The Process of Company Registration in Cameroon
Entrepreneurs seeking to establish a company in Cameroon frequently have questions about the registration process, procedures, and requirements. This guide addresses these concerns by outlining 7 essential steps for company registration in Cameroon.
Prior to outlining the 7 key steps for registering a company in Cameroon, it's important to address several fundamental questions that entrepreneurs commonly seek guidance on:
- Is company registration in Cameroon open to all individuals?
No. To register a company in Cameroon, individuals must meet certain legal requirements:
- Be at least 18 years old
- Possess a valid identification document such as a passport
- Have a clean criminal record
- Not have been declared bankrupt
- How much share capital do you need to register a company in Cameroon?
A crucial step in the company registration process is establishing the share capital, which allows the corporate attorney and registration office to determine the appropriate company structure. In Cameroon, private limited companies require a minimum share capital of 1,000,000 FCFA, while public limited companies require 10,000,000 FCFA.
- Can a foreign national own a company in Cameroon?
Absolutely. Foreigners can register a company in Cameroon and own it entirely—up to 100% of the shares.
- Can a foreign company register a company in Cameroon?
Yes. Foreign companies may establish a presence in Cameroon through either a subsidiary or branch office.
- What is the lifespan of a company registered in Cameroon?
Companies in Cameroon have a maximum lifespan of 99 years, which is renewable upon expiration.
- Does the share capital equal the registration fee for companies in Cameroon?
No. Share capital and registration fees are distinct costs.
- Is it permissible for a shareholder to hold a managerial position in the same registered company in Cameroon?
Yes.
- How can I choose a name for my company in Cameroon?
Any proposed company name must meet the following criteria:
Not be offensive in nature
Not mislead the public
Not violate public policy
Not infringe on copyright, trademark, or patent rights
It's advisable to consult a corporate attorney when selecting your company name to ensure compliance before beginning the registration process.
- Can a foreign national with no address in Cameroon register a company?
Yes, but a head office address is mandatory for registration. Expatriates can either lease office space in Cameroon for their company headquarters or engage a law firm to provide a temporary registered address for administrative use while they secure permanent premises.
- Do I need a special license to register a company in Cameroon?
It depends on the nature of your business. General commercial activities—including trade, supply services, and import/export—do not require special licensing. However, specialized sectors such as healthcare (e.g., pharmacies) require shareholders to possess the appropriate professional licenses.
- What is the expected timeframe for company registration in Cameroon?
Registration is completed within 7 to 14 working days.
- How long does corporate bank account opening take in Cameroon?
Bank accounts can be established within 1 to 2 working days.
- What are the advantages of registering a company in Cameroon?
Registering a company in Cameroon—when done in compliance with OHADA Law, Tax Law, and other regulations—offers numerous benefits, including:
Legal protection
Contract opportunities
Tax incentives
Government support programs
Brand ownership protection
- What are the Business Registration Laws in Cameroon?
- OHADA Business Law: Regulates company formation, operations, liquidation, and dissolution.
- Décret n° 2017/0877/PM du 28 février 2017: Governs companies created in Cameroon by private treaty (Societe sur seing prive).
- Tax and Finance Law: Governs Value Added Tax, Corporate Income Tax, and taxation on shares—essential for administrative compliance.
- Labour and Employment Law: Establishes employment regulations for company personnel.
- Social Insurance Law: Manages worker pensions and provides support for industrial accidents and occupational diseases.
- Environmental Protection Laws: Ensures companies maintain environmentally responsible practices and meet environmental standards.
- Which offices handle the company registration process in Cameroon?
The following offices are responsible for company registration and fee collection:
- Centre for Business Creation Formalities (CFCE): Issues the Attestation of Business Creation
- Court of First Instance: Issues the Certificate of Incorporation (M.O Form)
- Tax Office: Issues the Taxpayer's Card (NIU) and stamps the Articles of Association
LEGAL FRAMEWORK FOR PRE-INCORPORATION CONTRACTS IN CAMEROON
During the period between company formation and registration with the registry of commerce and securities, relationships among members are governed by the articles of association and general contract law principles.
COMMITMENTS MADE BEFORE COMPANY FORMATION IN CAMEROON
- Undertakings with an Organizing Meeting: These acts and commitments must be documented in a "statement of acts and undertakings on behalf of the company under formation." This document specifies the nature and scope of obligations the company would assume if it decides to adopt them. Such undertakings require approval through a special resolution passed at the organizing meeting, in accordance with the Uniform Act.
- Undertakings without an Organizing Meeting: When a company is established without an organizing meeting, the statement of acts and undertakings shall be appended to the articles of association.
