STEPS TO REGISTER A STARTUP COMPANY IN CAMEROON – 7 PROCEDURAL STEPS

REGISTERING A STARTUP COMPANY IN CAMEROON

What is a startup company in Cameroon? A startup is a new company in its early stages of operation founded by new entrepreneurs. A startup company in Cameroon can be registered as a private limited company, a public limited company or a private company. In registering a startup company in Cameroon, the promoters have to provide a minimum 1,000,000 FCFA (ONE MILLION FRANCS CFA) if the startup company is a private limited company and 10,000,000 FCFA (TEN MILLION FRANCS CFA) if the startup company is a public limited company. The promoters desirous to engage the steps to register a startup company in Cameroon must know that the process will encompasses legal drafting, notarization, and payment of procedural fees. The cost of registering a startup company in Cameroon will depend on the type of startup company chosen by the promoters.

WHAT ARE THE FIVE MOTIVATIONAL REASONS TO REGISTER A STARTUP COMPANY IN CAMEROON?

The five motivational reasons to incorporate a startup company in Cameroon are as follows;

1. The Problem: The incorporation of a startup company in Cameroon always desire to identify an already existing problem which is short of solutions.
   
   
2. The Solution: The registration of a startup company in Cameroon always has as motivation to introduce a novelty solution to an existing problem.
   
   
3. The Product or Service: The startup company registration process in Cameroon always has on its agenda a novelty product or service aimed for the market.
   
   
4. The Market: Startup Companies always seek to occupy a void market share.
   
   
5. Business Model: The startup company registration process in Cameroon usually brings with it a new business model to the business environment of Cameroon.

HOW DOES A STARTUP COMPANY DIFFER FROM A REGULAR COMPANY IN CAMEROON?

A startup company as earlier defined is a new company in its early stages of operation. This is different from an already established company which has settled in the Cameroon market. The cardinal difference between a startup company and a regular company in Cameroon are as follows;

1. 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.
   
   
2. 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.
   
   
3. 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.
   
   
4. 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.

LEGAL REGIME OF UNDERTAKINGS BY STARTUP COMPANY FOUNDERS IN CAMEROON

Between the date of the formation of the start-up company in Cameroon and its registration with the registry of commerce and securities, relations between members shall be governed by the articles of association and the general rules of the law governing agreements and obligations.

1. Undertakings before Startup Company Formation 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. Acts and undertakings on behalf of the company under formation shall be subject to a special resolution passed during the organization meeting pursuant to conditions provided for in the Uniform Act.
   
   
2. Undertakings without an organizing Meeting: For Startup companies formed without an organizing meeting, the statement of acts and undertakings shall be annexed to the articles of association.

2. Undertakings after Startup Company Formation but before company registration 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 under the conditions set forth in this uniform Act for each form of company, unless otherwise provided for in the articles of association.

WHAT IS THE LEGAL REGIME OF AN UNREGISTERED COMPANY IN CAMEROON?

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

7 PROCEDURAL STEPS TO REGISTER A STARTUP COMPANY IN CAMEROON

The 7 procedural steps to register a startup company in Cameroon is realised through three stages to wit;

• The Pre-Incorporation Stage
• The Registration Stage, and
• The Post-Registration Stage

STARTUP COMPANY PRE-INCORPORATION STAGE

STEP 1: SELECT A STARTUP COMPANY TYPE

The first step in the startup company registration process in Cameroon is to select the type of startup company. In accordance with the OHADA Law https://www.droit-afrique.com/uploads/OHADA-Uniform-Act-1997-commercial-companies.pdf the startup company is registered either as a Startup Private Limited Company, a Startup Public Limited Company in Cameroon and a Startup Private Company.

STEP 2: SELECT A NAME The startup company name selected must not be misleading to the public, immoral in nature, offensive in nature and contrary to public policy. The name must also not belong to an already existing company in Cameroon.

