How to Create a Limited Liability Company in Cameroon

In the last post, I wrote about the business creation procedure in Cameroon, specifically the sole-proprietorship with a yearly turnover of 10 million francs CFA an above. Today we will see how to create a limited liability company in Cameroon.

Note should be taken that the sole-proprietor business we are talking about is the one that operates with a business license and not that which operates by paying the discharge tax. It should be noted that you can be a lone shareholder in a limited liability company. This is quite different from a sole-proprietorship.

On December 14, 2016, the government of Cameroon adopted Law No. 2016/014 fixing the minimum share capital of limited liability companies. The minimum share capital for LLCs was reduced from 1000,000frs to 100,000frs. This step was taken to facilitate the creation of companies pursuant to Articles 10 and 311 of the OHADA Uniform Act of January 30, 2014.

This move was to encourage informal businesses as well as other businesses under the sole-proprietorship to migrate to limited liability companies.

What You Need to Create a Limited Liability Company in Cameroon

Below are the list of things needed to Create a Limited Liability Company in Cameroon:

1. Article of Association: You need an article of association, with stamp duty at the taxation. At first, the article of association was supposed to be notarized by a notary public, but now, the tax payer who passes through the One-Stop Shop may deposit it like that. All the pages of the article of association needs to carry a stamp from the taxation.

2. Notarized Statement of Subscription and Payment of Shares: This is done and signed by an authorized notary public. Note that all lawyers in the common law practice in Cameroon play the role of a notary public automatically. In the civil law system, you will have to look for an authorized notary public as all lawyers don’t play that role. Common law is practiced in the English-speaking regions of Cameroon while civil law is practiced in the French-speaking part.

3. Certificate of Appointment of Managers: This document is also signed by the notary public of your choice. Get in touch with us if you need the services of a notary public.

4. Non-conviction Certificates: You need at least two non-conviction certificates from two shareholders in the case where there is more than one shareholder. If the limited liability company is having just one shareholder, only that of the lone shareholder will be required.

   In the case where minors are shareholders, a photocopy of their birth certificate is used. Note should be taken that non-conviction certificates for Cameroonians are produced from the Division where you were born and not where you reside. However, everyone can obtain it from Yaounde, the political capital of Cameroon.

5. A photocopy of national identity card of all shareholders. In the case of minors, a photocopy of their birth certificate is used. Foreigners could use their passport or resident permits.

6. Tenancy Agreement or Land Tax: You have to provide a tenancy agreement in the case where you are renting the business premises. The tenancy agreement should have a period of at least 12 months. In case you are the owner of the premises, you would have to present the land tax.

7. Location Sketch of the Business Premises: You have to provide a localization plan of the Business Premises. This document is supposed to carry a stamp duty from the taxation after the authorities of the tax center have formally located the Business.

If all of these are deposited at the One-stop shop, it will take a minimum of 72 hours or maximum of two weeks for the official documents to be delivered. The official limited liability company creation documents that are delivered in Cameroon after the above has been done include:

• Business Registration

• Taxpayer’s Card

• Localization

In our next post, we will be talking about how to obtain a business license in Cameroon. We will also give you a clue on the difference between a sole-proprietorship business license and a limited liability company business license. You can check out the list of One-stop shops for the creation of small and medium-sized enterprises in Cameroon.

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