HOW THE 2016 LAW AND THE 2017 PRIME MINISTERIAL DECREE HAS IMPACTED THE COMPANY REGISTRATION PROCESS FOR A SARL IN CAMEROON
The enactment of Law No. 2016/014 of 14 December 2016, followed by Prime Ministerial Decree No. 2017/0877/PM of 28 February 2017, brought about significant reforms to the process of incorporating a Société à Responsabilité Limitée (SARL) which is a Private Limited Liability Company in Cameroon. These legislative instruments substantially reduced financial barriers and simplified administrative procedures, formally permitting the establishment of a SARL with a minimum share capital of 100,000 FCFA — a marked reduction from the previously required 1,000,000 FCFA — while rendering notarial involvement optional in specified circumstances.
This move is aimed at encouraging the formalisation of ventures for small scale projects in Cameroon.
Specific Provisions of the 2016 Law and 2017 Decree on Company Registration in Cameroon
- 2016 Law
- The minimum sharecapital of a private limited capital is fixed at 100,000 Fcfa.
- The nominal capital per share is not less than 5,000 Fcfa.
- The company Articles of Association can also be established by private treaty (Seing Prive).
- 2017 Decree
- The authentication of company Articles of Association will be engaged by the Head of the Business Creation Formalities Centre chief of the center within a period of 24 hours from the date of deposit of the documents.
- The Head of the Business Creation Formalities Centre authenticates the articles of association drawn up privately by signing at the bottom of said articles and by affixing a stamp bearing the words "Authenticated by the CFCE" to each page.
- Before authenticating the articles of association of the limited liability company (SARL) drawn up privately, the Head of the Center verifies, without prejudice to the provisions of the revised OHADA Uniform Act of January 30, 2014:
- The legal form of the company;
- The company name followed, where applicable, by its acronym;
- The duration;
- The amount of share capital;
- The number and value of the shares issued, distinguishing, where applicable, the different categories of shares created; etc.
- The articles of association, drawn up by private agreement and duly authenticated, are prepared in as many originals as are necessary for the filing of a copy at the registered office and the execution of the various formalities required by the applicable laws.
- The amount of capital must be between 100,000 and 999,999 CFA francs or freely fixed in the articles of association, when it is a single-member company.
Key Impacts of the 2016 Law and 2017 Decree on Company Registration in Cameroon
Reduction of Minimum Share Capital: The minimum share capital required to form a SARL was lowered from 1,000,000 FCFA to 100,000 FCFA.
Optional Notarial Act: The intervention of a notary is now optional (not required) for creating a SARL in two scenarios:
When it is a one-man company (unipersonal SARL).
When the capital is less than or equal to 1,000,000 FCFA.
Private Deed Authentication at CFCE: For cases where the notarial act is not required, the Articles of Association (statutes) can be drawn up as a private deed. The Business Formalities Centers (Centre de Formalités de Création des Entreprises - CFCE) are now authorized to authenticate these statutes, ensuring their legal validity.
Faster and Cheaper Process: The reforms significantly reduced the costs and time associated with company formation.
Faster Turnaround Time: With these reforms, the process for creating a SARL in Cameroon, particularly for small-scale entrepreneurs, has been reduced, allowing registration through the CFCE in about 3 working days (though some sources indicate longer for complex cases).
Changes in Registration Documentation (Post-2017)
The procedures at the CFCE have been simplified to require fewer documents, including:
Articles of Association (registered/authenticated).
Proof of identity (NIC or Passport) for shareholders and managers.
A "Declaration on Honour" or certificate of non-conviction (which can be filled at the reception service).
A location plan (site map) of the business.
The registration fee (which has been significantly reduced, with some formalities costing as low as 500 FCFA for some steps).