HOW TO REGISTER A SUBSIDIARY COMPANY IN CAMEROON – 3 APPROVED PROCEDURES

REGISTERING A SUBSIDIARY COMPANY IN CAMEROON

Let us answer the question: How to register a subsidiary company in Cameroon? The subsidiary company registration process in Cameroon requires that promoters decide the type of subsidiary company to register be it a private or public limited subsidiary company as well as also have an understanding of the principle of corporate legal personality or entity. In registering a subsidiary company in Cameroon, shareholders or promoters are required to provide a minimum of 1,000,000 (One Million) FCFA share capital for a private limited subsidiary company and 10,000,000 (Ten Million) FCFA share capital for a public limited subsidiary company.

Now let us answer the question: What are shares in a subsidiary company? Shares are the unit of holding or right of ownership by an investor in a company. The subsidiary company registration process in Cameroon can be initiated or engaged by anyone who is above 18 years of age and is not affected by being bankrupt, insane or convicted of a crime, and also by another company through company resolutions. The requirements on how to register a subsidiary company in Cameroon are quite different and more complex than other business models or structures such as a partnership or an enterprise.

COMPONENTS OF A SUBSIDIARY COMPANY IN CAMEROON

Here’s a more detailed look at the key elements:

• Parent Company Control:

The parent company exerts control over the subsidiary, typically through ownership of a majority of voting shares, allowing them to influence decisions regarding strategy, operations, and management. 

• Separate Legal Entity:

Subsidiaries are legally independent, meaning they have their own legal identity, can sue or be sued, and are subject to their own jurisdiction. 

• Financial Independence:

While financial statements are often consolidated with the parent company for reporting purposes, the subsidiary maintains its own financial books and is responsible for its own tax obligations. 

• Governance and Influence:

The parent company can appoint board members or influence key executive decisions, ensuring that the subsidiary’s operations align with their overall strategic goals. 

• Ownership Stake:

The parent company’s ownership stake determines the level of control it has over the subsidiary. If they own 100% of the subsidiary, it’s considered a wholly-owned subsidiary. 

• Operational Autonomy:

While the subsidiary is influenced by the parent company, it generally operates independently with its own structure, constitution, and management team. 

Types of Subsidiary Companies

• Wholly Owned: The parent company owns 100% of the stock.
• Majority-Owned: The parent company owns more than 50%.
• Sister Companies: Two or more subsidiaries controlled by the same parent company

WHAT IS THE IMPLICATION OF UNDERTAKINGS ON BEHALF OF A SUBSIDIARY COMPANY TO BE REGISTERED IN CAMEROON?

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

1. Undertakings before Subsidiary Company Formation in Cameroon

a. Undertakings with an Organizing Meeting: Acts and undertakings are described in a document entitled “statement of acts and undertakings on behalf of the subsidiary 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. Such acts and undertakings on behalf of the subsidiary company under formation shall be subject to a special resolution.

b. Undertakings without an organizing Meeting: For Subsidiary companies formed without an organizing meeting, the statement of acts and undertakings shall be annexed to the articles of association.

2. Undertakings after Subsidiary Company Formation but before 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 subsidiary company in the registry of commerce and securities is a ratification by the subsidiary 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 subsidiary company provided they have been approved by the ordinary general meeting under the conditions set forth in the uniform Act for each form of subsidiary company, unless otherwise provided for in the articles of association.

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

The subsidiary company shall be referred to as a “Consortium”. It shall not have a legal personality.

HOW TO REGISTER A SUBSIDIARY COMPANY IN CAMEROON

The most widely used business organizations in Cameroon are companies. This is because they are the most viable form of profit maximizing organizations recognized by the commercial, banking and tax system of Cameroon. This is because they have very defined structures and management mechanism by virtue of their Articles of Association. All that is need is for the right procedure to register a subsidiary company in Cameroon to be implemented and the subsidiary company will operate independently of its shareholders who may in turn become employees if they decide to manage the subsidiary company or contractors. This is the circumstance under which a registered subsidiary company in Cameroon gains an independent legal personality from its founders and shareholders in Cameroon.

In registering a subsidiary company in Cameroon, it is advisable for interested individuals or entities to brief the services of a corporate accredited attorney for professional guidance in view to prevent online fraudsters and unverified practitioners. What should promoters do before engage in the subsidiary company registration process at the company registration bureau in Cameroon? Promoters should solicit the services of a verified corporate accredited attorney or firm that will conduct a corporate name search, advice on the company objectives, the number of shareholders, the quality of the manage to be appointed, the shareholding distribution ratio, the choice of registered address or temporal office address as the case may be, the minimum share capital which is dependent on the type of company to be setup in Cameroon.