UNDERTAKINGS BETWEEN COMPANY FORMATION AND REGISTRATION IN CAMEROON
- Within the Scope of Power of Attorney: Members may authorize one or more managers to make commitments on behalf of a formed but unregistered company. This authorization can be granted through the articles of association, a separate document, or during the general organizing meeting. If these commitments are clearly defined and their scope specified in the power of attorney, the company's registration with the registry of commerce and securities automatically ratifies such undertakings.
- Exceeding the Scope of Power of Attorney: Acts that exceed or fall outside the granted powers may still be ratified by the company if approved by the ordinary general meeting, following the conditions established in the Uniform Act for each company type, unless the articles of association specify otherwise.
WHAT IS THE LEGAL STATUS OF AN UNREGISTERED COMPANY IN CAMEROON?
According to Article 114 of the 2014 OHADA Uniform Act, if members choose not to register the company, it operates as a "Consortium" without legal personality.
THE 7-STEP GUIDE TO REGISTERING A COMPANY IN CAMEROON
Company registration in Cameroon follows 7 essential steps. Each step is detailed below:
Step 1: Determine the Business Category
The first step in registering a company in Cameroon is identifying the most suitable business structure for your venture. Available options include Sole Proprietorship, Partnership, Private Limited Company (SARL), and Public Limited Company (SA). Each structure has its own operating procedures, advantages, and disadvantages.
Step 2: Reserve a Company Name
Once you've selected your business structure, you must choose a unique name for your company. Conduct a search at the Trade and Personal Property Credit Registry to verify the name isn't already registered to another entity, which could lead to copyright, trademark, or patent disputes.
Step 3: Appointment of Company Personnel and Officers
After reserving the company name, select the pre-incorporation personnel—including shareholders and managers or directors—and define their responsibilities as outlined in the company's incorporation documents. Additionally, establish the shareholding ratio among shareholders.
Step 4: Preparation of Incorporation Documents and Establishment of Share Capital
Once the company name, structure, and personnel are established, the incorporation documents must be prepared. The required documents vary depending on the chosen business structure. However, a corporate attorney will typically need to draft the articles of association, provide proof of share capital deposit, prepare notarized declarations of subscription and payment, create a notarized declaration of conformity with OHADA Law, and compile identification documents for the founders and management.
Step 5: Register the Company with the Trade and Personal Property Credit Registry (RCCM)
One of the most critical steps in registering a company in Cameroon is filing with the RCCM. This involves submitting company documents to the court and the company registration office in the jurisdiction where the company's headquarters is located. Upon successful registration, a registration certificate is issued as official proof. The required documents differ depending on whether they are submitted by company personnel or the notary, as outlined below:
- Documents to be provided by company personnel (Shareholder(s), Manager(s), Director(s) and Auditor(s))
- Shareholder(s): Passport or Iidentity Card copy where the shareholder is a physical person.
- If a shareholder is a corporate entity, a company resolution authorizing it to hold shares in the new company must be provided, along with its incorporation documents. This resolution designates a physical person to represent the corporate shareholder in the new Cameroonian company. These documents are mandatory for completing the company registration process in Cameroon.
- Manager(s)/Director(s): A key registration requirement is that managers or directors must provide copies of their identity card or passport, residence and work permit (if expatriate), a criminal clearance certificate, and any specialized professional licenses required for the type of company being registered.
- Auditor(s): When registering a public limited company in Cameroon, the qualifying documents and credentials of both principal and alternate auditors must be included.
- Documents provided by the Notary
In view to fulfil the steps to register a company in Cameroon, the Notary must establish the following documents;
Memorandum and Articles of Association of the company
Notarized statement of subscription and payment of shares
Notarized certificate of appointment of company manager
Declaration of regularity and conformity with the OHADA Law
Notarized list of company shareholder(s) and company manager
Localization sketch of business premises.
A lease contract duly registered at the tax office. www.impots.cm
Step 6: Tax Registration
Tax registration is essential for the legal operation of the company. The tax office located in the jurisdiction of the company's headquarters is the competent authority responsible for issuing the tax identification number and certificate of non-indebtedness.
Step 7: National Social Insurance Fund Registration (Social Security)
This registration is essential to secure insurance coverage for both the company and its employees. It ensures that staff members are enrolled in Cameroon's social security system, which provides protection against occupational diseases and industrial accidents.
COST TO REGISTER A COMPANY IN CAMEROON
The cost of company registration in Cameroon varies based on several factors, including the business structure, share capital amount, commercial lease agreement, shareholders' country of origin, and licensing requirements. The fee structure is outlined below:
- Notary Fees
- Legal Drafting Fees
- Procedural Fees
- Tax Office
- Tax Payers Registration Attestation
- Certificate of Non-Indebtedness
- Company Registration Office
- Court of First Instance
- Publication Fees
Cost of Registering a Company in Cameroon
The approximate cost to register a company in Cameroon for Cameroonian Promoters is as follows;
Procedural Cost
- Reservation of Business Name: 10,000 XAF – 25,000 XAF
- Attestation of Tax Payers Registration: 30,000XAF
- Certificate of Non-Indebtedness: varies according to commercial lease rate
- Trade and Personal Property Credit Register (RCCM): 50,000XAF – 200,000XAF
Notarization of Articles of Association: XAF 50,000 – XAF 150,000 (depending on complexity)
Legal Drafting: 100,000XAF
Publication: 50,000XAF
ADDITIONAL LICENSES AND PERMITS
After completing the 7 key registration steps, certain industries may require additional licenses and permits depending on the nature of the business. This applies to sectors such as telecommunications, transportation, healthcare, and finance.
