Registering a Business in Cameroon
A complete guide to registering a business in Cameroon can properly be understood through eight (8) essential steps. The OHADA Uniform Act defines a business in Cameroon as an assemblage of tangible and intangible movable properties that enable commercial operators to build and maintain their customer base. Registration procedures vary based on two categories: personally-owned businesses and businesses structured as separate legal entities.
3 RECOGNISED BUSINESS STRUCTURES IN CAMEROON
- Sole Proprietorship/Establishment – Single – Person Business Form
An establishment or sole proprietorship represents a single-owner business entity in Cameroon. This structure does not differentiate between the proprietor’s personal assets and business assets; they are treated as one unified pool. Therefore, business liabilities can be satisfied using the owner’s personal property.
- Partnership – Plural Person Business Form
Under OHADA’s Commercial Companies and Economic Interest Groups legislation, three partnership structures are recognized in Cameroon: General Partnerships, Limited Liability Partnerships, and Sleeping Partnerships.
In a general partnership, all partners in Cameroon hold merchant status and bear unlimited joint and several liability for the business’s obligations.
The limited liability partnership is a Cameroonian business structure featuring both general partners, who bear unlimited joint and several liability for company obligations, and limited partners, whose liability extends only to their contributed capital. Partnership capital is allocated through partnership interests.
The sleeping partnership is a Cameroonian business entity with share-based capital, featuring active partners who bear unlimited joint and several liability for corporate obligations, alongside sleeping partners whose liability is restricted to their share contributions.
- Company
In Cameroon, a private company—also referred to as a company by private treaty—is characterized by share capital capped at 999,999 FCFA and is established through private agreement.
The Limited Liability Company (SARL) in Cameroon requires share capital of 1,000,000 FCFA and must be incorporated through notarial deed.
Public Limited Companies require minimum share capital of 10,000,000 FCFA and likewise require notarial incorporation.
The Cameroon branch (succursale) may conduct business across all sectors, subject to operational parameters established by its parent entity. A minimum of one resident director, regardless of nationality, must be appointed to supervise the branch’s activities in Cameroon.
The Cameroon representative office (bureau de liaison) may be wholly foreign-owned; however, it lacks legal entity status and is prohibited from engaging in direct commercial transactions. Permissible activities are restricted to market research and promotion of the parent company’s operations.
LEGAL FRAMEWORK FOR BUSINESS REGISTRATION IN CAMEROON
- OHADA Business Law: Provides regulatory oversight for company establishment, operations, liquidation, and dissolution.
- Decree No. 2017/0877/PM (February 28, 2017): Provides regulatory framework for companies established by private treaty (Société sur seing privé) in Cameroon.
- Tax and Finance Law: Establishes regulations for Value Added Tax, Corporate Income Tax, and taxation of shares, which are essential for administrative compliance.
- Labour and Employment Law: Governs employment relationships and workplace regulations for corporate employees.
- Social Insurance Law: Administers pension schemes for workers and provides coverage for work-related accidents and occupational diseases.
- Environmental Protection Laws: Mandate corporate adherence to environmentally sustainable practices and compliance with established environmental standards.
OFFICES RESPONSIBLE FOR REGISTERING A BUSINESS IN CAMEROON
- Centre for Business Creation Formalities (CFCE): Issues the Attestation of Business Creation
- Court of First Instance: Issues the Certificate of Incorporation (M.O Form)
- Tax Office: Issues the Taxpayer’s Card (NIU) and stamps the Articles of Association
- Commercial Registry:
- Registration: All commercial entities must register within 30 days of incorporation.
- Updates: Changes in ownership, capital, or address must be reported.
- Annual Filings: Businesses submit financial statements and renewals.
- Public Access: RCCM records are accessible, promoting transparency.
PREREQUISITES FOR REGISTERING A BUSINESS IN CAMEROON
The legal prerequisites for registering a business in Cameroon fall into three categories: person requirements, document requirements, and finance requirements.
PERSONNEL REQUIREMENT
Sole Proprietorship/Establishment/Enterprise – This business registration category in Cameroon is designed for sole proprietors and does not require any additional personnel for registration.
Partnership – This business category in Cameroon involves two or more owners collectively referred to as partners, who may assume roles as active, limited, or sleeping partners.
Company – This corporate structure in Cameroon has the following personnel requirements for registration:
Private Limited Company: This business structure in Cameroon requires shareholders and managers for registration.
