SETTING UP A COMPANY IN CAMEROON: THE 3 PHASE PROCESS OF PRE-COMPANY SETUP, COMPANY SET UP AND POST COMPANY SET UP PROCEDURES

SETTING UP A COMPANY IN CAMEROON

Setting up a company in Cameroon is an important venture for businessmen and entrepreneurs with a view to seize the opportunities presented by the Cameroon economy. With the strategic position Cameroon holds in the CEMAC region, coupled with vast natural resources presently under exploited in the country, local and foreign investors are presented with the opportunities to invest. Nevertheless, navigating the 3-phase process to set up a company in Cameroon is not quite direct. Research, planning and a mastery of the regulatory framework put in place by the government needs to be engaged with caution. This is aimed at avoiding pitfalls in the process of setting up a company in Cameroon. Also, there are circumstances under which the company setup process in Cameroon can be composed of errors which can be rectified as well as also contain elements which can cause the application to set up a company in Cameroon to be denied.

When setting up a company in Cameroon, promoters and founders can choose from several legal company and business structures to wit:

For Companies

Private Limited Company: This structure of setting up a company in Cameroon which falls within the category of small and medium size enterprises in Cameroon is one of the most sought-after structure as it limits the liability of shareholders to their shares hence protecting their individual assets.
Public Limited Company: This structure in the procedure to incorporate a company in Cameroon falls within the category of large businesses. This is especially the case where the company seeks to make a call for capital from the public.

Private Company: A private company shall be a company in which all the members are traders and have unlimited liability, for the company’s debts. This structure is suitable for traders desirous to consolidate themselves into a company in Cameroon.
Subsidiary Company: A subsidiary company is a company in which another company called a parent company owns over 50% of its shares. The liability of this company is also limited by shares
Branch Company: A branch shall be a commercial, industrial or service-providing establishment which belongs to a company or a natural person and which has been granted a certain degree of autonomy in its management. Hence this type of company set up structure

When setting up a business in Cameroon, promoters and founders can choose from several legal business structures to wit:

For Businesses

Sole Proprietorship: This business setup is usually preferred by small business owners, freelancers and consultants because it allows ownership and operation by an individual. As much as this business structure allows for direct relationship between owners and their customers, it has as demerit the total liability on the part of the business owner.

Partnership: There are two types of business setup under a Partnership to wit:

General Partnership: The general partnership is a company in which all partners are merchants and are indefinitely, jointly and severally liable for the company debts, and
Sleeping Partnership: A sleeping partnership is one in which the capital is made up of shares and in which one or more partners, known as “active partners”, whose liability for the company’s debts is unlimited, joint and several coexist with one or more partners known as “sleeping partners” who are liable for the company’s debts is limited by shares.

Cooperatives: A cooperative is an autonomous group of individuals who willingly join together to fulfill their aspirations and meet their common economic, social, and cultural needs so as to form a corporate body whose ownership and management are collective and where power is exercised democratically and according to the cooperative basis.

The OHADA law on cooperatives has distinguished between two types of cooperatives in Cameroon to wit;

A simplified Cooperative: This is a Cooperative formed by at least five natural persons or legal entities. The formation of the simplified cooperative is decided by an organizational general meeting, and is designated by a name which shall be immediately preceded or followed by the terms “simplified cooperative” and the acronym ‘SCOOPS”, and
A Cooperative with a Board of Directors: This is a cooperative made up of about fifteen natural persons or legal entities at least. The cooperative with a board of directors shall be designated by a name which is immediately preceded or followed by the terms “Cooperative with a board of directors” and the abbreviation “COOP-CA” written in legible characters.

LEGALITY OF UNDERTAKINGS PRIOR TO SETTING UP A COMPANY IN CAMEROON

The legality of undertakings prior to setting up a company in Cameroon is eventually based on the ratification of the undertakings by the Articles of Association of the company. Between the date of the setting up 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.

Undertakings before Company Formation in Cameroon

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.
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.
Undertakings after setting up the company but before company registration in Cameroon

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 setup 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.
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.

