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Pre- Incorporation Advice At Muluh & Partners

1)
a. Legal Characteristics of a Private Limited Company
-A Private Limited Company may be incorporated by one or more natural persons or corporate bodies;
-It must have a minimum share capital of 1,000,000 FCFA with a par value of 5000 FCFA. The share capital must be fully paid up upon incorporation;
-There are no statutory obligations or requirements for it to have a Board of Directors; consequently, it is more adaptable to a small and medium size business with very limited number of employees;
-The consultancy can be managed by one or more manager(s) who may be shareholder(s) or non shareholder(s). This/These manager(s) have widest powers to run and represent the company.
He/they can convene the General Assembly, draw up the accounts and prepare management reports on the affairs of the company).
The manager(s) is/are appointed in the Articles of Association or in a subsequent instrument.
In the latter case, unless a provision of the Articles of Association requires a stronger majority, the decision shall be taken by a majority of the partners holding more than half of the registered capital.
There is however a statutory obligation for a private limited company to have external auditors if its registered capital is more than ten million (10,000,000) FCFA, or which fulfill either of the following two conditions:
Its annual turn over is more than 250 million FCFA; or
Its permanent staff exceeds 50 employees.

b. Legal Characteristics of a Public Limited Company
- A Public Limited Company may be incorporated by one or more natural persons or corporate bodies;
- It must have a minimum share capital of 10,000,000 FCFA with a par value of 5000 FCFA. The share capital must be fully paid up upon incorporation;
- It is managed by a board of directors;
- The consultancy can be managed by a minimum of three to twelve directors except where the company makes public offerings, in which case it may have up to fifteen directors. However, no more than one-third of the members of the board may be non-shareholders;
- A statutory auditor and a deputy must be appointed for every S.A, unless the company makes public offerings, in which case two auditors and two deputies must be appointed.

2)
DOCUMENTARY REQUIREMENTS FROM THE PARTNERS
Photocopy of ID Cards or valid passports and permanent resident addresses;
The name of the company to be incorporated;
The objects clause i.e. list of business activities to be carried out by company;
The localization plan of the registered office;
The postal address;
Two copies of the certificate of non-conviction of the manager(s);
Name of the manager(s) and the limitation of authority/powers;
The shareholding of each shareholder if applicable;
The share capital of the company. (It must be deposited at the notary public’s office or in a bank account in the name of the company being incorporated, against an acknowledgement of receipt). I will be delighted to obtain a waiver of this condition from my notary public to facilitate the incorporation work.

3)
POST INCORPORATION WORKS:
The following business and tax licenses registrations are required for all companies in Cameroon:
i) Registration of the company in the Trade and Personal Property Credit Register (RCCM);
ii) Acquisition of a business license (Patente) obtainable from the Taxation Department by paying an annual fee;
iii) Acquisition of a Tax number obtainable from the Taxation Department;
iv) Registration of the company and its employees (if any) at the National Social Insurance Fund (CNPS) and the Labour Office.

4)
POST INCORPORATION WORKS:
-Two copies of the Memo and Articles of Association of the registered company;
-Two copies of the declaration of subscription and payment of shares;
-Proof of publication of the registered company in a legal journal (Cameroon Tribune);
-Proof of company registration in the Trade and Personal Property Credit Register (RCCM).

5)
DURATION OF WORKS/FORMALITIES
a) INCORPORATION AND REGISTRATION OF BUSINESS ENTITY. The incorporation work (i.e. drafting of articles of association, declarations of subscription and payment of share capital, review of resolutions, supervising the public notary in the authentication of incorporation documents, payment of registration and stamp duty fees at the tax office and filing same at the Register of Companies (RCCM), publication in a legal journal and receiving corresponding incorporation documents may take 10 business days maximum, if we are in possession of all necessary information listed above.

b) DURATION FOR POST INCORPORATION WORKS/FORMALITIES:
The business license (Patente) and tax number obtainable from the local taxation office of the place of location of the registered office of the company and registration with the Labour office may take a maximum time of 10 days from the completion of incorporation, if all the required information/documents together with a full geographic address of the company and lease of the business premises are timely provided to us.
The declaration of existence at the National Social Insurance Fund and subsequent notification to the Provincial Delegation of Labour may take about two (02) days.

For more details contact us at info@muluhpartners.com or through our hotline on +237 9639 4603 or +237 3342 9575

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