre-incorporation contract is inserted into the Articles of Association of the company. Then it must be enforced.
15. What is the cost to register a company in Cameroon?
The cost to register a company in Cameroon is not fixed. It is dependent on several factors such as;
- Attorney/Law firm fee
- Commercial lease rate
- Nature of the Articles of Association etc.
However, some fees are fixed such as the fee for fiscal stamps which stands at 1500Fcfa per page, and fiscal percentage rate of 10% and 15% of the yearly rental value of the company.
16. Can some mistakes occur in the company registration process in Cameroon?
Yes, such errors can be mistakes made on the information of the company founder and manager/director, misleading information and errors from the registrar of companies. Such errors are termed irregularities.
17. How can irregularities be fixed?
The competent court may order any natural person or corporate body registered in the trade and Personal Property Credit Register to have either;
– Information added to or amended in the Register
– Necessary information added or amendment made to the Register in case of an incorrect or incompatible declaration
– Its removal from the Register effected.
18. What is the timeline to register a company in Cameroon at the company registration office in Cameroon?
7 working days – 14 working days
19. How long does it take to have a bank account opened for a company registered in Cameroon?
1-2 working days
COMPANY REGISTRATION QUESTIONS
20. Which Offices or Authorities are responsible to Issued Company registration certificates in Cameroon?
The offices responsible for the company registration process in Cameroon are as follows;
- The Court of First Instance
- The Company Registration Office
- The Tax Office
- The National Social Insurance Fund
21. Which documents are issued by the Tax Department of Cameroon during the company registration process in Cameroon?
The documents issued by the Tax department of Cameroon during the company registration process in Cameroon are as follows:
- The Attestation of Tax Payers Registration
- The Certificate of Non-Indebtedness
- The Attestation for the Exoneration of Business License.
22. Which documents are issued by the Competent Court in Cameroon after completion of the Cameroon company registration process?
The documents issued by the Competent Court in Cameroon is the during the company registration process in Cameroon is as follows:
- Certificate of Incorporation
- The Company Registration Certificate (M.O Form)
23. What documents are issued by the company registration office in Cameroon when the company registration process in Cameroon is completed?
- An Attestation of Business Creation
24. What documents are established by the Notary in the company registration exercise in Cameroon?
- Articles of Association
- Statement of Subscription of Company Shares
- Certificate of appointment of company manager
- Duly Sworn Statement of regularity and conformity with the provisions of the OHADA Law
- Notarial List of Company Managers and Shareholder(s) etc.
POST-COMPANY REGISTRATION QUESTIONS
25. What is the proof that a company is registered in Cameroon?
The following documents prove that a company is duly registered in Cameroon;
- Certificate of Incorporation
- Certificate of business registration
- Memorandum/Articles of association duly stamped
- Notarized statement of subscription of Shares
- Tax Payer’s Card of the company
- Tax Payer’s Card of the Share holder
- Tax Payer’s Card of the Manager
- Certificate of non-indebtedness
- Duly signed notarized sketch
26. What is the prove that a company registered in Cameroon is fully operational in Cameroon?
When the steps to register a company in Cameroon is accomplished, the following documents will be issued;
- A certificate of Incorporation (MO Form)
- A Tax Payer’s Registration Number
- A business License
- A notarized lease agreement
- A localization plan
- A Certificate of non-indebtedness
- An attestation of Bank account creation
- A physical office location
- A matriculation number from the National Social Insurance Fund for the newly registered company in Cameroon
- A matriculation number per staff/worker from the National Social Insurance Fund etc.
27. Does a registered company in Cameroon require authorization to operate?
This will depend on the objectives of the company as stated in its Articles and Memorandum of Association. Companies registered with objects to render financial services, forest exploitation, mining activities, petroleum exploitation, import and export activities etc. Hence, the steps to register a company in Cameroon found in the listed sectors will require a special license in order to operate in Cameroon. However, companies engaged in general commerce do not require a special authorization to operate in Cameroon.
28. How can a registered company in Cameroon protect its brand and services?
One of the steps to register a company in Cameroon is to select the name of the company. In such a case, the protection of the company name is important. A company registered in Cameroon can benefit from protection on its Trademark, Trade Name, Service Mark, Industrial Designs, Geographical Indications, Literary and Artistic Property, Patentable Invention, and Utility Models by complying with the requirements for their registration and protection at the African Intellectual Property Organization/Organisation Africaine de la Propriete Intellectuel (OAPI) in conformity with the Bangui Agreement of February 24th 1999.