3 STEP PROCEDURE OF THE PRE-SUBSIDIARY COMPANY REGISTRATION, SUBSIDIARY COMPANY REGISTRATION AND POST SUBSIDIARY COMPANY REGISTRATION PROCESS IN CAMEROON

What does the subsidiary company registration process in Cameroon entail? The subsidiary company registration process in Cameroon entails provision of information and documentation pertaining to the subsidiary company and the payment of the prescribed fees through the 3-step procedure of Pre-Subsidiary Company registration, Subsidiary company registration and Post subsidiary company registration in Cameroon. The company documents being properly drafted such as the Articles of Association, Certificate of appointment of company manager, Notarial statement of subscription and payment of company share capital, Declaration of regularity and conformity with the provisions of the OHADA law and the company lease agreement, and the payment of the company registration fee form the basis of the foundation to register a subsidiary company in Cameroon.

PRE-SUBSIDIARY COMPANY REGISTRATION PROCEDURE IN CAMEROON

What is the approved procedure to register a subsidiary company in Cameroon at the company registration office in Cameroon? The approved procedure to register a subsidiary company in Cameroon at the company registration office of Cameroon are as follows;

1. The initial question of how to register a subsidiary company in Cameroon entails that the promoter submits two (2) applications to register a company in Cameroon. The application must have the following information which will be captioned in the MO Form:

• Company Name: One of the first answers to the question of how to register a subsidiary company in Cameroon is to provide a name to the company. The name of the company will be end with the word “Limited” abbreviated “LTD” or “SARL”. For a Public Limited Company, the abbreviation is “PLC” or “S.A”.
  
  
•  Company Address: One of the answers to the question of how to register a subsidiary company in Cameroon is to provide the company address. The address of the company has to be mentioned with at additional clause that the company has the right to open and close branches in all the regions of Cameroon.
  
  
• Authorized share Capital: As part of the procedure of registering a subsidiary company in Cameroon, the authorized share capital must be mentioned in the Articles of Association of the company. Founders must decide on the share capital of the company. Minimum 1,000,000Fcfa or 10,000,000Fcfa for a private and public limited company respectively.
  
  
• Lifespan of company: One of the answers to the question on how to register a subsidiary company in Cameroon is by the promoter giving his accord on the number of years he intends the company to exist in the Articles of Association of the company. It is preferable to mention in the Articles of the company in Cameroon to be submitted at the company registration office in Cameroon that the company exist for 99 years.
  
  
• Company objectives: As one of the requirements to determine the question of how to register a subsidiary company in Cameroon, the company objectives or activities must be decided by the promoter. Examples of such activities are construction, mining, trading, security, import and export etc.

2. What documents are required from the shareholder(s) and proposed manager(s) for the procedure of registering a subsidiary company in Cameroon? On how to register a subsidiary company in Cameroon, the shareholder (an individual representing the parent company and manager must submit copies of their passports or national identity cards, a copy of a non-crime certificate and company incorporation documents to be filed at the court and company registration office in Cameroon.

3. What documents are required from the shareholder if it is a corporate entity? If the shareholder is corporate entity, the mandatory requirement of registering a subsidiary company in Cameroon warrants that the company submits its resolutions. Such resolution will include clauses which expressly authorize the company usually the parent company to subscribe for shares in the new company. The company resolution will also appoint a named person to execute all documents on behalf of her relating to the incorporation of the new company. The resolution must contain information which adheres to the procedure to register a subsidiary company in Cameroon.

4. One of the steps involved in how to register a subsidiary company in Cameroon is for a notary public officer to issue a duly notarized certificate of appointment of manager duly stamped.

5. One of the requirements needed to fulfil the tasks on how to register a subsidiary company in Cameroon is for the promoter to provide a localized sketch location of the company. This document is required by the company registration office in Cameroon, the tax office in Cameroon, the National Social Insurance Fund and the Bank in Cameroon.

Documents needed for registering a subsidiary company at the company registration bureau in Cameroon

The question on how to register a subsidiary company in Cameroon at the company registration office in Cameroon and other regulatory offices will need a Notary public to engage a working session with the interested client in view to collect adequate information required to draft the necessary company registration documents in Cameroon for filing in line with the relevant provisions of the OHADA Uniform Act on Commercial Companies and Economic Interest Groups of 1997 as amended.

Documents established by the sworn attorney or notary public in view to engage the subsidiary company registration process in Cameroon are as follows;

1. As concerns the question of how to register a subsidiary company in Cameroon, the memorandum and articles of association of the company which must be drafted and signed by all the promoters and the proposed manager is the first document to be established by the notary public.
2. The subsidiary company registration process in Cameroon also requires that the promoter provides information on the share allocation and ratio of the company. This information will enable the certified attorney to draft and prepare the Statement of Subscription and payment of share capital.
   
