Business entities, processes and requirements.
When it comes to carrying out activities within the framework of a commercial company in Cameroon, the law allows a choice of one of several frameworks. The rules that apply to the formation of commercial companies are stipulated in the Uniform Act relating to the law of Commercial Companies and Economic Interest Groups (GIE) under OHADA legislation. Civil companies are governed by national laws.
As stipulated in Article 3 of the Uniform Act relating to Commercial Companies and Economic Interest Groups in Cameroon, any person, whatever their nationality, who intends to engage in a commercial activity in the form of a company shall choose a form of company which suits the activity. In this context, to register a company in Cameroon, the founder must ascertain the type of company (private, private limited or public limited company) and they must also understand the principle of a corporate legal entity. In setting up a company in Cameroon, the minimum share capital to set up a private limited company is 100.000 (one hundred thousand francs) FCFA whilst that of a public limited company is 1.000.000 (one million) FCFA. The promoter of a company must understand the concept of the shareholding structure of a company.
For ease of reference and to enable potential investors make an informed choice, the various options are briefly outlined below:
Entities with Legal Personality
1) Limited Partnership
Known in French as “Société en Commandite Simple” or SCS, a simple limited partnership is one in which one or more ‘limited partners’ co-exist indefinitely and are jointly responsible for the social debts within the limit of their contributions, and whose capital is divided into shares.
A limited partnership is designated by a corporate name, preceded or proceeded in legible characters by the words Société en Commandite Simple” or the acronym SCS. The name of a limited partner may not be incorporated into the company name. Failing this, the latter will be indefinitely, jointly and severally liable for the company’s debts.
Partners’ contributions may be allocated as shares and the law does not set out a requirement for a minimum or maximum number of shares.
2) General Partnership
A general partnership is one in which all the partners are considered traders and held indefinitely and jointly responsible for company debt.
General partnerships are designated by a corporate name, which may incorporate the name of one or more partners, and are immediately preceded or proceeded in legible characters by the words Société en Nom collectif or the acronym SNC.
The law does not set any minimum capital requirement for the formation of general partnerships.
3) Limited Liability Company (SARL)
A limited liability company is a company in which the partners rights are represented by the quantity of shares they hold. Their liability for company debts is also limited to their contribution to the business. Limited companies can be instituted by a natural or legal person, or between two or more natural or legal persons.
The designated company name must be immediately preceded or proceeded in legible characters by the words Limited Liability Company or the acronym SARL.
The partner or partners must all participate in the act of establishing the company, in person or through a proxy representative with power of attorney. Unless these conditions are met, the company is considered null.
In summary, a limited liability company (SARL) can therefore be constituted by:
- Multiple persons,
- One person (one-person limited liability company).
The minimum share capital as established by a local law and its subsequent decree is 100,000 FCFA. Additionally, potential SARL owners are exempted from the obligation of establishing their statutes by notarial deed.
The company is run by one or more managers. The appointment of external auditors is optional. Nevertheless, the designation of one external auditor at least is compulsory if two of the following conditions are met:
- Balance sheet total exceeds XAF 125 million,
- Annual turnover exceeds XAF 250 millions,
- Permanent staff of over 50 persons.
Decisions of shareholders are made during general assemblies.
4) Public Limited Company (SA)
Like limited liability companies, a public limited company is one in which the investors rights are represented by their shares and their liability for social debt is limited to the amount of their contributions. A public limited company may have a single shareholder.
Public limited companies are designated by a corporate name which must be immediately preceded or proceeded in legible characters by the words Société Anonyme or the acronym SA.
According to the OHADA Uniform Act relating to the law of commercial companies and of the economic interest grouping, a public limited company can be:
- constituted with a minimum share capital of 10,000,000 CFA
- run by a Managing Director OR a board of directors.
The following are also additional requirements:
- appointment of one permanent external auditor and one alternate external auditor is compulsory,
- Decisions are made during the Board of directors or shareholders’ meetings, and they may be made by audio and Visio conferencing,
- 30th of June is the due date to approve the corporate accounts of the previous years,
- Corporate accounts duly approved must be deposited at the competent court clerk’s office
5) Simplified Joint Stock Company (SAS)
A simplified joint stock company is a company established by one or more partners, whose articles of association freely provide for the organization and functioning of the company, subject to mandatory rules applicable to Public limited Companies. The partners of the simplified joint stock company are only liable for social debts up to the amount of their contributions and their rights are represented by shares.
Where a company is formed by a single person, they are referred to as a sole shareholder.
All decisions taken by the sole shareholder which would normally give rise to legal publicity if taken by an assembly, must be published in the same form.
The company is designated by a corporate name which must be immediately preceded or proceeded in legible characters by the words Simplified Joint Stock Company or the acronym SAS.
Where the company has only one partner, it is designated by a company name which must be immediately preceded or followed in legible characters by the words Single-Person Simplified Joint Stock Company or the acronym SASU.
