COMPANY INCORPORATION PROCESS IN CAMEROON – 7 APPROVED STEPS

7 Approved Steps to incorporate a company in Cameroon

The company incorporation process in Cameroon is marked by several stages of regulatory compliance in Cameroon. These stages of regulatory compliance in incorporating a company in Cameroon is aimed at ensuring that proper due diligence is engaged in the company incorporation process. In this regard, the due diligence exercise is carried by the corporate attorney in his capacity as a Notary in Cameroon based on the elements of incorporating a company in Cameroon and the capacity of the company promoter or founder on the one hand and the company registration office in Cameroon, the tax office and the court of first instance in Cameroon.

Upon the successful incorporation of the company in Cameroon, the company incorporation certificates will be delivered to the corporate attorney or the promoter as proof of the successful incorporation of the company in Cameroon.

WHAT IS THE LEGAL POSITION OF UNDERTAKINGS ON BEHALF OF A COMPANY TO BE INCORPORATED IN CAMEROON?

The legal position of undertakings done on behalf of a company to be incorporated in Cameroon will depend on the time of the undertakings. In this regard, we have two circumstances concerning such undertakings to wit:

1. Undertakings before Company Incorporation in Cameroon

1. Undertakings with an Organizing Meeting: Such acts and undertakings are described in a document entitled “statement of acts and undertakings on behalf of the company under formation” with indications of, for each of them, the nature and scope of the company underlying obligations should it decides to take them over.
   
   
2. Undertakings without an organizing Meeting: For companies formed without an organizing meeting, the statement of acts and undertakings shall be annexed to the articles of association.
   

2. Undertakings after Company formation but before company Incorporation in Cameroon

1. Within the scope of the Power of Attorney: Members may, in the articles of association, or in a separate document or, where applicable, during the general organization meeting, grant powers to one or more company managers, depending on the case, to make commitments on behalf of a formed company, but not yet registered with the registry of commerce and securities. Provided that such commitments are defined and their scope specified power of attorney, the registration with the company in the registry of commerce and securities is a ratification by the company of such undertakings.
   
   
2. Exceeding the scope of the Power of Attorney: Acts exceeding the powers conferred to them in such power of attorney, or unrelated to them may be ratified by the company provided they have been approved by the ordinary general meeting.  

WHAT IS THE LEGAL REGIME OF A COMPANY NOT INCORPORATED IN CAMEROON?

In conformity with Article 114 of the OHADA Uniform Act of 2014, where members decide not to incorporate the company, the company shall be referred to as a “Consortium”. It shall not have a legal personality.

COMPANY INCORPORATION PROCESS IN CAMEROON

Due Diligence by the Notary

The process of incorporating a company in Cameroon at the company registration office in Cameroon is successful when the Notary has engaged a proper due diligence exercise on the following aspects;

• Company name
• Type of company
• Liability of shareholders
• Capacity of shareholder(s)
• Shareholding ratio
• Contributions of the promoters
• Capacity of the manager(s)

Due diligence by the Court, Company Registration office and Tax Office

• Criminal record of shareholder(s) and manager(s)/Director(s)
• Company name
• Company type
• Commercial lease

ELEMENTS OF INCORPORATING A COMPANY IN CAMEROON

Incorporating a company in Cameroon cannot be achieved without the following elements;

• Company name: The name must not be offensive in nature, against public policy, immoral in nature and subject to trademark and patent litigation.
  
  
• Company type: To incorporate a company in Cameroon, the promoter must decide whether the company is a Private Limited Company or a Public Limited Company.
  
  
• Company address: The company address must be proven through a commercial lease agreement. This address is mentioned on the company incorporation certificates in Cameroon.
  
  
• Company Shareholder(s) and Shareholding ratio: The information and documents of the shareholder(s) must be provided in the Articles of association during the company incorporation process in Cameroon. As one of the steps to incorporate a company in Cameroon, the shareholders and their shareholding ratio must be mentioned in the articles of association and other supporting pre-incorporation company documents established by the Notary.
  
  
• Company Management: As one of the elements of incorporating a company in Cameroon, the form of management of the company must be mentioned in the company articles of association. The company can be managed depending on whether it is a private limited company or a public limited company by a manager(s), managing director or board of directors.

• Management of Company Account: The provision as regards the company accounts are quite necessary for the company incorporation process in Cameroon. So every promoter desirous to incorporate a company in Cameroon should decide who will manage the accounts opening process and the signatories.

DOCUMENTS REQUIRED TO INCORPORATE A COMPANY IN CAMEROON

Shareholders

• Copy of Identification Document
• Copy of criminal record
• Copy of certificate of incorporation if a company
• Copy of company resolutions authorizing the creation of the Cameroon company etc

Manager

• Copy of identification document
• Copy of criminal record
• Copy of certificate of incorporation if a company

Auditor(s)

• Qualifying certificate
  

PERSONNEL REQUIRED TO INCORPORATE A COMPANY IN CAMEROON

One of the tenets of incorporating a company in Cameroon is to select the personnel required for the registration process to be complete. This selection will be dependent on the type of company the interested person has decided to register in Cameroon. The distinction as per the types of company is 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)

REGULATORY BODIES FOR THE COMPANY INCORPORATION PROCESS IN CAMEROON AND ISSUING CERTIFICATES (COMPANY INCORPORATION OFFICE IN CAMEROON)

The various company incorporations offices in Cameroon through which the procedure to incorporate a company in Cameroon must be achieved are as follows;

1. Court of First Instance: The company incorporation authority responsible to issue a company registration certificate in Cameroon.
   
   
2. Tax Office: The company incorporation authority responsible to issue a tax payer’s registration number and a certificate of non-indebtedness in Cameroon.
   
