HOW TO CONVERT A FOREIGN COMPANY BRANCH IN CAMEROON INTO A COMPLETE INCORPORATED CAMEROON COMPANY
Converting a foreign company branch in Cameroon into a full Cameroonian company (subsidiary) involves transforming a branch which has no distinct legal personality into an independent legal entity registered under OHADA, Administrative, Tax and Labour law applicable in Cameroon. A branch in Cameroon is typically only authorized for a maximum of 2 to 4 years before it must be fully incorporated.
6 STEP PROCEDURE TO CONVERT A FOREIGN BRANCH TO AN INCORPORATED CAMEROON COMPANY
Step 1: Legal Decision and Authorization
Resolution of Parent Company: The foreign parent company's board of directors or competent authority must issue a notarized resolution authorizing the branch's conversion into a locally incorporated SARL or SA.
Circumstance of a Waiver: Where the branch has operated for over two years without renewal, a ministerial waiver from the Minister of Commerce may be required, though the 2014 OHADA revision promotes prompt conversion in such cases.
2. Choose the New Company Form
SARL by Private Treaty (Seing Prive): Recommended for small Enterprises with a minimum share capital of 100,000 Fcfa in line with the 2016 Law and 2017 Decree.
SARL by Notarial Act (Société à Responsabilité Limitée): Recommended for Medium Enterprises (SMEs). Minimum share capital is 1,000,000 FCFA.
SA (Société Anonyme): Recommended for large-scale enterprises. Minimum share capital is 10,000,000 FCFA.
3. Draft the New Company Statutes
Prepare the Articles of Association (Statutes) for the new Cameroonian company.
The Parent company has to be one of the mentioned shareholders in the company statutes.
4. Deposit Capital and Notarize Documents
Capital Deposit: The minimum share capital must be deposited into a bank account or with the Notary.
Notarization: The Articles of Association and other documents must be notarized by a Cameroonian Notary Public, although a private deed is allowed for SARLs with capital under 1,000,000 FCFA in conformity with the 2016 law and 2017 Decree.
5. Register with the Trade and Personal Property Rights Registry (RCCM)
The file must be lodged with the CFCE (Centre de Formalités de Création d'Entreprises) or submitted directly to the Registry of the Court of First Instance.
The new entity will be assigned a distinct RCCM registration number, conferring upon it the status of an independent legal entity.
Branch Closure: Simultaneously, engage the procedure to close the branch from the books of the RCCM.
6. Post-Registration Formalities
Taxpayer Identification Number (TIN): Obtain a new taxpayer registration attestation for the new company.
Register with the National Social Insurance Fund (CNPS): Register the new company and employees for the insurance protection program.
Legal Publication: Publish the newly incorporated company in the official gazette.
Key Documents Needed
Minutes of the meeting deciding the transformation.
New Company Articles of Association.
Certificate of capital deposit.
Lease agreement for the registered office.
Criminal record or affidavit for the new manager(s)/Director(s) and Shareholder(s).
Identity documents of directors/Managers and Shareholders.
Documents Delivered as Proof of Incorporation of the new Company in Cameroon
A certificate of Incorporation (MO Form)
A Tax Payer’s Registration Number ( www.impots.cm )
A business License
A notarized lease agreement
A localization plan
A Certificate of non-indebtedness ( www.impots.cm )
An attestation of Bank account creation
A physical office location
A matriculation number from the National Social Insurance Fund for the newly registered company in Cameroon https://www.cnps.cm/index.php/en/cnps/missions
A matriculation number per staff/worker from the National Social Insurance Fund etc. https://www.cnps.cm/index.php/en/cnps/missions
It is highly recommended to engage the services of a law office of legal practitioner to manage this process, as they will ensure compliance with both OHADA regulations and local Cameroonian tax laws.