ARTICLES OF ASSOCIATION IN CAMEROON: FREQUENTLY ASKED QUESTIONS(FAQ)
Articles of Association in Cameroon are the second most important document of a company after a Memorandum of Association and both are part of a company’s incorporation documents. Articles of Association can be described as a document that specifies the regulations for a company’s operations and defines the company’s purpose.
It lays out how tasks are to be accomplished within the company, including the process of appointing directors and the handling of financial records and can be thought of as a user’s manual for a company, defining its purpose and outlining the methodology for accomplishing necessary day-to-day tasks. In other words, it can be considered as the “Constitution of a Company.”
The contents of the Articles of Association in Cameroon include but are not limited to the
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- Company Name,
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- Objectives of the Company,
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- Details of the Company’s address,
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- Share Capital,
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- The organization of the company,
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- financial provisions, P
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- provisions on Resolutions and provisions regarding the Company meetings.
Notwithstanding the fact that having Articles of Association in Cameroon is important, it is fundamental that a company adopts Articles of Association due to the following reasons;
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- It outlines the rules and regulations or by-laws for governing a company’s internal affairs and conduct of the company
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- It puts in place the internal rules and regulations for the governing of the company, powers of the directors and officers of the company as well as the rights of shareholders.
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- It specifies the way a company issues stocks, distributes dividends and performs financial records.
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- It provides for the relationship between the Board and shareholders as well the relationship between Directors and shareholders themselves.
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- It governs the relationship between the company and its constituent members by prescribing the rights and obligations of the members of the company.
That said, I infer that it is essential that a company adopts it since it provides for the management and organization of the company. I am also inclined to believe that with an Articles of Association in place, there is limited room for conflicts in the day-to-day management of the company since there are express clear provisions in the Articles of Association about how the company should be managed and who does what.
In addition, in the absence of Articles of Association in a company, provisions in the OHADA law governing companies in Cameroon apply but in most cases these provisions are general and wouldn’t shush such dispute as good and better as Articles of Association which has specific provisions, thus to that effect would.
Article by CHUO ANGABUA JUNIOR
‘’The content of this article is intended to provide a general guide to the subject matter. We insist specialist advice be sought depending on your specific circumstance’’
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