STEP 3: SELECT THE PERSONNEL

The personnel to be selected for a startup company registration process in Cameroon will depend on if the Startup Company is a Private Limited Company or a Public Limited Company. In this regard, the personnel selected will be as follows;

1. Public Limited Startup Company (Société Anonyme – SA)

• Shareholder(s),
• Directors(s), and
• Auditors

2. Limited Liability Startup Company (Société à Responsabilité Limitée – SARL)

• Shareholder(s), and
• Manager(s)

In addition, the personnel must have the following requirements;

• Must possess a valid passport or ID Card.
• Must be of age 18 years and above.
• Must not be bankrupt from their country of origin or Cameroon.
• Must provide an authorizing document from the parent company if a subsidiary company is to be registered in Cameroon.
• Must not suffer from insanity.
• Must possess a good criminal record which is evidenced through a non-crime certificate.

STEP 4: SELECT THE SHARE CAPITAL

The share capital to be chosen by the promoters of the Startup company registration process in Cameroon are as follows;

• Less than 1,000,000 XAF (Seing privé)
  
• Less than 10,000,000 XAF (Limited Liability Company /Société à Responsabilité Limitée – SARL)
  
• Above 10,000,000 XAF (Public Limited Company/ Société Anonyme – SA)

STEP 5: STARTUP COMPANY INCORPORATION STAGE

a. Information required to setup the Articles of Association

• Name:  Every startup company to be registered in Cameroon must not be offensive in nature, against public policy, or already pertaining to another company.
  
  
• Address: Every procedure to register a startup company in Cameroon must take into account the head office address in which the startup company will be located. This address is important for administrative and tax reasons.
  
  
• Share Capital: Every procedure to register a startup company in Cameroon must take into account the authorized share capital of the type of startup. As such, as illustrated above, one of the 7 steps to register a startup company in Cameroon is for the founders to decide on the share capital of the company. In this case, the Articles of Association must contain the share Capital of either below 1,000,000 XAF, below 10,000,000 XAF or above 10,000,000 XAF representing the share capital of a Private Limited Company and a Public Limited Company respectively.
  
  
• Duration: The Lifespan of a startup company is usually not more than 99 years of existence and must be mentioned in the Articles of Association.
  
  
• Objectives: Every procedure to register a startup company in Cameroon must take into account the business objectives of the startup. As one of the fundamental principles on how to register a startup company in Cameroon, the founder(s) can put in place the business objective of the startup company. These objectives will determine the line of activity for the startup and the tax measures. Some of such objectives include: Mining, General Commerce, Banking, Agriculture, Import and Export, transport etc. Its important to note that some objectives will require the procurement of a special licence prior to incorporation.
  
  
• Shareholding Ratio: Every interested person desirous to complete the procedure to register a startup company in Cameroon must ensure that the shareholding ratio is instituted in the Articles of Association. This ratio is determinant of the shares allocated to each shareholder which equally manifests their dividends and responsibility in company profits and losses respectively. Hence, as one of the fundamental principles on how to register a startup company in Cameroon, the founder can allocate shares based on a percentage such as 60%, 40%, 30% etc. the percentage of the share allotted to a shareholder must also be reflected in money value.
  
  
• Information of shareholders: The procedure to incorporate a startup company in Cameroon must have the detailed information of the shareholder(s) as regards the name, occupation, ID Card or Passport information, address etc. As one of the 7 key steps to register a company in Cameroon, the shareholders must be properly identified in the Articles of Association of the Company.
  
  
• Information of Manager/Director/Auditor: The process to register a company in Cameroon entails the information as regards the identity of the manager, director and auditor. This information is gotten from their personal identification documents alongside their qualifying certificate.

• Management Clause: This clause usually entails the role, remuneration, suspension and dismissal of the manager or director. The question on the key steps to register a startup company in Cameroon must take into consideration the management clause in the Articles of Association.
  
  
• Contribution: The procedure to register a company in Cameroon must take into account the contribution of the founders/shareholders. As a principle of how to register a company in Cameroon, the founder must state in the articles of association of the company the nature of contribution. Contributions as per the OHADA Law are either in cash or otherwise.

b. Documents to be submitted by the Shareholders, Founders, Promoters, Directors, Managers and Auditors

• Shareholders/Founders/Promoters: Where they are physical persons, a Passport or ID Card copy is required. Where they are a corporate person, the company resolution authorizing the entity to own shares in the new startup company alongside its incorporation documents is required. The company resolution will further authorize a physical person to represent the company as shareholder in the new startup company.
  
• Manager(s)/Director(s): Acopy of their Identity Card or Passport, residence and work permit if an expatriate, non-crime certificate and a qualifying license if a specialist-oriented startup company is to be provided.

