Legal Form: Limited Liability Company, Sociétés à Responsabilité Limitée (SARL)
Procedure 1.
Have a notary public verify and reserve the proposed company name by filing a motion with the African Intellectual Property Organization’s office in Yaoundé
Time to complete: 6 days
Cost to complete: FCFA 38500
Comment:
In practice, banks require that a notary public issue a certificate (attestation d'ouverture de compte de societe en creation) before the entrepreneur can
open the bank account. The banks also require a draft of the company statutes. The registry provides the name-checking service free of charge to notary publics or lawyers/attorneys who have access to the court’s information retrieval and relational database. To reserve names, an application must be filed
with the African Intellectual Property Organization (Organisation Africaine de la Propriété Intellectuelle, OAPI) headquarters (Yaoundé). The name can also
be verified directly with an OAPI representative.
Procedure 2.
Deposit the initial capital in a bank and obtain a receipt
Time to complete: 1 day
Cost to complete: no charge
Comment:
The capital can also be deposited with a notary charged with incorporation.
Procedure 3.
Present the physical location plan to the tax department and obtain an attestation of business premises
Time to complete:1 day
Cost to complete:FCFA 12500
Comment:
The cost of obtaining an attestation of business premises ranges from XAF 10,000–15,000. To obtain the attestation, the founders must file the physical location plan with the tax department. Under Cameroon law, it is important to have an address or a location for the planned business. The relevant document must be filed throughout the process. Founders usually select the office of their notary public or lawyer as the business location for incorporation purposes.
The attestation is signed by the official of the tax district where the office is located. This attestation is a prerequisite for payment of the business tax (patente).
Procedure 4.
Have an attorney/notary draft the memorandum and article of association; sign company bylaws before the notary
Time to complete:2 days
Cost to complete:FCFA 500000
Comment:
The company’s registration fees are paid through the notary public as follows: (a) stamp duty fees, paid to the national government (Stamp Duty Department); and (b) other fees, paid to the Court Registry.
Article 10 of the Uniform Act of the Organisation pour l'Harmonisation du Droit des Affaires en Afrique (OHADA) states that “the articles of association shall be established by a notarial deed or by any other instrument that ensures legal validity in Cameroon where the registered office will be located. Such instrument, together with a certification of the writing and signatures of all parties, should be deposited as originals in a notary’s office. They may be amended only by
the same procedure.”
Procedure 5.
Have the signed bylaws duly registered with the Registration and Stamp Duty Office of the Department of Taxation
Time to complete: 2 days
Cost to complete: 0.25% of the share capital + fiscal stamps (usually paid as part of notary fees)
Comment:
The cost depends on initial share capital (according to Article 544 of the Tax Code, or Code General des Impots):
- Up to XAF 750,000: 2%.
- Up to XAF 1.5 million: 1.5%.
- Up to XAF 3 million: 1%.
- Up to XAF 5 million: 0.5%.
- Above 5 million: 0.25%, for a maximum total levy of 2.5 million.
Each page of the memorandum and articles of association must also carry the current fiscal year’s fiscal stamp (XAF 1,000 a page).
Procedure 6.
File an application to the Registrar of Companies in the court of the first instance.
Time to complete:8 days
Cost to complete: no charge
Comment:
The following documents are required to file an application with the court:
- Memorandum of association (copy).
- Articles of association (copy).
- Attestation of business premises (obtainable from the Tax Department of the district where the business is located). The attestation is needed to pay the business license (patente—see Procedure 8).
- Site plan.
- Certificate of non conviction (normally for nationals or resident aliens who are shareholders).
- Photocopy of marriage certificates (if any).
- Declaration of regularity and conformity, drawn by the notary public and signed by the incorporators, or a notarial statement of subscription and payment in lieu thereof.
Procedure 7.
Publish the incorporation of the company in the legal journal (Cameroun Tribune)
Time to complete:3 days
Cost to complete:FCFA 76000
Comment:
The publication fee for announcing the company incorporation in the legal journal is XAF 55,000–97,000.
Procedure 8.
Obtain a taxpayer card with the Inspectorate of Taxes in the area where the enterprise is located
Time to complete:7 days
Cost to complete:FCFA 1500
Comment:
The tax number was replaced by a tax card. Although documents were previously sent to Yaounde for processing, they are now processed in Douala, which
has speed up the process.