Public Limited Company: This business structure in Cameroon requires shareholders, directors, and auditors for registration.
a. DOCUMENT REQUIREMENT
- Sole Proprietorship/Establishment/Enterprise Business
Registration of a sole proprietorship/establishment in Cameroon requires submission of the following documentation to CFCE offices:
- National Identity Card photocopy of the proprietor
- For foreign nationals: residence permit or passport copy
- Marriage certificate (where applicable)
- Criminal record extract for individuals born within the city, or a 75-day sworn statement obtained from CFCE for those born elsewhere
- Business location plan
- Trade and Personal Property Credit Register (RCCM) fees
- Partnership Business
Identity Documentation:
- Photocopy of national identity card or birth certificate (for nationals)
- Photocopy of passport or residence permit (for foreigners)
- Photocopy of marriage certificate (where applicable)
Declarations:
- Sworn statement (integrated into the application form) signed by applicant, certifying no commercial prohibitions apply; to be supplemented within seventy-five (75) days with criminal record certificate no. 3 or equivalent document
- Sworn statement (integrated into the application form) confirming applicant’s residence
Business-Specific Documents:
- Copy of acquisition deed or lease-management agreement (for business acquisition or lease-management scenarios)
- Prior authorization for business operations (if applicable)
Additional Requirements:
- Passport-size photograph (4×4 cm)
Location plan bearing applicant’s signature
- For a Company
A. Documents from Shareholders
- Physical Person
The following documents are required:
- Identity card or passport copy
- Residence and work permit (for expatriates)
- Criminal record certificate
- Professional qualification licenses (for specialist-oriented companies)
2. Moral Person
For corporate shareholders, a company resolution authorizing share ownership in the new entity must be submitted alongside incorporation documents. This resolution must also appoint an individual representative to act on behalf of the corporate shareholder in the new Cameroon company.
B. Documents from Notary
- 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
C. PERSON REQUIREMENT
- 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
ESSENTIAL CHARACTERISTICS OF CAMEROON’S BUSINESS REGISTRATION CATEGORIES
- Ownership
- Sole proprietorship/Enterprise – one man business ownership.
- Partnership – Owned by partners.
- Company – owned by shareholder(s) which could be a single shareholder or multiple shareholders.
2. Control
- Sole proprietorship/Enterprise – Controlled by the single owner.
- Partnership – Controlled by Partners. Usually active partners.
- Company – Controlled by manager(s) or director(s) depending on if the company is a private limited liability company or a public limited liability company.
3. Liability
- Sole proprietorship/Enterprise – liability is borne by the sole owner and extends beyond the business to involve the personal liability of the owner.
- Partnership – liability borne by the partners and can vary based on the type of partner.
- Company – liability is limited to shares owned in the company.
4. Duration
- Sole proprietorship/Enterprise – Duration usually depends on the lifespan of the owner. It is subject to succession as it is a one-man business with total liability on the owner.
- Partnership – Duration of a partnership business subsists on the surviving partners.
- Company – Duration of a company in Cameroon does not exceed 99 years renewable.
5. Capital
- Sole proprietorship – No statutory capital requirement.
- Partnership – No statutory capital requirement.
- Company – 999,999 Fcfa for company by private treaty, 1,000,000 for Private Limited Company and 10,000,000 for Public Limited Company.
6. Pre-Registration Contracts
- Sole proprietorship – Registration is not subject to any contract.
- Partnership – Registration is guided by the partnership contract.
- Company – Pre-incorporation contracts can be incorporated into the Articles of Association of the Company.
BUSINESS REGISTRATION IN CAMEROON
Procedure to register a business in Cameroon
- General Procedural Steps for Registration of all Business Forms in Cameroon
- Business Name Search: The business name search and selection process in Cameroon demands careful deliberation to ensure the name is not misleading, unlawful, or duplicative of another registered business.
- Selection of Business Type: Multiple business registration options are available in Cameroon. Prospective clients are advised to engage with a corporate attorney to determine the most suitable structure for their objectives.
- Business Capital: In Cameroon, minimum capital requirements are mandatory for certain business structures but not for others. The applicable capital requirement is determined by the business form chosen to meet the prospective client’s objectives.
- Business Objective: The business objectives must be legal and not immoral in nature.
- Business Location: The business must have a recognized location in Cameroon.
2. Steps to Register a Business in Cameroon
- Business Registration before the Court in Cameroon: The Court of First Instance serves as the registration bureau through which the Business Registrar issues certificates of incorporation. Required documentation includes notarized Articles of Association and personal information and documents for founders, managers, partners, and shareholders.
- Business Registration before the Notary in Cameroon: The notary office prepares and issues several essential notarized documents: Articles of Association, certificate of regularity and conformity, certificate of appointment for the company manager, and the shareholders’ list. Personal documents and information for founders, shareholders, and auditors must be provided.
- Business Registration before the Tax Office in Cameroon: The tax office is responsible for issuing tax identification documents for the company and certificates of conformity for partners, shareholders, managers, and directors. Tax identification requires submission of the founder’s email address, contact number, and physical address. Certificates of conformity require the company’s lease agreement and stamped Articles of Association.
- Business Registration before the National Social Insurance Fund in Cameroon: The social insurance office provides insurance numbers for the company as employer and for all employees, facilitating access to social insurance contributions and benefits.
- Business Registration subject to Prior Licensing in Cameroon: This category covers businesses offering specialist services, including health services. Owners must hold valid professional qualification licenses prior to business registration in Cameroon.
- Business Registration subject to posterior Licensing in Cameroon: Certain businesses in Cameroon require additional operating licenses post-registration. Import and export businesses, for instance, must obtain their respective trade licenses after completing business registration and before beginning operations.
