A Step-by-Step Guide on All You Need to Know About Articles of Association When Starting a Company in Cameroon. 

If you are planning to start a business in Cameroon, there are certain legal requirements you need to fulfil, and one of them is creating Articles of Association. 

Articles of Association are important legal documents that outline the rules and regulations governing the operations of a company. 

In this article, we will discuss the mandatory information that should be included in Articles of Association when creating a company in Cameroon.

1. Type of the Company

The first piece of information that should be included in the Articles of Association is the type of company being created. 

In Cameroon, entrepreneurs have the option of registering their business as a Public Limited Company (Société Anonyme or SA) or a Private Limited Company (Société à Responsibilité Limitée or SARL). 

The type of company chosen will determine the legal and taxation framework, as well as the minimum capital required for registration.

2. Company Name

The name of the company is the second piece of information that should be included in the Articles of Association. 

The name should be unique, not similar to any existing company, and should reflect the nature of the business. If the name is approved by the Registrar of Companies, it can be followed by an acronym.

Read Also: How to change the name of your company in Cameroon and Prepare to Announce Your Company’s Name Change

3. Nature of Business

The third piece of information that should be included in the Articles of Association is the nature of the company’s business and area of activity, which constitutes its purpose. 

This section should clearly state the company’s objectives, products, and services it will offer, and the markets it will serve.

4. Headquarters

The fourth piece of information that should be included in the Articles of Association is the company’s headquarters. 

This section should include the physical address of the company’s registered office, which must be in Cameroon.

5. Duration of the Company’s Existence

The fifth piece of information that should be included is the duration of the company’s existence. This should state the period for which the company is registered, which can be up to 99 years.

6. Contributors of Cash

This section should list the names of individuals or entities that have contributed cash to start the company, the amount of their contribution, and the number and value of securities allocated in exchange for each contribution.

7. Contributors of In-Kind Contributions

In this section, you will find information on the identity of those who have made contributions in kind. This section should list the names of individuals or entities that have contributed assets such as property, equipment, or intellectual property, and the nature and assessment of the contribution made by each of them. The number and value of securities allocated in exchange for each contribution should also be included.

8. Contributors of Services

The identity of those who have contributed services are put in this section. It should list the names of individuals or entities that have provided services to start the company; the nature and duration of services provided by each of them, and the number and value of securities allocated in exchange for each contribution.

9. Beneficiaries of Special Benefits

This should include the identity of beneficiaries of special benefits and the nature thereof. This section should list any individuals or entities that will receive special benefits, such as bonuses or shares, and the nature of these benefits.

10. Stated Capital

This section is for the amount of stated capital. This is the minimum amount of capital required to start the company, and it is determined by the type of company being registered.

11. Securities Issued

In this section is, we can find the number and value of securities issued. It should state the total number of shares issued by the company, the value of each share, and any different categories of securities created.

12. Distribution of Profits, Constitution of Reserves, and Distribution of Liquidation Surplus

Another information that should be included in the Articles of Association is provisions relating to the distribution of profits, constitution of reserves, and distribution of liquidation surplus. This outlines how profits will be distributed among shareholders, how reserves will be constituted, and how any surplus from liquidation will be distributed.

13. Operational Procedures

The final piece of information that should be included in the Articles of Association is the company’s operational procedures. In this section, you can find an outline of the procedures for holding meetings of shareholders, appointing directors, and any other operational procedures necessary for running the business.

It is important to note that creating Articles of Association is a mandatory requirement when starting a business in Cameroon. 

The information outlined above should be included in the Articles of Association to ensure that the company is legally compliant and operates in accordance with the law. 

OpenHub Consulting Limited offers business registration services in Cameroon and can assist you in creating Articles of Association tailored to your specific needs and requirements. We have extensive experience and expertise in helping businesses of all sizes and types register in Cameroon, and we are committed to providing you with exceptional service and support to help you achieve your business goals in Cameroon.