HOW TO CREATE A LIMITED LIABILITY COMPANY IN CAMEROON 2023: APPROVED GUIDELINES
“Creation of an LLC in Cameroon: simplification of incorporation formalities through the innovations introduced by Law No. 2016/014 of December 14, 2016, setting the minimum capital and the procedures for using the services of the notary in the context of the creation of a limited liability company.”
Pending the probable rise of the simplified joint-stock company (SAS) introduced by the Revised Uniform Act relating to commercial company law, the limited liability company (LLC) remains the most common legal form.
Its creation has undergone major simplification with the consecrated revision of the Uniform Act relating to the law of commercial companies and economic interest groups, and more recently Law No. 2016/014 setting the minimum capital and the procedures for using services. of the notary within the framework of the creation of a limited liability company.
Taking into account these notable developments, we propose to draw up a practical sheet for the creation of an LLC in Cameroon.
The share capital
The LLC can be formed between a natural or legal person or between one or more natural or legal persons.
Constituted by a single person, we then speak of a unipersonal company. The partners do not have the status of merchant and their liability is limited to their contribution.
Share capital
The revised article 311 of the Uniform Act provides that the capital must be at least one million. But the same provision leaves to the discretion of the States’ signatories of the treaty the possibility of legislating on the question.
Cameroon, in the wake of five other contracting parties to the Treaty, has, utilizing the law cited above, reduced the minimum threshold of share capital to the sum of 100,000 FCFA. Article 2 of the aforementioned law provides in particular:
“The minimum share capital of a limited liability company is set at one hundred thousand (100,000) FCFA. »
The article of association of the LLC
The articles of association must be drawn up in writing, either in a notarized form or by private deed. In the latter case, their authenticity is guaranteed by the business creation formalities centers with recognition of records by all stakeholders. This is another major innovation enshrined in article 3 paragraph 2 of the law. No. 2006/014.
Article 4 of the aforementioned text gives the founders an option relating to whether or not to use a notary in two cases:
when the company is created as a single person, the sole shareholder is not required to use the services of a notary;
when its capital is less than or equal to one million FCFA, the partners of an LLC are free to use the services of a notary or not.
Tax and administrative formalities
The partners or their agents must apply for a business license (one-year exemption authorization for a new company), and a taxpayer’s card from the tax authorities of the place of registration valid for two years.
It is also necessary to declare the existence of the company to the provincial labour delegation and obtain an employer identifier from the national social insurance fund.
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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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