INITIAL PERSONNEL DURING THE PROCESS OF SETTING UP A COMPANY IN CAMEROON

The company setup process in Cameroon can only be successful when the following personnel are available;

1. Public Limited Company (Société Anonyme – SA)

– Shareholder(s),

– Directors(s), and

– Auditors

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

– Shareholder(s), and

– Manager(s)

3. Private Company

– Trader(s) and

– Manager(s)

4. Branch Company of a Public Limited Company

– Director(s)

5. Branch company of a Private Limited Company

– Manager(s)

6. Subsidiary company (Share capital below 10,000,000 XAF)

– Shareholder(s)

– Manager(s)

7. Subsidiary company (Share capital above 10,000,000 XAF)

– Shareholder(s)

– Director(s)

– Auditor(s)

LAWS THAT REGULATE THE COMPANY SETUP 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.

KEY LEGAL REQUIREMENTS FOR SETTING UP A COMPANY IN CAMEROON

The key legal requirements for company registration in Cameroon as illustrated by the OHADA Law (Organisation pour l’Harmonisation en Afrique du Droit des Affaires) Uniform Act on Commercial Companies and Economic Interest Groups is illustrated through the 3-phase process of pre-Company setup, Company setup and post-Company setup in Cameroon.

LEGAL REQUIREMENTS FOR THE PRE-COMPANY SETUP PHASE IN CAMEROON

This phase of the process of setting up a company in Cameroon entails the promoter or founders to engage the following:

Information Requirements

Reserve the Business Name: This is done at the Centre for enterprise creation in Cameroon (CFCE – Centre de Formalites de Creation d’Entreprises)
Select the Company Type: This could either be a Private Limited Company or a Public Limited Company.
Select the Company Personnel: These could be Manager(s), Director(s) and Auditor(s) as per the type of company selected.
Select the Company Share Capital: the minimum share capital to setup a Private Limited Company in Cameroon is 1,000,000 Fcfa (One Million Francs CFA) and the minimum share capital to setup a Public Limited Company in Cameroon is 10,000,000 Fcfa (Ten Million Francs CFA).
Select the Shareholding Ratio: In the process of setting up a company in Cameroon, the promoters have to decide on the share allocation quota among the company shareholders in proportion to the company shares.
Choose the company duration: Most promoters usually choose the duration of 99 years renewable for the existence of the company in Cameroon.

Select the Company account opening method: The founders have to decide on the person to open the company account and the signatories to the account. In most cases, the managers are tasked with the duty to setup the company account at an accredited bank in Cameroon.

Decide on the recognition of pre-company setup contracts: The prospective company shareholders have to decide on which pre-company setup contracts will be incorporated in the company articles of association.

Documentation Requirements

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.

CAMEROON COMPANY SETUP PROCESS

One of the stages in setting up a company in Cameroon is the setup process which is composed of documentation established by a legal professional in the capacity of a Notary and the payment of fees for the process. It is important to know the offices and authorities responsible for the company registration process in Cameroon.

Offices In charge to Setup a Company in Cameroon

The offices in charge of the company set process in Cameroon are as follows;

The Office of the Notary,
The Court of First Instance,
The Company Registration Office, and
The Tax Office

Documents Established by the Notary

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 Notarized Lease contract or agreement

Documents Delivered as proof of the completion of the Company Setup Process in Cameroon

In addition to the documents established by the Notary above, the following documents will be established by the respective offices in charge of setting up a company in Cameroon to wit:

The Court of First Instance: This office is in charge of establishing a Certificate of Incorporation (MO Form)
Company Registration Office: This office is in charge of establishing an Attestation of Business Creation.
Tax Office: This office is in charge of establishing an Attestation of tax payers’ registration, a certificate of non-indebtedness and a business license

POST-COMPANY SETUP PROCESS IN CAMEROON

The post company setup process in Cameroon are engaged after the completion of the registration phase of the company incorporation process.

