7 KEY STEPS TO REGISTER A COMPANY IN CAMEROON

Company registration process in Cameroon

Persons desirous to register a company in Cameroon have always asked the following questions; How to register a company in Cameroon? What is the procedure to register a company in Cameroon? What are the steps to register a company in Cameroon? How to register a business in Cameroon? What is the process of registering a company in Cameroon at the company registration office in Cameroon? These various questions will be answered in 7 key steps to register a company in Cameroon. Before we examine the 7 key steps to register a company in Cameroon, the are some key questions a promoter or founder desirous to engage the procedure to register a company in Cameroon usually ask for guidance and clarity. These questions are as follows;

1. Can any person register a company in Cameroon?

No. persons desirous of registering a company in Cameroon must have the capacity to do so. The capacity required by law is as follows;

• Be aged 18 years and above
• Must have a valid identification document like a passport
• Must have a good criminal record
• Must not have been declared bankrupt

2. What is the share capital to register a company in Cameroon?

One out of the 7 key steps to register a company in Cameroon is to determine the company share capital. This enables the corporate attorney and company registration office in Cameroon to determine the category of company to be registered in Cameroon. In this regard the minimum share capital for a private limited company is 1,000,000Fcfa and for a public limited company is 10,000,000fcfa.

3. Can a foreign national own a company in Cameroon?

Yes, a foreign national can engage the company registration process of Cameroon as a founder and owner of 100% shares of the company.

4. Can a foreign company register a company in Cameroon?

Yes, the Cameroon company will be a subsidiary or branch company

5. What is the lifespan of a company registered in Cameroon?

99 years, renewable

6. Is the share capital same like the fee to register a company in Cameroon?

No

7. Can a shareholder be a manager of the same registered company in Cameroon?

Yes

8. How can I choose the name of my company to be registered in Cameroon?

Any name chosen by the company promoter/founder must pass the test of;

• Must not be offensive in nature
• Must not be misleading to the public
• Must not be against public policy
• Must not be subject to copyright, trademark and patent litigation

It is therefore necessary for a corporate attorney to assist the promoter in choosing the name of the company prior to the company registration process in Cameroon being engaged.

9. Can a foreign national with no address in Cameroon register a company in Cameroon?

One out of the 7 key steps to register a company in Cameroon at the company registration office in Cameroon is to provide a head office address of the company.

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 or business 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.

10. Do I need a special license to register a company in Cameroon?

No, for a company involved in general business activities like general commerce, supply services, import and export business.

Yes, for specialist companies like health companies such as a pharmacy company which require shareholders to have a license in pharmacy.

11. What is the timeline to register a company in Cameroon at the company registration office in Cameroon?

7 working days – 14 working days

12. How long does it take to have a bank account opened for a company registered in Cameroon?

1-2 working days

13. What are the advantages of registering a company in Cameroon?

The company registration process in Cameroon offers a wide range of advantages when executed with due compliance to the OHADA Law, the Tax Law and other regulatory provisions. Some of such benefits include;

• Legal protection
• Contract Opportunities
• Tax Incentives
• Government Support programs
• Brand ownership protection

14. What laws regulate the company registration process in Cameroon?

The laws regulating the registration of a company in Cameroon are as follows;

• OHADA Business Law: This law regulates the formation, operation, liquidation and dissolution of companies in Cameroon.
  
  
• Tax and Finance Law: This law regulates Value Added Tax, Corporate Income Tax, Tax on shares etc. which are fundamental to the administrative compliance of a company in Cameroon.

• Labour and Employment Law: This law regulates the regime of employment for company personnel in Cameroon.

• Social Insurance Law: This law regulates the management of worker pension as well as ensure that employees are provided with assistance in cases of Industrial Accidents and Occupational Disease.

• Environmental Protection Laws: This law ensures that companies registered in Cameroon adhere to environmentally friendly activities and standards in Cameroon.

15. What offices are in charge for the company registration process in Cameroon?

The Offices in which the company registration process and the company registration cost are paid 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

LEGAL REGIME OF UNDERTAKINGS ON BEHALF OF A COMPANY TO BE REGISTERED IN CAMEROON (PRE-INCORPORATION CONTRACTS)

Between the date of the formation of the 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 Company Formation in Cameroon

a. 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 decide 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.

b. 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 registration in Cameroon

a. 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.

b. 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 KEY STEPS TO REGISTER A COMPANY IN CAMEROON

The company registration process in Cameroon is illustrated in 7 key steps. These steps will be analyzed below;

Step 1: Determine the Business Category

The first of the 7 steps in registering a company in Cameroon is to determine which category of company best suites the business venture. In this regard, we have the following business structure: Sole Proprietorship, Partnership, Private Limited Company (SARL) or a Public Limited Company (SA). Each of these structures has its modus of operation as well as it advantages and disadvantages.

Step 2: Reserve a Company Name

The need to choose a unique name for your company becomes imperative once the business structure has been chosen. A search has to be conducted at the Trade and Personal Property Credit Registry to ensure the name has not been issued to another corporate entity and which can lead to copyright, trademark and patent litigation.

Step 3: Appoint Company Personnel/staff

After reserving the company name, the company pre-incorporation staff like the shareholders and manager or Director has to be selected alongside their responsibilities as will be established in the incorporation documents of the company. The shareholding ratio of the shareholders has to also be established.

Step 4: Prepare incorporation documents and Share Capital

Upon the provision of the company name, structure and staff, the incorporation documents need to be prepared or established. The documents and information required will depend on the type of business structure chosen by the promoter. However, the corporate attorney will need to prepare the company articles of association, the proof of deposit of share capital, the notarized declaration of subscription and payment, the notarized declaration of conformity and regularity with the OHADA Law, and identification documents of the company founder(s) and management.

