The declaration of subscription and release of share capital constitutes a foundational legal requirement in the company registration process in Cameroon, regulated under the provisions of OHADA law. It takes the form of a sworn statement attesting that shares have been duly subscribed and that the corresponding funds have been deposited whether with a notary or into a designated bank account thereby affirming the financial credibility and viability of the newly constituted entity.
Key Implications in the Company Registration Process in Cameroon
Mandatory Procedural Step: In respect of both Limited Liability Companies (SARL) and Public Limited Companies (SA), a bank certificate of deposit or a notarial act confirming the subscription and release of share capital must be lodged with the Trade and Personal Property Credit Register (RCCM) through the One-Stop Shop (CFCE) as part of the registration process.
Defining Corporate Capacity: The declaration serves to secure formal recognition of the company's share capital, which is an indispensable prerequisite for the issuance of its tax identification number and registration certificate.
Legal Liability Limitation of Partners/Shareholders: The proper release of share capital is what legally activates the limitation of each shareholder's liability to their individual contribution. Should the capital fail to be properly released, directors’ risk being held personally liable for any debts incurred by the company.
Requirement for Notarization: Limited Liability Companies with a share capital of 1,000,000 FCFA or above are required to complete the subscription and release of capital through a notarial deed. For those with a share capital below 1,000,000 FCFA, however, a private deed of subscription together with a bank deposit slip may be sufficient to satisfy the applicable requirements.
Key Requirements and Thresholds for Declaration of Subscription & Release of Share Capital
LLC (SARL) By Private Treaty Capital: Minimum capital is 100,000 FCFA. For cash contributions, at least 50% of the total amount is required to be paid up upon subscription, with the remaining balance due and payable within two years of the company's registration in accordance with Article 311 of the 2014 revised OHADA Law.
LLC (SARL) By Notarized Articles of Association: Minimum capital is 1,000,000 FCFA. For cash contributions, at least 50% of the total amount is required to be paid up upon subscription, with the remaining balance due and payable within two years of the company's registration in accordance with Article 311 of the 2014 revised OHADA Law.
Public Limited Company (SA/PLC) Capital: The minimum capital of 10,000,000 FCFA must be fully subscribed before the Articles of Association are signed, with at least 25% of cash contributions released upon incorporation and the remainder payable within three years.
False Declaration: Any false or misleading declaration concerning the subscription or release of capital may render the company's incorporation null and void, or expose the responsible parties to penal sanctions under the applicable law.
Once the company has been formally registered, the deposited capital is unlocked and made available as operational funds, enabling the company to begin financing its business activities.