29. How can you ascertain that the company registration documents in Cameroon are authentic?
The following information must be contained in the various company registration certificates in Cameroon as illustrated below;
a. What information is included in the Certificate of Incorporation of the company in Cameroon?
- The name of the company;
- The contact address of the company;
- The registered office of the company;
- The registration number of the company from the Trade and Personal Property Rights Register; and
- The date of registration of the company.
b. What information is contained in the company registration certificate in Cameroon?
Information relating to the Corporate Body
Declaration of the type of entity being set up (corporate body or branch)
- Name of company, trade name, sign and acronym
- Address of company headquarters
- Address of the firm opened
- Juristic form (Legal Status)
- Registered Capital
- Duration (Lifespan)
- Information relating to the business and to the firms (Establishments)
Business
- Main business
- Date of commencement
- Number of wage earners
- Information on the main establishment or branch
Address
- Origin
- Previous operator
- Address of previous operator
- Loan creditor
- Secondary branch (Besides the one floated)
- Information on Partners Jointly and Severally Liable
Names
- Date and place of birth
- Address
- Information relating to managers (directors)
Names
- Date and place of birth
- Address
- Duty
- Name of Agent etc.
c. What information is contained in the attestation of taxpayers’ registration of a company in Cameroon?
- Reference number in digits
- Business name of the company
- Immatriculation Number from the company registration document;
- Unique Identification Number of the company;
- Tax center;
- Tax system;
- The notification of the penalty for tax fraud;
- The legal provision on a fixed fine
- The notification that the attestation has been generated by the information system of the Directorate General of Taxation at a precise date and time.
d. What information is contained in the Attestation of Business Creation in Cameroon?
- The reference number of the document
- The name of the company
- The business registration number of the company
- The taxpayer’s registration number of the company
- The address of the company
- The contact number of the company
- The main activities of the company etc.
OTHER COMPANY REGISTRATION QUESTIONS IN CAMEROON
30. What is the difference between a startup company in Cameroon and a Regular company in Cameroon?
A startup is a new company in its early stages of operation founded by new entrepreneurs whilst a regular company is an establishment in operation seeking to maintain its position in the market. In more detail, a startup differs from a regular company in the following aspects;
- Structure: The structure of Startups are usually lean and emphasize on adaptation and quick decision making of which a company is more established and well defined with properly established goals and hierarchy in decision making.
- Focus: Innovation, market disruption and rapid growth are usually the focus of startups whilst stability, profitability and long-term sustainability are the points of focus for an established company.
- Funding: External funding such as venture capital, crowd funding or angel investors are usually the avenues for financial support a startup company relies on. relies on external funding in the form of a venture capital, crowd funding and angel investors whilst an already existing company relies on retained earnings and debt financing.
- Goals: Achieving scalability and ensuring your product fits in the market are the goals for startup companies whilst maintaining a competitive market position is usually the ultimate goal of an existing company.
31. Is the share capital of a branch company in Cameroon the same as that of the parent company in Cameroon?
A branch company is an extension of a parent company without the complete autonomy of operation and formation in Cameroon.
A branch has been defined by the OHADA Law to be a commercial, industrial or service-providing establishment which belongs to a company or a natural person and which has been granted a certain degree of autonomy in its management.
Hence a branch company has no distinct share capital from a parent company.
32. Is a branch company in Cameroon same as a subsidiary company in Cameroon?
No.
A branch has been defined by the OHADA Law to be a commercial, industrial or service-providing establishment which belongs to a company or a natural person and which has been granted a certain degree of autonomy in its management whilst a subsidiary company is a registered company in Cameroon with more than half of its share capital owned by another company.
33. Is a subsidiary company completely autonomous from a parent company in Cameroon?
No.
A subsidiary company though an independently registered company in Cameroon, has its share capital owned by another company known as a parent company and no extraordinary meeting can be held without the consent of the parent company.