   
3. Enterprise Procedure Creation Center: Company incorporation authority responsible for the issuance of an Attestation of Business Creation and Certificate of Incorporation in Cameroon.

LAWS REGULATING COMPANY INCORPORATION IN CAMEROON

The laws regulating the company incorporation process in Cameroon are as follows;

1. OHADA Law: This law regulates the formation, incorporation, dissolution, and change of status of a company incorporated in Cameroon.
   
2. Tax Code: This law regulates all tax compliance requirements of the company incorporation process in Cameroon.
   
3. Employment & Labour Law: All aspects of employment and labour as regards company formation in Cameroon are regulated by the 1992 Labour Code.
   
4. National Social Insurance Law: The Social Insurance law regulates all aspects of insurance for employers and employees in Cameroon and also manages the regime associated to Industrial Accidents and Occupational diseases.

7 APPROVED STEPS TO INCORPORATE A COMPANY IN CAMEROON

The procedure to incorporate a company in Cameroon must be realized through 7 approved steps. They are as follows;

Step 1: Determine the Business Type: It is either a Public limited company, a Private limited company, a Private company, a Sole Proprietorship, a Partnership etc.

Step 2: Reserve a Company Name: The name should be verified so it is not offensive in nature, against public policy, subject to patent, copyright and trademark litigation and misleading to the public.

Step 3: Appoint Company Personnel/staff: As stated above about company personnel, the staff will be selected based on the company or business type to be incorporated in Cameroon.

Step 4: Prepare incorporation documents and Share Capital: The company Articles of Association and supporting documents must be established to reflect the company name, structure, personnel, management type, company accounts provision etc.

Step 5: Company incorporation with the Trade and Personal Property Credit Registry (RCCM): The incorporation of the company in the RCCM is proof of the legal existence and personality of the company or business. Hence the company obtains a personality distinct from its members and can sue and be sued.

Step 6: Tax Registration: The incorporation process of a company in Cameroon cannot be complete if it has not complied with the tax incorporation formalities. These formalities will ensure the company has a tax payers’ registration certificate and a certificate of non-indebtedness.

Step 7: National Social Insurance Fund Registration (Social Security): This is a post company incorporation process in Cameroon which is aimed at insuring the company and workers.

ERRORS COMMITTED IN THE COMPANY INCORPORATION PROCESS IN CAMEROON AND HOW TO RECTIFY THEM

Errors in the company registration can be manifested in the following situations:

1. Grammatical Errors

1. Errors in the name of persons mentioned as shareholders and managers or directors.
2. Errors in the date of birth of the shareholder(s) and manager(s)
3. Error in the share allocation ratio
4. Error in the spelling of the name of the company

2. Procedural Errors

1. Error in the registration of a company under a different company regime
2. 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;

1. Grammatical errors in the company Articles can be rectified through the amendment of the company Articles by the Notary.
   
2. Error concerning a mistaken company regime will be rectified in the system of the registrar of companies.
   
3. Errors in the Tax Registration document will be rectified in the tax system of the center under which the company is registered.

COST TO INCORPORATE A COMPANY IN CAMEROON

The sample cost structure for the incorporation of a company in Cameroon (LLC) is as follows;

1. Notary Fees
   
2. Legal Drafting Fees
   
3. Procedural Fees

• Tax Office
• Tax Payers Registration Attestation
• Certificate of Non-Indebtedness
• Company Registration Office
• Court of First Instance

4. Publication Fees

Cost of Incorporating a Company in Cameroon

The approximate cost to incorporate a company in Cameroon (LLC) for Cameroonian Promoters is as follows;

Procedural Cost

1. Reservation of Business Name: 10,000 XAF – 25,000 XAF
2. Attestation of Tax Payers Registration: 30,000XAF
3. Certificate of Non-Indebtedness: varies according to commercial lease rate
4. Trade and Personal Property Credit Register (RCCM): 50,000XAF – 200,000XAF

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.

LICENSING PROCEDURE

The licensing procedure has to do with special licensing being a precondition for a particular type of company to be registered in Cameroon. This is the case with some companies such as health companies, customs clearing companies, accounting oriented companies etc.

MANDATORY CONTINUITY COMPLIANCE

After the company incorporation process in Cameroon has been completed, there are some mandatory compliance processes which must be respected by the operating company in Cameroon. They are as follows;

• Tax filings;
• Filing of annual financial statements;
• Social security obligations etc.

GUIDE ON THE CAMEROON BUSINESS INCORPORATION PROCESS

The Cameroon business incorporation process has being established to encourage investments. In this regard, entrepreneurs and promoters must engage the following process:

1. Choose a business structure in conformity with their goals.
   1. Choose an acceptable business name.
   2. Establish and Notarize the necessary corporate legal documents.
   3. Pay for registration forms and fees at the RCCM
   4. Obtain a tax identification number from the regional tax center.
   5. Register the company and workers at the National Social Insurance Fund (CNPS).
   6. Open a business bank account.
2. Procure the necessary licenses and permits.

COMPONENTS OF COMPANY INCORPORATION CERTIFICATES IN CAMEROON

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.

Company registration certificate in Cameroon

1. 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)

b. Business

1. Main Business
2. Date of Commencement
3. Number of wage earners
4. Information on the main Establishment or Branch

c. Address

1. Origin
2. Previous operator
3. Address of previous operator
4. Loan creditor
5. Secondary branch (Besides the one floated)

d. Names

1. Date and place of birth
2. Address
3. Information relating to managers (directors)

e. Names

1. Date and place of birth
2. Address
3. Duty
4. Name of Agent etc.

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.

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.