How to register a company in Cameroon

A company is incorporated in Cameroon through the Centre de Formalites de Creation d'Entreprises, the one-stop shop in which the registry, the tax administration, social security and the labor administration sit together. The Ministry of Finance gives the official target as 72 hours. Real timelines are commonly longer, and the difference is almost always caused by documents that were not ready when the file was opened.

1. 1Choose the formSARL, SA or SAS
2. 2Assemble the documentsID, criminal record, address
3. 3Articles and capitalDeposit within eight days
4. 4Organizational meetingArticles adopted, officers appointed
5. 5Register and publishRCCM, notice within fifteen days
6. 6Tax and social securityTaxpayer card, CNPS, labor

1. Choose the form

The forms available are those of the OHADA Uniform Act on Commercial Companies and Economic Interest Groups, revised at Ouagadougou on 30 January 2014.

Law No. 2016/014 of 14 December 2016 reduced the SARL minimum from 1,000,000 to 100,000 FCFA and allowed its articles to be established by private instrument, with the CFCE authenticating the signatures. A single-member SARL needs no notary. An SARL whose capital does not exceed 1,000,000 FCFA may choose whether to use one. The minimum value of a share is 5,000 FCFA.

The SAS was introduced by the 2014 revision. It has no minimum capital and its governance is determined by the articles rather than by statute, which makes it the usual choice where two shareholders want a custom balance of control.

2. Assemble the documents

• Copies of the passport or national ID card of each shareholder and each manager
• Two criminal background certificates for each shareholder. This is the item most often missing, and for a foreign shareholder it can take weeks to obtain from the country of origin. Start here.
• A location plan of the premises
• Proof of the company's address

3. Draft the articles and subscribe the capital

Contributions in kind and in services are paid in full at subscription. Cash contributions follow a different rule: an SARL pays in half at subscription and the balance within two years; an SA pays in a quarter at subscription and the balance within three years. Funds are deposited within eight days with a notary, a bank or a microfinance institution, which issues a certificate of deposit.

4. Hold the organizational meeting

The meeting adopts the articles, confirms the subscriptions and appoints the officers. For an SA it also appoints the statutory auditor.

5. Register and publish

The company is registered in the Trade and Personal Property Credit Register at the registry of the competent court. A notice of incorporation must be published within fifteen days in a newspaper authorized to carry legal notices.

6. Complete the tax and social security formalities

• Taxpayer card and business license, obtained through the CFCE
• Assignment to a tax center. Revenue determines which: the Medium-Sized Enterprises Tax Center, the Specialized Tax Center from 100 million FCFA, and the Large Tax Unit from 1 billion FCFA
• Registration with the National Social Insurance Fund
• Declaration to the Regional Labor Delegation
• Statistical registration

Foreign shareholders

A venture involving majority foreign ownership, or the acquisition of more than half the shares of an existing company, requires the approval of the Minister of Trade. Separate sector approvals apply in banking, insurance, mining, telecommunications, real estate and gas. Monetary and exchange matters are governed by CEMAC rules.