HOW TO SELECT YOUR COMPANY MANAGERS AND DIRECTORS DURING INCORPORATION PROCESS IN CAMEROON – A FUNDAMENTAL STEP IN THE CAMEROON COMPANY REGISTRATION PROCESS
In Cameroon, the process of appointing managers and directors during incorporation is regulated by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups. This legislation requires that all management appointments be formally recorded in the Articles of Association (Statutes) or through a subsequent constitutive assembly, with the specific requirements differing depending on whether the company is structured as a Public Limited Company (SA) or a Limited Liability Company (SARL).
GUIDE TO SELECTING YOUR COMPANY MANAGER(S) OR DIRECTOR(S) IN CAMEROON
1. Selection Based on Company Type
SARL (Limited Liability Company): A SARL is administered by one or more natural persons acting as managers, who may be either partners of the company or individuals appointed from outside its membership.
SA (Public Limited Company):
Less than 3 Shareholders: Managed by a Managing Director (Directeur Général).
3 or More Shareholders: The company is governed by a Board of Directors (Conseil d'Administration), which selects a Chairman and a Managing Director from within its membership to lead the organization.
Branch Office: At least one authorized representative, fulfilling the role of manager, must be appointed and is generally required to be a resident of Cameroon.
2. Selection Requirements for Managers/Directors
Age: Must be 18 years and above.
Capacity: Must not be bankrupt, disqualified, or suffer from legal incapacity such as insanity.
Law Abiding Background: The absence of any criminal record is a mandatory requirement for appointment. This is proven through a Certificate of Non-Conviction or "Casier Judiciaire".
Residency: Foreign directors are permitted, though the appointment of at least one resident director is advisable to ease banking and administrative processes.
3. Selection Process and Formalization
Appointment in Company Statutes: The initial manager or managers may be formally designated and named within the Articles of Association (Statutes) at the time of the company's incorporation.
Appointment by Constituent General Assembly: Where the manager or managers are not expressly named in the Articles of Association, their appointment shall be effected by a majority vote of the shareholders at the inaugural general meeting of the company.
Documentation and Information Required:
Full name, date/place of birth, nationality, and address of the director/manager.
Copy of National ID or Passport.
Certificate of Non-Conviction (less than 3 months old).
Letter of acceptance of appointment.
Registration: The identities of all appointed managers and directors must be formally filed with the Trade and Personal Property Credit Register (RCCM) through the Centre de Formalités de Création d'Entreprises (CFCE) in accordance with applicable registration requirements.
4. Key Considerations to Select your Company Manager or Director in Cameroon
Signatory Power: The selected manager(s) will have authority to sign instruments on behalf of the business such as contracts, MOU, bank Cheques etc.
Liability of Management: Under OHADA law, managers and directors may be held liable where they are found to have breached their duties, acted negligently, or failed to comply with the relevant statutory obligations. So selecting a responsible Manager or Director is very important for company success and risk mitigation in Cameroon.
Auditors: In addition to managers, a SARL may require a statutory auditor if its capital exceeds XAF 125 million or if it meets specific turnover/personnel thresholds.