When you start the process of registering a company in Cameroon, you’ll quickly come across two important documents: the Articles of Association (AOA) and the Memorandum of Association (MOA).

They may sound like complicated legal paperwork, but in truth, these two documents form the very foundation of your business. Without them, your company simply can’t exist in the eyes of the law.

Let’s break them down and see what each one does — and what you should know before signing them.

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What Is the Memorandum of Association?

The Memorandum of Association is like your company’s birth certificate. It declares who you are, where you operate, what you do, and how much capital you’re starting with.

It generally includes:

• The company’s name and registered address
• The legal form (SARL, SA, etc.)
• The object or activity of the business
• The authorized share capital
• The number of shareholders and their respective shares
• The duration of the company’s existence

In short, the Memorandum defines the company’s identity and scope of operation.
It’s also a public document — anyone dealing with your company, from banks to government agencies, can refer to it to understand your business structure.

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What Are the Articles of Association?

If the Memorandum defines who you are, the Articles of Association define how you operate.

This document sets out the rules and procedures that govern how your company will be managed and how decisions will be made. It covers:

• The roles and powers of the manager or directors
• How profits and losses will be shared
• How board meetings and general assemblies are organized
• How new partners can join or existing ones can leave
• How the company can modify its capital or structure

In other words, while the Memorandum gives your company life, the Articles tell it how to live day to day.

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Who Authenticates These Documents?

Traditionally, both the Memorandum and Articles of Association must be authenticated before a notary public.
The notary confirms that all details are accurate, ensures that the partners understand their commitments, and issues a certificate of capital deposit if required.

However, it should be noted that for companies with a share capital between 100,000 FCFA and 1,000,000 FCFA, the Articles of Association may be authenticated directly by the Chief of Center for Enterprise Creation (CFCE) instead of a notary.

This gives small business owners more flexibility and reduces the overall cost of company formation.
If your company’s capital falls within this range, it’s your choice to decide whether to authenticate before a notary or through the CFCE.

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Why These Documents Matter

These two documents are not just formalities. Under the OHADA Uniform Act on Commercial Companies, they are the legal backbone of your business.
Without them, you cannot:

• Register at the Commercial Court (RCCM)
• Obtain your taxpayer card or business license
• Open a corporate bank account
• Apply for official contracts or tenders

They also protect you as a shareholder or manager. In case of disputes, these documents serve as the official reference point to resolve issues according to what was agreed upon.

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Can They Be Changed Later?

Yes — but with proper procedure.
If you decide to add a new partner, increase your capital, or change the company’s name or activity, you’ll need to amend the Articles or Memorandum officially.
This means preparing updated documents, signing them again before the competent authority (notary or CFCE), and filing them at the RCCM and tax center.

That’s why it’s important to get your documents right from the very beginning.

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Common Mistakes Entrepreneurs Make

1. Copying templates online without checking if they comply with OHADA law.
2. Leaving out important clauses about partner exits or capital changes.
3. Failing to define management powers clearly, leading to confusion later.
4. Underestimating their share capital, which can limit credibility or future growth.

Getting professional guidance saves you from costly mistakes later on.

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Your Articles and Memorandum of Association are more than paperwork — they’re your company’s DNA.
They define who you are, what you can do, and how your business will operate legally and internally.

At OpenHub Consulting Ltd, we assist entrepreneurs across Cameroon to prepare and authenticate their company documents correctly — whether through a notary or the Chief of Center at the CFCE — ensuring your registration process is smooth, compliant, and credible.

If you’re ready to start your company the right way, we’ll guide you from structure to registration — and beyond.

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Start. Structure. Grow your Business the Right Way.
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📞 +237 683 82 36 32