The Articles of Association of a private limited company in Cameroon is the governing instrument by which the company will operate in Cameroon.
There are several aspects of this document which not only have to be mentioned but must be accurate and legal before a notary can accept to notarize the document.
What information must the Articles of Association of a private limited company have before it can be eligible for notarization?
- Registration Number Space: This is to permit the tax registration bureau of Cameroon to allocate a reference number for the company.
- Name of company: The company name should be in accordance with the requirements of legality. It should not be offensive and misleading in nature. It should not be a name already owned by another company in Cameroon.
- Type of company: The company type must be mentioned to be a Private Limited Company.
- Address of company: The company location address must be mentioned in the Articles of the company.
- Objectives of company: The objectives of the company must be clearly stated to permit the notary ensure the objectives are not illegal and misleading in nature.
- Company duration/lifespan: The lifespan of the company must be clearly stated in the Articles of the company.
- Company capital: The startup share capital of the company must be clearly mentioned in the Articles of Association of the company.
- Contribution to company capital and Identity of contributor/shareholder: The Identity of the contributor(s) has to be clearly written in conformity with their passport of identity card alongside the details of the parent company if the company to be registered is a subsidiary or branch company.
- Types of contribution: The types of contributions be it in cash, services or kind has to be clearly stated in the Articles of association of the company.
- Classes of shares: The classes and types of shares that the company shall issue has to be stated in the company articles. The shares are mostly ordinary shares and preference shares.
- Profit and Loss sharing: The beneficiaries to the company profits and the liability for company losses has to be established in the Articles of Association of the company.
- Company liability: The extent of liability of members of the company shall be clearly set out in the Articles of the company.
- Method of management: The method of management of the company is a fundamental provision to be set out in the Articles of a private limited company in Cameroon.
- Appointment of company manager: The company manager must be appointed in the Articles of the company. This will be the first manager and the term of office shall be clearly set out in the same company Articles.
- Duties, remuneration and removal of company manager: This provision is mandatory to be stated in the company Articles of association.
- Meetings: Provision on the meetings, be it statutory, ordinary general and extraordinary meeting has to be stated in the company Articles of association.
- Dividends: The provision of the determination and sharing of dividends of the company has to be stated in the Articles of the company.
- Company accounts: The provision on the management and opening of the company account has to be clearly established in the Articles of the company.
- Annual returns: The provision as regards the annual returns must be must be clearly stated in the Articles of the company.
- Pre-incorporation contracts: This is a necessary provision aimed at ratifying all contracts engaged by the company promoter(s) or founder(s) in furtherance to register the company in Cameroon. Such a provision has to clearly established in the company Articles.
- Company seal: The company seal is the instrument used to execute documents of the company. This execution is based on authorization of company management. This is a mandatory provision to be established in the company articles.
- Company winding up: This aspect of company life must be incorporated in the Articles of association of a company to be registered in Cameroon.
It is based on the establishment of all the above provision and the signatures of the shareholders that the competent notary can then notarize the said company articles to be used in the registration process of a private limited company in Cameroon.
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