Cameroon
Corporate Guide

What is the process of setting up a company in Cameroon?

The basic process is set out below:

For private unlimited companies and sleeping partnerships

• Establishment of articles of association by authenticated deed or by private deed.
• Declaration of regularity and conformity or notarised declaration of subscription and payment (a specific document where founders mention all operations carried out to create the company and specify that the incorporation is consistent with legal provisions).
• Registration in the Trade and Personal Property Credit Register of the jurisdiction of the company’s headquarters.
• Publishing of legal announcements in a newspaper.
• Signature of the deed of assumption of the commitments made by the founders on behalf of the company in formation.

For limited (public, private and simplified) companies

• Establishment of the articles of association by authenticated deed or by private deed.
• Full subscription of the capital with the establishment of subscription forms.
• Payment of the contributions in kind and cash.
• Deposit of the funds and the list of subscribers at a public notary office a bank or a credit or microfinance institution.
• Obtaining the certificate of deposit of funds given by the depositary.
• Declaration of regularity and conformity or notarised declaration of subscription and payment.
• Signing of articles of association by all subscribers or their duly authorised representatives.
• Constitutive general meeting if contribution in kind or public offering (not for limited liability companies).
• Holding of the first board of directors and appointment of the management (chairman of the board of directors, general managers). Registration, and filing of deeds with the clerk of the court of the jurisdiction of the company’s registered office (not for limited liability companies).
• Registration in the Trade and Personal Property Credit Register of the jurisdiction of the company’s headquarters.
• Withdrawal of funds by the manager.
• Insertion of a notice in a newspaper of legal announcements.
• Signature of the deed of assumption of the commitments made by the founders on behalf of the company in formation.

Incorporation with public offering

Before the operations listed for limited companies above, the incorporation of a joint-stock company with a public offering implies the accomplishment of the following operations:

• Publication of a notice in the newspapers of legal announcements, before the operations begin.
• Approval of the draft statutes (the draft of the articles of association).
• Publication of circulars to inform the public about the forthcoming issuance of shares.

In some instances, a private limited company may be incorporated through the “one-stop shop” Companies Creation Formalities Center (CFCE) for a sole investor, or if the capital is less than or equal to XAF 1 million (knowing that the minimum capital for this form of company is XAF 100,000). (See Law No. 2016/014 of 14 December 2016 fixing the minimum share capital and the modalities of recourse to the services of a public notary in the creation of a private limited company.)

An application is addressed with the required documents:

• Six copies of the articles of association.
• Two copies of the applicant’s identity card or valid passport.
• A criminal record bulletin for a Cameroonian or an affidavit for foreigners, both valid for use for 75 days.
• The fees required (see How much does it cost to incorporate a company).
• A company’s location sketch signed by the applicant with their phone number.