Most entrepreneurs in Cameroon believe the Articles of Association (AOA) are just “documents you submit for registration.” But that’s not true. Your AOA is the backbone of your company. It defines how your business operates, who controls what, and what happens when things go wrong. When crucial clauses are missing, the consequences follow you for years — sometimes for the entire life of the company.

Many business owners discover this only when it’s too late.

Let’s break this down in a simple, human, and practical way.

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Why Important Clauses Are Often Missing

It usually happens for three common reasons:

1. Entrepreneurs rush to register quickly
2. They use templates not made for their type of business
3. They don’t consult someone who understands OHADA law

People assume: “As long as the document is typed and signed, it’s okay.”
But OHADA has strict rules, and every company type has compulsory clauses.

When these clauses are missing or incomplete, the AOA becomes weak — and your business becomes vulnerable.

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The Hidden Role of Clauses in Your AOA

A good Articles of Association answers important questions:

• Who owns what percentage of the company?
• What are the rights and duties of each partner?
• How are profits shared?
• Who has the power to make decisions?
• What happens if a partner wants to withdraw?
• How will the company handle disputes?
• What happens during liquidation or dissolution?

If your current AOA can’t answer these questions clearly, then it is incomplete.

And incomplete documents lead to real problems.

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What Happens When Key Clauses Are Missing

1. Partner Disputes Become Complicated

A typical example:
Two friends start a company. One invests more but they never define roles, powers, or percentages properly.

Later, when business starts growing, they disagree on:

• Who should sign contracts
• Who controls the bank account
• How profits should be shared

Without clear clauses, even a small misunderstanding becomes a full conflict.
Many companies collapse at this stage.

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2. Banks and Clients Can Lose Trust

Banks often review the AOA before approving:

• Loans
• Business accounts
• Company signatures
• Changes in ownership

If they see vague or contradictory clauses, they immediately raise concerns.
Some tenders or contracts also require proof of clear ownership and authority.

Missing clauses affect your credibility.

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3. Government Registrations Become Difficult Later

When you need to:

• Add a partner
• Increase capital
• Change the manager
• Modify the business address
• Transform from SARL to SA

OHADA requires reference to the exact clauses in your original AOA.
If those clauses don’t exist or were poorly written, any modification becomes costly and stressful.

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4. You May Lose Control of Your Own Company

This is painful but very common.
When decision-making powers are not clearly written, anyone with access to documents can attempt to take over administrative roles.

A missing clause can cost you your company.

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Examples of Clauses Entrepreneurs Forget

Here are the ones we see missing most often:

• Decision-making and voting rights
• Profit-sharing structure
• Powers of the manager (gérant)
• Rules for removing or replacing a manager
• Partner exit procedures
• Conditions for admitting new partners
• Quorum for general meetings
• Conflict resolution mechanisms
• Clauses on capital increase or reduction
• Liquidation rules

These are not optional.
These are the very rules that keep your company functioning.

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Why Proper Drafting Matters

Even if your company capital is under 1,000,000 FCFA and you choose to authenticate your documents with the Chief of Centre for Enterprise Creation, the responsibility still lies with you. You must ensure:

• Your AOA is accurate
• Every clause is included
• Nothing contradicts OHADA rules
• The document reflects your business reality

Choosing a cheaper option doesn’t remove the need for quality drafting.

Your company should not be built on guesswork.
It should be built on structure.

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Entrepreneurship is not only about innovation. It is also about protection. Your Articles of Association are not just a requirement — they are your shield. When important clauses are missing, the risk is not theoretical. It affects your money, your relationships, your reputation, and your ability to grow.

If you’re starting a business, modifying your structure, or unsure whether your AOA is complete, take the time to get it done properly. A strong foundation isn’t a luxury — it’s a necessity.

Start. Structure. Grow your Business the Right Way.
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