Under Cameroonian law, the appointment of a principal and an alternate statutory auditor is compulsory at the time of company registration where certain legal conditions are met, as set out principally in the OHADA Uniform Act Relating to Commercial Companies and Economic Interest Groups.
MANDATORY APPOINTMENT OF AUDITORS FOR PUBLIC LIMITED COMPANIES (SA) IN CAMEROON
Mandatory from Incorporation: The appointment of no fewer than one principal auditor and one alternate auditor is an unconditional mandatory requirement upon the incorporation of a Public Limited Company (Société Anonyme - SA).
Requirement: As part of the registration file, the qualifying documents and professional certifications of the auditors must be included to confirm their eligibility for appointment.
Two Auditors: A public limited company must appoint two auditors.
MANDATORY APPOINTMENT OF AUDITORS FOR PRIVATE LIMITED COMPANIES IN CAMEROON
For Private Limited Companies (Société à Responsabilité Limitée - SARL) and partnerships, the appointment of auditors is required at the end of the fiscal year if the company fulfills at least two of the three following conditions:
Total Balance Sheet exceeds 125 million FCFA.
Annual Turnover exceeds 250 million FCFA.
Permanent Staff of More than 50 employees.
3. Other Specific Scenarios
Public Call for Capital: Where a company, irrespective of its legal form, makes a public call for capital, the appointment of an auditor becomes a mandatory requirement.
Transformations and Mergers: The appointment of appraiser auditors is a mandatory requirement in the context of mergers or upon the transformation of a company's legal form.
Contributions in Kind: If the company's registration involves contributions in kind rather than cash, a share auditor must be appointed to carry out a formal valuation of those contributions.
4. When to Submit Documents and Information During Registration
All auditor information and qualifying certificates must be prepared and submitted either during the registration process at the One-Stop Shop (Centre de Formalités de Création d'Entreprises - CFCE) or at the stage of drafting the Articles of Association with a notary.
Summary Table
Auditor Requirement
Public Limited Company (S.A)
Mandatory to appoint a Principal & Alternate Auditor
Private Limited Company (SARL)
Mandatory only if 2+ of the thresholds (125M CFA in assets, 250M CFA in turnover, and 50 employees) are met.
Partnership
Mandatory only if 2+ of the thresholds (250M CFA in assets, 500M CFA in turnover, 50 employees) are met.