- Business Registration before the Business Creation Centre of Cameroon: This bureau issues the attestation of business creation, serving as official confirmation of successful business registration in Cameroon. Required documents include: stamped company Articles of Association, taxpayer registration document, business lease agreement, and personal information and documentation for all partners.
- Business Registration in the Trade and Personal Property Credit Register: This bureau performs several key functions including registering commercial entities within 30 days of incorporation, updating changes in ownership structure, capital, or registered address, managing annual financial statement filings and renewals, and maintaining public access to records for transparency purposes.
BUSINESS REGISTRATION IN CAMEROON: AN 8-STEP GUIDE
Step 1: Select a Suitable Business Structure
Business registration in Cameroon begins with selecting an appropriate legal entity. The most commonly used business structures are:
| Business Structure | Description |
| Sole Proprietorship (Entreprise Individuelle | Ideal for small businesses with a single owner |
| Partnership (Société en Nom Collectif) | A business jointly managed by two or more individuals |
| Company by Private Treaty (Societe Unipersonnelle sur Seing Prive) | Single-member company by private agreement with sharecapital not exceeding 999,999 Fcfa |
| Private Limited Company (SARL) | Accommodates one to fifty shareholders, provides limited liability status, and maintains a capital ceiling of 10,000,000 |
| Public Limited Company (SA) | Suited to larger business operations, with a requirement of at least one director and minimum capital of 10,000,000 |
Step 2: Conduct Name Availability and Compliance Check
Verify that your proposed business name is distinctive and available for use. This process includes:
- Identify a name that accurately reflects your business identity
- Verify name availability through the CFCE or regional business centers
- Submit the required reservation fee
Step 3: Draft and Notarize Statutes and Deeds
This requirement pertains exclusively to Cameroon’s corporate structures: Private Companies, Limited Liability Companies, and Public Companies.
Company Statutes Information Required
- Information on shareholders, capital investment, business purpose, registered office, and term of existence
Required documentation includes:
- Identification documents (ID cards or passports) for all shareholders
- Notarized articles of association
- Business address verification
- Tax identification details (if applicable)
Step 4: Deposit Share Capital
Subsequently, deposit the mandated share capital with a commercial bank in Cameroon. Upon deposit, you’ll obtain a bank attestation or certificate of deposit to present to the registrar.
Step 5: Register with the CFCE or GUCE
To simplify the business registration process, Cameroon operates centralized service centers known as CFCE (Centre de Formalités de Création d’Entreprises) or GUCE (Guichet Unique), where entrepreneurs can complete all required procedures in one location. At this bureau, present the following:
- Present your notarized articles of association
- Submit bank attestation for capital deposit
- Provide identification document copies (ID cards/passports)
- Settle registration and stamp duty obligations
- Complete tax registration procedures
- Acquire your Certificate of Incorporation (RCCM)
Step 6: Obtain Taxpayer Identification Number (TIN)
Acquiring a Numéro d’Identification Fiscale (NIF)—Taxpayer Identification Number—is compulsory for all businesses. It’s necessary for tax compliance, issuing invoices, and establishing business banking relationships.
Documentation requirements:
- Copy of Certificate of Incorporation
- Shareholder identification documents
- Business premises address verification
- Lease contract (if applicable)
The NIF may be acquired either from the regional Tax Centre (Centre des Impôts) or at the CFCE as part of your business registration.
Step 7: Register for Your Business License (Patente)
Before commencing any commercial operations, you must obtain a patente (business license) from the Tax Authority. This license serves as legal authorization for your business to operate. Fees are determined by:
- Business activity type
- Annual revenue
- Municipality of operation
Non-compliance can result in financial penalties or mandatory closure of operations.
Step 8: Complete your CNPS registration (Social Security)
Registration with the Caisse Nationale de Prévoyance Sociale (CNPS) is mandatory for employers. This ensures compliance with pension and social protection contribution requirements for staff.
Required documents:
- Certificate of Incorporation (RCCM)
- Tax Identification Number
- Employee roster (if applicable)
- Business address
DOCUMENTS AS PROOF OF SUCCESSFUL REGISTRATION OF A BUSINESS IN CAMEROON
The following documents are proof that a business is registered in Cameroon and can go operational:
- A certificate of Incorporation (MO Form)
- A Tax Payer’s Registration Number ( www.impots.cm )
- A business License
- A notarized lease agreement
- A localization plan
- A Certificate of non-indebtedness ( www.impots.cm )
- 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 Cameroonhttps://www.cnps.cm/index.php/en/cnps/missions
- A matriculation number per staff/worker from the National Social Insurance Fund etc. https://www.cnps.cm/index.php/en/cnps/missions
IMPORTANCE OF BUSINESS REGISTRATION IN CAMEROON
The importance to register a business in Cameroon is based on the following:
- Legal Recognition: Establishes your business as a legitimate entity.
- Access to Finance: Banks and investors require RCCM registration.
- Contractual Authority: Enables enforceable business agreements.
- Market Credibility: Builds trust with partners and clients.
Add comment