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Cameroon - Apply for Business Certificate of Incorporation

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Contents

Introduction

A certificate of incorporation is that legal document that proves formation of a business company or corporation. It can also be referred to as a license issued by government to form a corporation. In Cameroon a business certificate of incorporation is obtained after registration of a new company or business.


Eligibility

Anyone who wishes to start up business can apply for a business certificate of incorporation in Cameroon

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Instructions

1.To start up a standard business in Cameroon, one must have Minimum Capital of XAF 1,000,000a

2.Ensure that proposed name of company to be incorporated does not violate any copyrights, trademarks or intellectual property relevant to Cameroon;

3.It is advisable that drafting and signing bylaws, articles of association and memorandum of association for the business be down in presence of a lawyer;

4.A lawyer must witness signing of the bylaws, articles of association and memorandum of association for a business

5.A lawyer must keep copies of signed bylaws, articles of association and memorandum of association for the business;

6.A certificate requesting for opening a back account must be authorized by a lawyer and must state that the company is in process of creation.


Required Information

1. Full name of applicant(s)

2. Sex, Age and marital status of applicant(s)

3. The business name

4. Details of activities to be carried out by the business

5. The postal address.

6. Name of the manager(s) and the limitation of authority/powers.

7. The shareholding of each shareholder (where applicable).

8. The share capital of the company


Procedure

1.To obtain a business certificate of incorporation, state by suggesting a name for the business to be incorporate.

2.After getting a name, register it (the proposed company name) with the African Intellectual Property Organization office (Organisation Africaine de la Propriété Intellectuelle).

  • At registration of name, the African Intellectual Property Organization office analyze name to find out it meets the Cameroon requirements of copyrights, trademarks and intellectual property.

3.Open up a bank account for the business in a commercial bank. To do this, the applicants must draft a certificate requesting the bank to open a bank account for the new company.

  • If the business has not secured / registered a name, when requesting for an account, the applicant may choose to get an account in the name “company in creation”

4.After opening up an account, the applicants can then deposit their initial capital on to the bank account and obtain receipt;

5.The applicant then registers the proposed business location with the tax authority.

  • At this stage most business are not yet established therefore applicants in most cases use the office address of business owner's attorney, lawyer or notary public.

6.The applicant then proceeds with drafting sign and notarize the bylaws, articles of association and memorandum of association for your business.

7.At this stage the applicants take the signed documents mentioned above to the Registration and Stamp Duty Office of the tax authority for Registration. Here the applicants are required to pay tax depending on the initial share capital of the new company.

8. After paying taxes, the applicants submit copies of incorporation documents, the Tax Department's confirmation, location and the site plan of business Declaration of Regularity and Conformity and any other necessary documents to the Registrar of Companies.

9.After submission and documents are approved, the company shall be registered.

10.After registration, incorporation of the business is announced in a Legal Journal in Cameroon like Cameroon Tribune.

11.Then the local tax inspectorate where the business is locates issues a taxpayer identity card to the applicant.

12.The applicant then informs the department of labour and authorities in charge of industry under which the business shall be operating about the business incorporation.


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Required Documents

1. Photocopy of ID Cards or valid passports and permanent resident addresses

2. The objects Clause

3. The localization plan of the registered office.

4. Two copies of the police clearance certificate of the manager(s).

5. Marriage certificate (If married)


Fees

  • Drafting and signing by laws, memorandum and articles of association for companies with:-
    • Share capital of XAF 3,000,000 – 2%
    • Share capital of XAF 3,000,001 to XAF 10,000,000 – 1.5%
  • Stamp on ten (10) copies of drafted by laws, memorandum and articles of association for companies – XAF 1,000 per stamp
  • Tax:
    • For businesses with initial capital under 750,000 CFA – 2%
    • For business starting with more than 5,000,000 CFA Tax – 0.25%.
      • Registration – XAF 415,000
      • Publication in a legal journal – XAF 57,000


Validity

  • The certificate of incorporation is valid as long as the business does not act contrary to the country laws and regulations.
  • Therefore if the business acts contrary to country laws, the certificate of incorporation can be cancelled.

Documents to Use

Please attach documents that can be used by people. e.g. links

Sample Documents

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Processing Time

1. Opening up bank account and registering business name – one (1) day

2. Depositing Initial capital – one (1) day

3. Drafting and signing by laws, memorandum and articles of association for companies – two (2) days

4. Registration – eight (8) days

5. Publication in a legal journal – three (3) days

Office Locations & Contacts

1.The Societe Camerounaise de Surveillance, SGS

Director of Customs Valuation

Telephone: (+237) 22-20 2541

Website: www.sgs.com/

2. Minister of Justice & Keeper of the Seals

P. O Box 1000, Yaounde Cameroun

Telephone: (+237) 22 23 55 56

Fax: (+237) 22 23 55 59


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Video

Videos explaining the procedure or to fill the applications. 
Attach videos using the following tag <&video type="website">video ID|width|height<&/video&> from external websites.
Please remove the "&" inside the tags during implementation.
Website = allocine, blip, dailymotion, facebook, gametrailers, googlevideo, html5, metacafe, myspace, revver, 
sevenload, viddler, vimeo, youku, youtube
width = 560, height = 340, Video ID = Can be obtained from the URL of webpage where the video is displayed.
e.g In the following url "http://www.youtube.com/watch?v=Y0US7oR_t3M" Video ID is "Y0US7oR_t3M". 
	

Information which might help

1.After the company has been registered and a certificate of incorporation has

been issued, also ensure that you have the following documents in addition-

  • Two copies of the Memo and Articles of Association;
  • Two copies of the declaration of subscription and payment of shares;
  • Proof of publication in a local legal journal
  • Proof of the registration of the company in the Trade and Personal *Property Credit Register (RCCM).

2.Also ensure that the following are done:-

  • Register the company in the Trade and Personal Property Credit Register (RCCM)
  • Acquire a business license
  • Acquire a Tax number obtainable from the Taxation Department
  • Registration of the employees along with company at the National Social
  • Insurance Fund and the Labour Office and the health administration.

Other uses of the Document/Certificate

  • A business is legally recognized by government after registration;
  • There is creation of employment opportunities in the country;
  • Registration is to facilitate easy tax collection.

External Links

http://www.africanbusinessconsultants.com/registration.html

http://www.ehow.com/how_6121056_do-cameroon-government-do-business_.html

http://www.doingbusiness.org/data/exploreeconomies/cameroon/starting-a-business

Others

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