Contribution by promoters to register a company in Cameroon is one of the fundamental requirements to ensure the company sees the day as an operating legal entity. Contributions required to register a company in Cameroon are realized at several levels. Some of such contributions are financial in nature, documentary in nature, service delivery in nature and asset provision in nature.
CATEGORIES OF CONTRIBUTION TO REGISTER A COMPANY IN CAMEROON
- Contributions of a Financial Nature
These are contributions centered on the payment of the minimum share capital per company type in Cameroon. In this respect, the following contribution threshold can be examined:
- SARL (Limited Liability Company): For a Cameroon SARL, a minimum share capital to be contributed is usually required, often amounting to around 1,000,000 CFA Francs or higher depending on the structure.
- SA (Public Limited Company): Requires a higher minimum share capital, frequently 10,000,000 CFA Francs, with at least 25% paid upon incorporation.
- SARL (Limited Liability Company by Private Treaty): This is a Limited Liability Company formed by Law No. 2016/014 of December 14, 2016, supplemented by the Prime Minister's implementing decree No. 2017-877 of February 28, 2017 in which the share capital contributed is below 1,000,000 Fcfa.
- Contributions of a Service Delivery Nature
These are contributions based on services rendered in exchange for company shares. This is usually the case where specialty services are required to build up the company project prior to registration. Such contributions have to be based on signed contracts which will have the form of a pre-incorporation contract.
Contributions of services shall be paid through the effective provision of technical or professional knowledge or services to the company.
Contributions of services are prohibited in public limited companies.
- Contributions through the Provision of Assets
- Leasehold: Where the contribution is in the form of leasehold, the contributor shall stand surety for the company just as the lessor for the lessee.
- Interchangeable Goods or any other Property subject to renewal: However, where the contribution is in the form of interchangeable goods or any other property which normally needs to be renewed during the existence of the company, the contract shall transfer ownership of the property to the company, on condition that it gives an equal quantity, quality and value in return. In that case, the contributor shall stand surety for the company under the conditions provided in the preceding article.
- Asset or Right subject to Publicity for Enforcement: The contribution of an asset or a right subject to publicity for its enforceability against third parties may be published before the registration of the company. Such formality only has a retroactive effect to the date it was accomplished only from the date of the company registration.
- Information and Document Contribution
- In order to facilitate the preparation of the company's Articles of Association, founders are required to furnish legal advisors — whether lawyers or notaries — with the following documentation:
- Identity Documents:
- Valid ID cards, passports, or residence permits for all shareholders, managers and directors.
- Non-Crime/Non-Conviction Certificate: For shareholders and managers.
- Proof of Address: - A tenancy agreement- A resident and work permit for an Expatriate.
- Articles of Association: The company's governing instrument (drafted by a notary/lawyer).
- List of Subscribers: A list identifying all investors.
- Certificate of Capital Deposit: Issued by the bank after depositing capital.
- Administrative & Procedural Cost Contribution
- Legal Fees: Remuneration payable to the notary or lawyer engaged in the preparation of the incorporation documents.
- Registration Fees: Payments to the Trade and Personal Property Credit Registry (RCCM) and the Ministry of Finance for the Tax Identification Number (NIF).
- Advertising Costs: Publication of the company's existence in a legal newspaper.