This phase permits the registered company to get into operation in Cameroon and can start business. This phase is as follows;

Registration for Tax Declarations: This phase of the tax process is different from that at the incorporation level as it entails the setting up of the company in view to have tax declarations registered at the competent tax bureau in Cameroon. During this phase of setting up a company in Cameroon, the company is issued a certificate of conformity and a Business License or exoneration thereof.
Company Setup Process before the National Social Insurance Fund (CNPS): This phase of setting up a company in Cameroon is aimed at ensuring that both the company and the workers are insured at the national social insurance program. By virtue of this registration, the issues of industrial accidents and occupational disease are covered by the insurance program.
Publication: This phase of the company setup process in Cameroon is aimed at ensuring that the registration of the company is made known to the public of Cameroon.

Errors not to be made during the Process of Setting Up a Company in Cameroon

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

1. Grammatical Errors

Errors in the name of persons mentioned as shareholders and managers or directors.
Errors in the date of birth of the shareholder(s) and manager(s)
Error in the share allocation ratio
Error in the spelling of the name of the company

2. Procedural Errors

Error in the registration of a company under a different company regime
Error in the registration of a company under a higher tax regime

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

Grammatical errors in the company Articles can be rectified through the amendment of the company Articles by the Notary.
Error concerning a mistaken company regime will be rectified in the system of the registrar of companies.
Errors in the Tax Registration document will be rectified in the tax system of the center under which the company is registered.

COMPANY SETUP FEE IN CAMEROON

The cost of setting up a company in Cameroon vary per the type of company structure, the share capital involved, the commercial lease contract, the Country of origin for company shareholding personnel etc.

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

Notary Public Fees
Legal Documentation Fees
Procedure Fees
Tax Office
Tax Payers Registration Attestation
Certificate of Non-Indebtedness
Company Registration Office
Court of First Instance
Publication Fees

Cost to setup a Company in Cameroon

The approximate cost to setup a company (Private Limited Company) in Cameroon for Cameroonian Promoters is as follows;

Procedural Cost

Reservation of Business Name: 10,000 XAF – 25,000 XAF
Attestation of Tax Payers Registration: 30,000XAF
Certificate of Non-Indebtedness: varies according to commercial lease rate
Trade and Personal Property Credit Register (RCCM): 50,000XAF – 200,000XAF
Publication: 50,000XAF

Notarization of Articles of Association: XAF 50,000 – XAF 150,000 (depending on complexity)

Legal Drafting: 100,000XAF

Publication: 50,000XAF

SETTING UP A BUSINESS IN CAMEROON

The Cameroon business setup process has being established to encourage investments for small, medium and large scale entrepreneurs. In this regard, entrepreneurs and promoters must engage the following process:

Choose a business structure in conformity with their goals.
1. Choose an acceptable business name.
1. Establish and Notarize the necessary corporate legal documents.
1. Pay for registration forms and fees at the RCCM
1. Obtain a tax identification number from the regional tax center.
1. Register the company and workers at the National Social Insurance Fund (CNPS).
1. Open a business bank account.
1. Procure the necessary licenses and permits.

FREQUENTLY ASKED QUESTIONS ON HOW TO SETUP A COMPANY IN CAMEROON

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

What are the types of Companies to setup in Cameroon?

Any person desirous to engage the steps to setup a company in Cameroon must know there are three types of companies to wit; a private company, private limited liability company and a public limited liability company. https://www.droit-afrique.com/uploads/OHADA-Uniform-Act-1997-commercial-companies.pdf

What are the types of contributions to consider in view to accomplish the steps of setting up a company in Cameroon?

Partner contributions are one of the fundamental steps of setting up 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

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

As one of the requirements to accomplish the procedure to setup a 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

Can a shareholder of a registered company in Cameroon be a manager?

One of the fundamental questions as regards the procedure to setup a company in Cameroon is whether a shareholder can be a manager.

As regards a private limited 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 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.

Can a foreigner own a company in Cameroon?

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

Can an expatriate not having a registered address in Cameroon, setup a company in Cameroon?

Yes. an expatriate desirous to accomplish the procedure to setup 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 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.

What are the mandatory requirements for foreigners wishing to accomplish the process of setting up a company in Cameroon?

Foreigners wishing to accomplish the process of setting up a company in Cameroon must fulfil the following mandatory requirements;

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