• Auditor(s): The process to incorporate a startup public limited company in Cameroon must take into consideration the qualifying documents and information of auditors.

c. Documents to be established by the Notary

The Notary must establish the following documents in view to engage the steps to register a startup company in Cameroon.

• 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
• Localization sketch of business premises.

A lease contract duly registered at the tax office. www.impots.cm

REGISTRATION OF A STARTUP COMPANY IN CAMEROON (INCORPORATION STAGE & OFFICES IN CHARGE OF COMPANY REGISTRATION IN CAMEROON)

d. Offices in charge of the Startup company registration process in Cameroon are as follows;

• Centre for Business Creation Formalities (CFCE): To obtain an Attestation of Business Creation.
  
  
• Court of First Instance: To obtain a certificate of Incorporation (M.O Form)
  
  
• Tax Office: To obtain a Tax payers card (NIU) and stamped Articles of Association. www.impots.cm

e. Documents delivered as proof of incorporation of a startup company in Cameroon

The following documents when provided by the Attorney indicates that the procedure to register a startup company in Cameroon has become complete;

• Certificate of Incorporation
• Certificate of business registration
• Memorandum/Articles of association duly stamped
• Notarized statement of subscription of Shares
• Tax Payer’s Card or Attestation of Tax Payers Registration
• Duly signed notarized sketch

N/B: The above document proof that the startup company has only been registered but cannot operate.

POST STARTUP COMPANY INCORPORATION STAGE

STEP 6: REGISTRATION FOR TAX DECLARATIONS

The registration of the startup company for tax declaration is fundamental for the company to begin operations in Cameroon. www.impots.cm

The directorate of taxes in Cameroon issues to the startup company a document called a Certificate of Non-Indebtedness (Certificat de non redevance) which enables the company to open a bank account in Cameroon.  

Tax declarations are done every 15^th of the next month.

The documents issued by the tax office in Cameroon are as follows;

• Attestation of tax payer’s Registration
• Attestation of Localization
• Certificate of Non-Indebtedness

STEP 7: REGISTRATION AT THE NATIONAL SOCIAL INSURANCE FUND BUREAU (CNPS)

The protection of workers through an insurance policy is one of the steps which guarantees the completion in the incorporation of a startup company in Cameroon. https://www.cnps.cm/index.php/en/cnps/missions

PROOF THAT THE REGISTERED STARTUP COMPANY CAN START OPERATIONS IN CAMEROON

The following documents are proof that a registered startup company in Cameroon can go operational;

1. A certificate of Incorporation (MO Form)
2. A Tax Payer’s Registration Number ( www.impots.cm )
3. A business License
4. A notarized lease agreement
5. A localization plan
6. A Certificate of non-indebtedness ( www.impots.cm )
7. An attestation of Bank account creation
8. A physical office location
9. A matriculation number from the National Social Insurance Fund for the newly registered company in Cameroonhttps://www.cnps.cm/index.php/en/cnps/missions
10. A matriculation number per staff/worker from the National Social Insurance Fund etc. https://www.cnps.cm/index.php/en/cnps/missions

COMPONENTS OF COMPANY REGISTRATION CERTIFICATES IN CAMEROON

The certificates issued as proof of incorporation of a startup company in Cameroon must contain certain mandatory information, absence of which the certificate will be a fraudulent document. This information is as follows;

1. Certificate of Incorporation (MO Form)

The certificate of incorporation is composed of the following mandatory information below;

• 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.

2. Company registration certificate in Cameroon

The registration certificate of the startup company in Cameroon shall be composed of the following mandatory information below;

a. 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

• Main business
• Date of commencement
• Number of wage earners
• Information on the main establishment or branch

c. Address

• Origin
• Previous operator
• Address of previous operator
• Loan creditor
• Secondary branch (Besides the one floated)
• Information on Partners Jointly and Severally Liable

d. Names

• Date and place of birth
• Address
• Information relating to managers (directors)

e. Names

• Date and place of birth
• Address
• Duty
• Name of Agent etc.

3. Attestation of taxpayers’ registration of a startup company in Cameroon

The attestation of taxpayer’s registration for a startup company in Cameroon is composed of the following mandatory information;

• 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.

4. 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.

You can consult our firm in view to engage the practical professional exercise to register your company in Cameroon.