34. What is the personnel structure of a company to be registered in Cameroon?
The company personnel vary per company type in Cameroon. The different types of company personnel are as follows;
1. Public Limited Company (Société Anonyme – SA)
– Shareholder(s),
– Directors(s), and
– Auditors
2. Limited Liability Company (Société à Responsabilité Limitée – SARL)
– Shareholder(s), and
– Manager(s)
3. Private Company
– Trader(s) and
– Manager(s)
4. Branch Company of a Public Limited Company
– Director(s)
5. Branch company of a Private Limited Company
– Manager(s)
6. Subsidiary company (Share capital below 10,000,000 XAF)
– Shareholder(s)
– Manager(s)
7. Subsidiary company (Share capital above 10,000,000 XAF)
– Shareholder(s)
– Director(s)
– Auditor(s)
35. How many tax regimes exist for a company registered in Cameroon?
There are four types of tax regimes applicable to corporate structures in Cameroon. These regimes vary per category and income generation quota of the company. They are as follows:
- Non-Profit Tax Regime: Applicable to Non-Governmental Organisations.
- Withholding Tax: Applicable to companies with turnover not exceeding 10,000,000Fcfa.
- Simplified Tax Regime: Applicable to companies with turnover exceeding 10,000,000Fcfa but less than 50,000,000Fcfa.
- Real tax Regime: Applicable to companies in Cameroon with turnover exceeding 50,000,000Fcfa.
36. What is the fee charged per process of company incorporation in Cameroon?
The cost to register a company in Cameroon vary per the type of company structure, the share capital involved, the commercial lease contract, the Country of origin for company shareholding personnel etc.
The sample fee structure for the registration of a company in Cameroon (LLC) is as follows;
- Notary Fees
- Legal Drafting Fees
- Procedural Fees
- Tax Office
– Tax Payers Registration Attestation
– Certificate of Non-Indebtedness - Company Registration Office
- Court of First Instance
- Publication Fees
Cost of Registering a Company in Cameroon
Procedural Cost
- Reservation of Business Name: 10,000 XAF – 25,000 XAF
- Attestation of Tax Payers Registration: Free
- Certificate of Non-Indebtedness: varies according to commercial lease rate
- Trade and Personal Property Credit Register (RCCM): 50,000XAF – 200,000XAF
- Publication: 50,000XAF
Notarization of Articles of Association: XAF 50,000 – XAF 150,000 (depending on complexity)
Legal Drafting: 100,000XAF
Publication: 50,000XAF
Social Security Registration (CNPS): Payment is based on the number of employees
Business License: 100,000XAF – 500,000XAF in line with the particular business sector
Miscellaneous: 100,000XAF
N/B: The fee charged may be above the mentioned cost under certain circumstances.
37. How can errors in the company registration process in Cameroon be rectified?
Errors in the company registration can be manifested in the following situations:
1. Grammatical Errors
- Errors in the name of persons mentioned as shareholders and managers or directors.
- Errors in the date of birth of the shareholder(s) and manager(s)
- Error in the share allocation ratio
- Error in the spelling of the name of the company
2. Procedural Errors
- Error in the registration of a company under a different company regime
- Error in the registration of a company under a higher tax regime
When errors are noticed in the registration process of a company in Cameroon, the following actions can be taken;
- Grammatical errors in the company Articles can be rectified through the amendment of the company Articles by the Notary.
- Error concerning a mistaken company regime will be rectified in the system of the registrar of companies.
- Errors in the Tax Registration document will be rectified in the tax system of the center under which the company is registered.
38. What are the environmental protection responsibilities for a registered company in Cameroon?
At the level of Company Operations
The operator of any classified establishment is required to draw up an emergency plan to ensure that alerting the competent authorities and neighboring populations in the event of an incident or threat of an incident the evacuation of personnel, as well as the means to contain the causes of the incident.
Protection of Human Settlement
The protection, conservation and enhancement of the cultural and architectural heritage are of national interest.
They are an integral part of national policy to protect and enhance the environment.
Planning permission is granted with due regard to the presence of classified establishments and their impact on the environment, and may be refused or made subject to special requirements jointly drawn up by the authorities responsible for the environment and town planning.
Protection of Inland Waters and Flood Plains
(LAW N°96/12 OF 05 AUGUST 1996 ON THE FRAMEWORK LAW ON ENVIRONMENTAL MANAGEMENT IN CAMEROON)
Inland waters are public property, the use, management and protection of which are subject to the above law and regulations in force.
The Administration in charge of water resources management draws up an inventory establishing the degree of pollution of continental waters, according to physical, chemical, biological and bacteriological criteria. This inventory is revised periodically or whenever exceptional pollution affects the state of these waters.