   
3. The appointment of a manager is one of the answers to the question on how to register a subsidiary company in Cameroon at the company registration office in Cameroon. When a promoter appoints someone to be the manager of the subsidiary company to be registered in Cameroon, the certified attorney shall draft a certificate of appointment of company manager to be used to accomplish the task of the subsidiary company registration process in Cameroon.
   
   
4. One of the tenets of registering a subsidiary company in Cameroon is for the appointed manager to declare before a sworn notary public that the articles of association is regular and conforms with the OHADA uniform act of commercial companies and economic interest groups. In this regard, the sworn notary public will draft a declaration of regularity and conformity document to be signed by the company manager.
   
   
5. The subsidiary company promoter has to furnish the number of Shareholder(s) and Manager(s) to the certified attorney. This will permit the certified attorney to establish a Notarized list of company shareholder(s) and manager(s) to be submitted at the company registration office in Cameroon.
   
   
6. A copy of the non-crime certificate of the shareholder(s) and manager(s).
   
   
7. A copy of the National Identity Card of the Shareholder(s) and manager(s).
   
   
8. A commercial lease agreement of the company.

In summary therefore, the list of documents established by the certified attorney are as follows:

1. Memorandum and Articles of Association of the company drafted and signed by the parties.
2. Statement of subscription and payment of share capital.
3. Certificate of appointment of company manager.
4. Declaration of regularity and conformity with the provisions of the OHADA law.
5. Declaration of notarized list of company shareholder and company manager.
6. A signed commercial lease agreement (permanent or temporal).

The above documents have to be properly constituted in conformity with the OHADA Law, and the notary public shall in line with the company registration process in Cameroon file all documents at the company registration office in Cameroon.

SUBSIDIARY COMPANY REGISTRATION PROCESS IN CAMEROON

Offices in charge of the incorporation of a subsidiary company 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

POST-SUBSIDIARY COMPANY REGISTRATION PROCEDURE IN CAMEROON

In the process of registering a subsidiary company in Cameroon at the company registration office in Cameroon, there are some post-incorporation processes to be engaged by the certified corporate attorney. These post incorporation processes are governed by other legal provision different from the OHADA uniform Act.

The post subsidiary company registration process in Cameroon is very vital to accomplish as it completes the procedure to register a subsidiary company in Cameroon. If these post company registration procedures are not respected, other aspects of the company becoming fully operational like opening a corporate bank account for the company cannot be achieved. The post incorporation procedure to register a company in Cameroon are as follows;

A. TAX DEPARTMENT

In conformity with the general tax code of Cameroon, the subsidiary company registration process in Cameroon can only be complete with the issuance of three documents to wit; a tax payers card, a certificate of non-indebtedness or business license and an attestation of localization. Without these documents, a corporate bank account cannot be opened for the company. The process of registering a subsidiary company in Cameroon in the company registration office in Cameroon entails us to understand these mentioned documents in detail as follows;

• Tax Payers Card: This document provides the unique identification tax number of a subsidiary company registered in Cameroon alongside the business name, the tax center which issued the tax payers card and the tax regime (Simplified regime or Real regime) applicable to the company registered in Cameroon, a warning by virtue of Decree No. 2012/3731 of 13 November 2012 as regards the criminal punishment applicable to tax fraud.

• Certificate of Non-Indebtedness or Business License: This document also known in the French language as attestation de conformite fiscale is a 3 months valid document which illustrates the tax status of a subsidiary company registered in Cameroon. The importance of providing information as stated in the previous paragraphs when registering a subsidiary company in Cameroon is to permit the tax center provide basic information on this document. A business license must contain the following information; name of company, unique identification tax number, location, telephone contact, reference number, tax regime of the company, postal address of the company, Fax information of the company, town in which the company is registered, the date of issue of the document, the signatures of the tax collector and the chief of the tax center etc. The business license is renewed after every three months.
  
• Attestation of Localization: Just as earlier said, the question of how to register a subsidiary company in Cameroon at the company registration office in Cameroon cannot be achieved without an address of the company. This address can either be a permanent address of a temporal address.

B. PUBLICATION OF THE COMPANY CREATION IN THE OFFICIAL JOURNAL

The subsidiary company registration process in Cameroon requires that the Cameroon public be aware of the creation. This is because companies are aimed at serving the public and by implication need to be made known by the population of Cameroon. The company registration details to be published are as follows; company name, registration number, registration address, shareholders, objectives, and tax payer’s card number.