The SAS has an obligation to appoint an external auditor when it meets at the end of a fiscal year, two of the following conditions:
- Balance sheet total exceeds XAF 125 million,
- Annual turnover exceeds XAF 250 millions,
- Permanent staff of over 50 persons.
6) Economic Interest Group
An economic interest group is one whose sole purpose is to implement, for a fixed period, all the means suitable to facilitate or develop the economic activity of its members, to improve or increase the results of this activity. Its activity must be linked to the economic activity of its members and may only be ancillary in nature.
Two (2) or more natural or legal persons may form an economic interest group, including persons exercising a liberal profession subject to a legislative or regulatory status or whose title is protected.
Members’ rights cannot be represented by negotiable securities.
An economic interest group has full legal personality and capacity, owing to its registration in the Trade and Movable Property Credit Register.
Entities without Legal Personality
7) Joint Venture Company (SEP)
A joint venture company is one in which the partners agree that it is not registered in the Trade and Movable Property Credit Register. It does not have legal personality and is not subject to publicity.
8) De Facto Company and De Facto Corporation
A de facto company is created when two (2) or more natural or legal persons behave as partners without taking formal steps to create an entity recognized by the Uniform Act.
Where two (2) or more natural or legal persons form an entity recognized by the Uniform Act but with an unregulated defect in formation, or form a company not recognized by the Uniform Act, a de facto corporation is created.
An interested party may ask a competent court for the recognition of the de facto company created between two (02) or more people who are responsible for providing their corporate name or identity.
If the existence of a de facto company or a de facto corporation is recognized by a judge, the rules of the general partnership become applicable to the partners.
Other Types of Companies
9) Civil Societies
A civil society is a reception structure for all activities that are not deemed commercial in nature. This could include agriculture, intellectual (artistic and research), liberal professions and non-commercial real estate (rental of unfurnished buildings) activities.
Civil societies are subject to regulations set out in the Civil Codes, which limit themselves to presenting a few general rules and leave the parties complete freedom in matters of organization.
To constitute a civil society, a contract is sufficient, because the civil society acquires legal personality as soon as the constituting act is signed. Associates may contribute money, goods in kind and others, their know-how.
The managerial functions may be executed by one or more statutory or non-statutory managers, natural or legal persons.
10) Common Law Civil Societies
Common law civil societies are differentiated from other civil societies because although their function is not commercial, the activities of their members is. Examples of this special status includes professional civil societies (SCP) and real estate civil societies (SCI). See: Legal guide for entrepreneurs in the Central African Republic.
11) Professional Civil society (Societe Civil Professionelle- SCP)
The object of a SCP is to facilitate the association of several natural persons authorized to practice the profession in question. As such, the SCP can be an association of lawyers, architects, patent attorneys, doctors, veterinarians, etc.
As per the rules of form, the articles of association of the SCP must be established in writing, preferably by notarial deed. The SCP acquires legal personality upon registration with the Trade and Personal Property Credit Register (TPPCR).
There is no minimum financial requirement and capital is represented by shares. SCPs can receive contributions in kind, cash or sweat equity (contribution of services).
12) Real Estate Companies (Societe Civile Immobiliere -SCI)
These entities are created by individuals who want to enjoy economies of scale and leverage influence by managing or constructing buildings together. There are a few requirements to be met, both individually and as the company, through its legal representative.
Note should be taken that, this type of company is governed by the provisions of OHADA law as Section 6 of the Uniform Act on Commercial Companies states as that: “The commercial nature of a company shall be determined by its form or object.”
The following are the steps to register a company in Cameroon, the office responsible for the registration of companies is the Trade and Personal Property Registration at the court and the enterprise creation center for companies with a registered capital below 1 million cfa .
- Information required from Company Founders:
- Name of company (private or limited company)
- Objectives of the company
- Non-conviction or no-crime certificate
- Copy of shareholder(s) national identity card, passport, residence permit
- Company start-up share capital
- Company registered address
- Memorandum/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 OHADA Conformity
- Notarized list of company shareholder(s) and manager(s)
- Location sketch /plan of business premises
Upon submission of the required documentation at the TPPCR, the following documents will be provided as proof of complete registration of the company:
- Certificate of Incorporation
- Certificate of business registration
- Memorandum/Articles of association
- Notarized statement of subscription of Shares
- Taxpayer’s Card
- Certificate of non-indebtedness
- Duly signed notarized sketch
One-stop shop and IT options
The Enterprise Création Centre (Centre de Formalite des Creation d’Entreprises – CFCE)
The CFCE is a one-stop shop and registration centre for enterprises.
Companies with a registered Capital of less than XAF1Million are allowed to directly register at the CFCE.
Entities with a registered Capital of XAF 1 Millon at least are required to register with a Notary who then liaise with the CFCE.
The CFCE is tasked with:
- Preparation of draft of regulations relating to the creation of the Business Formalities Centres
- Collection and dissemination of information on all the formalities required for the creation, processing and termination of business activities
- Proposal of a single-document procedure for the identification of companies.
CFCE offices are based in Yaoundé, Douala, Bafoussam, Garoua and Bamenda
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