Floodplains are given special protection. This protection takes account of their role and importance in conserving biological diversity.
Protection of the Coastline and Maritime Waters in Cameroon
Without prejudice to the relevant provisions of international conventions relating to the protection of the marine environment, duly ratified by the Republic of Cameroon, the following are prohibited, dumping, immersion and incineration in maritime waters under Cameroonian jurisdiction, substances of any kind likely to:
– Harm human health and marine living resources;
– Adversely affect maritime activities, including shipping, aquaculture and fishing;
– Impair the quality of maritime waters from the point of view of their use;
– Degrade the amenity values and tourist potential of the sea and coastline.
Protection of the Receiving Environment in Cameroon
It is forbidden:
– To harm the quality of the air or to cause any form of change to its characteristics that could have a harmful effect on public health or property;
– Emit into the air any polluting substance, in particular smoke, dust or toxic, corrosive or radioactive gases, in excess of the limits set by the implementing regulations for this law or, as the case may be, by specific regulations;
– Emit odours which, due to their concentration or nature, are particularly unpleasant for humans.
Soil and Subsoil Protection in Cameroon
The soil, subsoil and the wealth they contain, as limited resources, whether renewable or not, are protected against all forms of degradation and managed jointly and rationally by the competent Authorities.
A decree for the application of this law, issued on the basis of a joint report from the Administrations concerned, sets out:
– Special protection conditions designed to combat desertification, erosion, loss of arable land and the pollution of the soil and its resources by chemicals, pesticides and fertilisers;
– The list of fertilisers, pesticides and other chemical substances whose use is authorised or encouraged in agricultural work; – The quantities authorised and the conditions of use so that the substances do not adversely affect the quality of the soil or other receiving environments.
39. What are the requirements for expatriate workers in Cameroon? What is the requirement for a foreign national to work in Cameroon?
The only visa which gives workers prima facie right to work in Cameroon is the long stay visa. It ranges from four to six months maximum with a right to multiple entries and exits.
In accordance with the provisions of the law, entering Cameroon on a work visa should be in this order:
- first the visa applicant must secure an employment in Cameroon, evidenced by an employment contract and employment letter;
- second, his employer must obtain a work permit for him from the Ministry in charge of labour; and
- third, the work permit is then used to apply for a long stay visa to Cameroon.
Obtaining a Work Permit
As per article 27 (2) of the Cameroon Labour Code, every foreigner who intends to work in Cameroon must first have their employment contract endorsed by the Minister in charge of employment before commencement. The endorsement by the Minister is the Work Permit per se. The endorsement procedure is followed up by the employer or his counsel.
Documents required to obtain a work permit by an expatriate in Cameroon
- an application addressed to the Minister in charge of labour by employer or through counsel,
- a signed contract of employment between the employer and the employee in multiple copies.
Duration of the Work Permit
The maximum duration of the work permit is two years renewable. Once the worker has his work permit, the next step for him to be fully compliant with local legislation is to obtain a residence permit.
40. Must a registered company in Cameroon subscribe to an insurance policy?
The company registration process in Cameroon require companies and their personnel to be registered under the National Social Insurance Fund. This registration process will grant to the company and her personnel social insurance matriculation numbers through which the company can be compensated for cases like industrial accidents and occupational disease. However, the contribution of both employer and employee are required to set up a financial platform under which the National Social Insurance Fund can intervene.
41. Can a shareholder who is a foreigner open a bank account for his company registered in Cameroon without being present in Cameroon?
Yes,
The company manager who should be a person resident in Cameroon shall be given the authority to open an account of the company at any accredited bank in Cameroon.
42. Can a foreign national register a company in Cameroon without being physically present in Cameroon?
Yes,
43. How can a foreign national register his company in Cameroon without being physically present in Cameroon?
The foreign national should sign all documents established by the Notary as well as furnish the Notary with the required personal documents and the agreed fee for the company registration process in Cameroon.
44. Can digital signatures be used to sign company documents by a shareholder not present in Cameroon during the company incorporation process?
The 2010 law regulating e-commerce in Cameroon has recognized the use of digital or better still electronic signature as an acceptable form of endorsement of documents. In this regard, digital signatures are acceptable under Cameroon law to sign documents.
45. Can signatures be delegated by a shareholder not resident in Cameroon?
Certain aspects of signatures can be delegated by the shareholder through a duly established Power of Attorney by a competent Notary.
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