C. REGISTRATION OF THE SUBSIDIARY COMPANY AT THE NATIONAL SOCIAL INSURANCE FUND

The question on how to register a subsidiary company in Cameroon cannot be completely answered if the registered company is not affiliated to the National Social Insurance Fund of Cameroon. This aspect of the procedure is to ensure that workers and employers are insured.

SUBSIDIARY COMPANY REGISTRATION COST/FEE

The subsidiary company registration cost in Cameroon depends on several factors as follows;

1. Type or category of subsidiary company
2. Type and cost of the commercial lease
3. The share capital
4. Nationality of the shareholders etc.

It is important that promoters seek the advice of a competent corporate attorney or firm in Cameroon.

DOCUMENTS DELIVERED AS PROOF OF SUBSIDIARY COMPANY REGISTRATION IN CAMEROON

The only way to confirm that the subsidiary company registration process in Cameroon is complete as proof of the accomplishment of all the procedure to register a subsidiary company in Cameroon, the certified corporate attorney shall provide a couple of registered documents. These documents also indirectly attest that the company registered in Cameroon and go fully operational in activity. The following documents after successful registration at the company registration office in Cameroon, the Tax office in Cameroon and the Court of First Instance in Cameroon are as follows;

1. Certificate of incorporation duly registered.
2. Attestation of business creation of the company.
3. Articles and Memorandum of Association duly notarized and registered.
4. Statement of share subscription duly registered and notarized.
5. Certificate of non-indebtedness/Business License.
6. Certificate of appointment of company manager.
7. Registered lease agreement of the company.

FREQUENTLY ASKED QUESTIONS ON HOW TO REGISTER A SUBSIDIARY COMPANY IN CAMEROON

Any person desirous of registering a subsidiary company in Cameroon usually ask questions for clarity on the subject matter. These questions to clarify the subsidiary company registration process in Cameroon are as follows;

1. What are the types of subsidiary Companies to register in Cameroon?

Any person desirous to engage the steps to register a subsidiary company in Cameroon must know there are three types of companies to wit; a private subsidiary company, private limited liability subsidiary company and a public limited liability subsidiary company.

2. What are the types of contributions to consider in view to accomplish the steps to register a company in Cameroon?

Partner contributions are one of the fundamental steps to register a company in Cameroon. Each partner may contribute to the capital of a company in the form of money (as a contribution in cash), services (as a supply of labour) and rights on movable or immovable, tangible or intangible property (as a contribution in kind). Any other contribution shall be forbidden in accordance with article 40 of the OHADA Uniform Act relating to commercial companies and economic interest groups.

3. What is the minimum share capital for a registered subsidiary company or business in Cameroon?

As one of the requirements to accomplish the steps to register a subsidiary company in Cameroon, the promoter must take into consideration the following minimum share capital;

Public Limited Company – 10.000.000XAF

Private Limited Company – 1.000.000XAF

Partnership – No minimum capital

Limited Partnership – No minimum capital

4. Can a shareholder of a registered subsidiary company in Cameroon be a manager?

One of the fundamental questions as regards the steps to register a subsidiary company in Cameroon is whether a shareholder can be a manager.

As regards a private limited subsidiary company, Article 323 of the Uniform Act relating to Commercial Companies and Economic Interest Groups of the OHADA Law stipulates that a private limited company shall be managed by one or more natural persons, whether or not they are partners of the company.

As regards a public limited subsidiary company, Article 495 of the Uniform Act on Commercial Companies and Economic Interest Groups of the OHADA Law stipulates that a public limited company with a managing director may choose a managing director from among the shareholders whilst Article 477 and 485 of the Uniform Act on Commercial Companies and Economic Interest Groups of the OHADA Law stipulates that a public limited company with a board of directors shall appoint a chairman and general manager from among the members of the company.

5. Can a foreigner own a subsidiary company in Cameroon?

Under Cameroon Law a foreigner can own 100% of shares of a limited liability subsidiary company.

6. Can an expatriate not having a registered address in Cameroon, register a subsidiary company in Cameroon?

Yes. an expatriate desirous to accomplish the steps to register a subsidiary company in Cameroon will either lease an office space in Cameroon to be used as the company head office or pay a law 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.

7. What are the mandatory requirements for foreigners wishing to accomplish the steps to register a subsidiary company in Cameroon?

Foreigners wishing to accomplish the steps to register a subsidiary company in Cameroon must fulfil the following mandatory requirements;

• Must possess a good criminal record which is evidenced through a non-crime certificate.

• Must possess a valid passport.

• Must be of age 18 years and above.

• Must not be bankrupt from their country of origin.

• Must provide an authorizing document from the parent company if a subsidiary branch is to be registered in Cameroon.

• Must not suffer from insanity.