Step 5: Company Registration with the Trade and Personal Property Credit Registry (RCCM)

One of the most fundamental of the 7 key steps to register a company in Cameroon is the registration of the company in the RCCM. This is done through submitting the company documents at the court and the company registration office in Cameroon. The RCCM office is the one in which the headquarters of the company is situated. A registration certificate will be issued as proof of successful registration of the company in Cameroon.

The documents to be submitted by the company personnel and the notary are different. They will be illustrated below as follows;

a. Documents to be provided by company personnel (Shareholder(s), Manager(s), Director(s) and Auditor(s))

• Shareholder(s): Passport or Iidentity Card copy where the shareholder is a physical person.

Where the shareholder is a corporate person, the company resolution authorizing the entity to own shares in the new company alongside its incorporation documents must be provided. The company resolution will authorize a physical person to represent the company as shareholder in the new company in Cameroon. The procedure to register a company in Cameroon cannot be accomplished without the mentioned documents.

• Manager(s)/Director(s): One of the key requirements to be respected as regards the key steps to register a company in Cameroon is for the manager/director to provide a copy of their Identity Card or Passport, residence and work permit if an expatriate, a non-crime certificate and particular qualifying license if a specialist-oriented company is to be registered.

• Auditor(s): The procedure to register a public limited company in Cameroon must take into consideration the qualifying documents and information of the principal and alternate auditors.

b. Documents provided by the Notary

In view to fulfil the steps to register a company in Cameroon, the Notary must establish the following documents;

• 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

Step 6: Tax Registration

As an important aspect of the legal operation of the company, the tax registration is very important. The tax office of the place of location of the head office of the company is the competent tax office. The tax office is responsible for the issuance of the tax identification number and the certificate of non-indebtedness.

Step 7: National Social Insurance Fund Registration (Social Security)

This registration is a necessary step to ensure the insurance for companies and their staff. This registration ensures that employees are covered by Cameroon’s social security system. It also covers aspects for employees like occupational diseases and industrial accidents.

COST TO REGISTER A COMPANY IN CAMEROON

The cost of registering a company in Cameroon vary according to the type of company structure, the share capital involved, the commercial lease contract, the Country of origin for company shareholding personnel, the licensing requirement etc.

The fee structure for the registration of a company in Cameroon is as follows;

1. Notary Fees
   
   
2. Legal Drafting Fees
   
   

3. Procedural Fees

• Tax Office

1. Tax Payers Registration Attestation
2. Certificate of Non-Indebtedness

• Company Registration Office
  
• Court of First Instance

4. Publication Fees

Cost of Registering a Company in Cameroon

The approximate cost to register a company in Cameroon 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: 100,000XAFPublication: 50,000XAF

ADDITIONAL LICENSES AND PERMITS

After the accomplishment of the 7 key steps to register a company in Cameroon, there may be need depending on the nature of the business venture of the registered company, additional licenses and permits may be required. This is the case with the telecommunication industry, the transport industry, the health industry, the finance industry etc.

CONTINUOUS COMPLIANCE OBLIGATIONS

After the successful company registration process in Cameroon, it is important that the company comply with ongoing regulatory obligations. This includes the continuous tax filings, filing of annual financial statements, social security obligations, good corporate governance and human resource practices etc.

MERITS OF COMPANY REGISTRATION IN CAMEROON

A company has peculiar merits as against other business structures like a sole proprietorship, a partnership, and economic interest group etc. these merits are as follows;

• Legal protection: A company being a separate legal entity benefits from its own legal personality distinct from that of its owners. Hence the liability of company executives does not necessary engage the company.
• Contract Opportunities: The tender for public contracts in Cameroon is one of the avenues through which we can see the merits of a registered company in Cameroon. This is because banks are always ready to finance registered companies as opposed to other types of business structures.
• Tax Incentives: Registered companies in the agricultural sector for example are open to benefit from some tax incentives in Cameroon.
• Government Support programs: Companies which are registered in Cameroon can benefit from government support programs. This is the case of companies registered in the conflict regions of Cameroon to wit; The South West Region, The North West Region and the Far North Region.
• Brand ownership protection: Registration of a company in Cameroon has the advantage of providing the legal cover for the company trade name and brand against the actions of third parties intrusion. Hence the OAPI mechanism is aimed at protecting company brands and products.

MISTAKES COMMITTED IN THE COMPANY REGISTRATION PROCESS IN CAMEROON AND HOW TO FIX THEM

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

A. Grammatical Mistakes

1. Mistakes in the name of persons mentioned as Founders, Promoters, shareholders and managers or directors.
2. Mistakes in the date of birth of the Founders, shareholder(s) and manager(s)
3. Mistakes in the share holding ratio
4. Mistakes in the spelling of the name of the new company

B. Procedural Mistakes

1. Mistakes in the registration of a company under a different type of company
2. Mistakes in the registration of a company under a different tax regime

When mistakes are noticed in the registration process of a company in Cameroon, the following actions can be taken;

1. Grammatical mistakes in the company Articles can be rectified through the amendment of the company Articles by the Notary.
   
2. Mistakes concerning a mistaken company regime will be rectified in the system of the registrar of companies.

Mistakes in the Tax Registration document will be rectified in the tax system of the center under which the company is incorporated.

PROOF THAT A REGISTERED COMPANY IN CAMEROON CAN GO OPERATIONAL

The following documents are proof that a registered 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

MANDATORY INFORMATION ON THE COMPANY REGISTRATION CERTIFICATES IN CAMEROON

The certificates issued after the company registration process in Cameroon is completed shall have the following mandatory information;

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.