Registering a Company in Cameroon: What the Process Actually Looks Like

Most guides to incorporating in Cameroon describe the counter you file at. Very few describe the choices that determine whether the company you register is the company you actually needed. This note covers both.

Choose the vehicle before you choose the name

The OHADA Uniform Act on Commercial Companies gives you several options, and the difference between them is not cosmetic.

• SARL (limited liability company) — the default for small and medium businesses. It can be formed by a single member, capital is flexible, and management is simple. Share transfers are restricted, which is a feature if you want control and a problem if you plan to bring in investors quickly.
• SA (public limited company) — required for regulated activities such as banking and insurance, and expected by institutional investors. It carries a higher minimum capital and a formal board structure.
• SAS (simplified joint-stock company) — the most flexible vehicle for investor-backed businesses. Governance is largely contractual, which suits founders and funds that want bespoke rights.
• Branch office — a foreign company can operate through a branch, but a branch has a limited authorised life before it must generally be converted into a company, and it does not ring-fence liability.

Choosing the wrong vehicle is recoverable, but conversion costs time and money and often triggers tax consequences. Decide with the two-year plan in mind.

The filing sequence

Once the vehicle is chosen, the mechanics follow a predictable order:

• Reserve the company name and confirm it does not conflict with an existing OAPI trade mark.
• Draft and execute the articles of association, together with the appointment of the manager or directors.
• Deposit share capital and obtain the bank certificate, where the chosen form requires it.
• Register with the Registre du Commerce et du Crédit Mobilier (RCCM) through the relevant Centre de Formalités de Création d'Entreprises.
• Obtain the taxpayer number (NIU) and register for VAT where applicable.
• Register with the CNPS as an employer before the first employee starts.
• Obtain any sector-specific licence — this is the step that most often delays a launch.

The three mistakes we are most often asked to fix

1. Articles copied from another jurisdiction

Foreign-drafted articles frequently contain provisions that are simply void under the Uniform Act, or that omit mandatory clauses. The registry may accept them; a court later will not.

2. No shareholder agreement

Two founders with equal shares and no deadlock mechanism is the most reliably destructive structure in business. Deal with deadlock, exit, valuation and restrictive covenants while everyone is still friendly.

3. Intellectual property left with the founder

If the software, brand or design was created before incorporation, it belongs to the person who created it until it is formally assigned. Investors will find this in diligence. Assign it at formation.

What to prepare before your first meeting with a lawyer

Bring the shareholding split, the identity documents of each shareholder and manager, a description of the actual activity, the intended registered office, and the answer to one question: who decides when the shareholders disagree. Everything else can be built from there.