Starting a private limited company (PLC) in Cameroon is a popular choice for entrepreneurs due to its flexibility and limited liability protection. However, the process involves several legal steps and requirements. In this article, we’ll walk you through the essential legal requirements you need to fulfill to register a private limited company in Cameroon.

What is a Private Limited Company (PLC)?

A Private Limited Company (PLC), known as “Société à Responsabilité Limitée (SARL)” in French, is a type of business structure where the liability of shareholders is limited to their shares. This means that the personal assets of the shareholders are protected, and they are only liable for the company’s debts up to the amount they have invested.

Legal Requirements for Registering a PLC in Cameroon

1. Minimum Share Capital

The minimum share capital required to register a private limited company in Cameroon is XAF100,000. This amount was reduced from XAF1,000,000 to encourage small business formation. The capital must be fully paid up before the registration process can be completed.

2. Number of Shareholders

A private limited company in Cameroon can be formed by one or more shareholders. The shareholders can be individuals or legal entities, and there is no maximum limit on the number of shareholders.

3. Company Name

Choosing a unique company name is crucial. The name must be distinct and not similar to any existing company name in Cameroon. The name should be checked and reserved at the One-Stop Shop or online through the My Business portal.

4. Articles of Association

The Articles of Association is a legal document that outlines the company’s structure, the responsibilities of its shareholders, and the company’s purpose. This document must be drafted, signed by all shareholders, and submitted during the registration process. It typically includes:

• The company’s name and address
• The objectives of the company
• The share capital and distribution of shares
• The rules governing the management of the company

5. Notarization

The Articles of Association and other related documents must be notarized by a licensed notary in Cameroon. This step is essential to ensure that the documents are legally binding.

6. Registration at the One-Stop Shop

All business registrations in Cameroon are done through the One-Stop Shop (Centre de Formalités de Création d’Entreprises, CFCE). You’ll need to submit the following documents:

• A notarized copy of the Articles of Association
• Proof of identity (National ID or passport) of the shareholders and managers
• Proof of address (utility bill, lease agreement) of the company’s registered office
• Proof of payment of the share capital
• Taxpayer’s card for the company, obtained from the tax authorities
• A location plan showing the exact location of the company’s office
• A certificate of non-conviction for the company’s managers

7. Obtaining a Taxpayer’s Card

After registering the company at the One-Stop Shop, the next step is to obtain a taxpayer’s card. This card is necessary for all tax-related matters and is issued by the tax authorities.

8. Social Security Registration

Once your company is registered, you must also register with the National Social Insurance Fund (NSIF) if you plan to hire employees. This is a legal requirement in Cameroon, and it ensures that your employees are covered under the national social security scheme.

There are several steps involved in registering a private limited company in Cameroon, but it’s a straightforward process if you have all the required documents in order. At OpenHub Consulting, we specialize in helping businesses navigate the registration process, ensuring that all legal requirements are met. Whether you need assistance with drafting the Articles of Association or handling the entire registration process, we’re here to help.

Contact us today for a free consultation and get your business started the right way!

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