CONTINUOUS COMPLIANCE OBLIGATIONS
Following successful company registration in Cameroon, businesses must fulfill ongoing regulatory obligations. These include regular tax filings, annual financial statement submissions, social security contributions, adherence to good corporate governance practices, and compliance with human resource regulations.
KEY MERITS OF COMPANY REGISTRATION IN CAMEROON
Companies registered in Cameroon offer distinct advantages over other business structures such as sole proprietorships, partnerships, and economic interest groups. These benefits include:
- Legal Protection: A company operates as a separate legal entity with its own legal personality, distinct from its owners. Therefore, the personal liability of company executives does not automatically extend to the company itself.
- Contract Opportunities: Public contract tenders in Cameroon demonstrate a key advantage of company registration. Financial institutions are more willing to provide financing to registered companies compared to other business structures, enhancing their ability to compete for contracts.
- Tax Incentives: Registered companies in certain sectors, such as agriculture, are eligible for tax incentives in Cameroon.
- Government Support Programs: Registered companies in Cameroon are eligible for government support initiatives. This is particularly beneficial for companies operating in conflict-affected regions such as the South West, North West, and Far North Regions.
COMMON MISTAKES IN COMPANY REGISTRATION IN CAMEROON AND HOW TO CORRECT THEM
Mistakes in company registration can occur in the following situations:
1. Grammatical Mistakes
- Incorrect names for founders, promoters, shareholders, managers, or directors;
- Mistakes in the date of birth of the Founders, shareholder(s) and manager(s)
- Mistakes in the shareholding ratio
- Mistakes in the spelling of the name of the new company
2. Procedural Mistakes
- Registering a company under the wrong company type
- Registering a company under the wrong tax regime
When mistakes are discovered during company registration in Cameroon, the following actions can be taken:
1. Grammatical errors in the company's Articles of Association can be corrected through a notarial amendment.
2. Errors concerning incorrect company regime classification will be corrected in the company registry system.
3. Tax Registration document errors may be corrected through the tax system of the relevant registration center.
PROOF THAT A REGISTERED COMPANY IN CAMEROON CAN GO OPERATIONAL
The following documents are proof that a registered company in Cameroon can go operational;
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
MANDATORY INFORMATION ON THE CAMEROON COMPANY INCORPORATION CERTIFICATES
The certificates issued after the company registration process in Cameroon is completed shall have the following mandatory information;
Certificate of Incorporation (MO Form)
The certificate of incorporation is composed of the following mandatory information below;
- The name of the company;
- The contact address of the company;
- The registered office of the company;
- The registration number of the company from the Trade and Personal Property Rights Register; and
- The date of registration of the company.
Company registration certificate in Cameroon
The registration certificate of the startup company in Cameroon shall be composed of the following mandatory information below;
Information relating to the Corporate Body
Declaration of the type of entity being set up (corporate body or branch)
Name of company, trade name, sign and acronym
Address of company headquarters
Address of the firm opened
Juristic form (Legal Status)
Registered Capital
Duration (Lifespan)
Information relating to the business and to the firms (Establishments)
Business
Main business
Date of commencement
Number of wage earners
Information on the main establishment or branch
Address
Origin
Previous operator
Address of previous operator
Loan creditor
Secondary branch (Besides the one floated)
Information on Partners Jointly and Severally Liable
Names
Date and place of birth
Address
Information relating to managers (directors)
Names
Date and place of birth
Address
Duty
Name of Agent etc.
Attestation of taxpayers’ registration of a startup company in Cameroon
The attestation of taxpayer’s registration for a startup company in Cameroon is composed of the following mandatory information;
Reference number in digits
Business name of the company
Immatriculation Number from the company registration document;
Unique Identification Number of the company;
Tax center;
Tax system;
The notification of the penalty for tax fraud;
The legal provision on a fixed fine
The notification that the attestation has been generated by the information system of the Directorate General of Taxation at a precise date and time.
Attestation of Business Creation in Cameroon
The reference number of the document
The name of the company
The business registration number of the company
The taxpayer’s registration number of the company
The address of the company
The contact number of the company
The main activities of the company etc.
You can consult our firm in view to engage the practical professional exercise to register your company in Cameroon.