REQUIREMENTS TO REGISTER A COMPANY BRANCH OFFICE IN CAMEROON

BRANCH OFFICE REGISTRATION IN CAMEROON

REQUIREMENTS AND PROCEDURE TO REGISTER A BRANCH OFFICE IN CAMEROON

A Cameroon branch office is one of the three company structure options that foreign companies can set up in Cameroon. This article provides an overview of the Cameroon branch office registration process, documents you may need and other logistics that you need to consider when setting up a company in Cameroon.

CAMEROON BRANCH OFFICE AS A BUSINESS ENTITY

Any activity conducted in Cameroon continuously with the purpose to generate profit needs to be registered with the company registry of Cameroon as a business entity. A company incorporated outside Cameroon is considered a foreign company. A foreign company must register an entity in Cameroon before it is allowed to commence business activities here.

Upon registering with the company registrar in Cameron, a Cameroon branch office will become a proper legal entity. A Cameroon branch is considered an extension of the foreign company and not a separate legal entity. Unlike a Cameroon subsidiary, the parent company of a branch office entity is implicitly liable for all the debts and liabilities of the branch office. A claimant can approach the Cameroon courts of law to initiate legal proceedings against the headquarters, under its branch being located in the Cameroon jurisdiction.

KEY REGISTRATION REQUIREMENTS OF A BRANCH OFFICE IN CAMEROON

Any foreign company wishing to register a Cameroon branch office is advised to engage the services of a professional corporate services firm in Cameroon e.g., a law firm, accounting firm, or corporate secretarial firm. Here are some administrative matters that need to be considered and/or fulfilled as part of the incorporation process:

- Name. The name of the Cameroon branch must correspond to the name of the foreign company.

- Officers. A Cameroon branch must appoint at least 1 authorised representative who is ordinarily a resident in Cameroon, i.e., a Cameroon citizen, a permanent resident, or a foreigner who has been issued an employment pass. The agents should be natural persons of at least 18 years of age. Foreign companies that plan to relocate one or more of their staff members from the head office to Cameroon can apply for employment permits for such individuals after the branch has been registered.

- Constitution and Activities. The shareholders, structure of a company and its activities are directed by the foreign company’s Constitution. There is no separate Constitution for the branch office.

- Registered Address. A Cameroon branch must have a registered office located in Cameroon., the branch office must mention its name and the place of incorporation on all its business correspondence and also outside its place of business in Cameroon.

DOCUMENTS REQUIRED FOR REGISTRATION OF A BRANCH OFFICE IN CAMEROON

In general, the following documents/information is required for registering a Cameroon branch office:

A certified copy of the Certificate of Incorporation of the foreign company

A certified copy of the Constitution of the foreign company

Particulars of the directors of the foreign company

A memorandum of appointment and details of at least 1 person resident in Cameroon who will act as the authorized representative for the Cameroon branch office

A memorandum executed by or on behalf of the foreign company stating the powers of the local authorised representative

Details of the registered office address in Cameroon

Latest audited financial statements of the parent company, if required to be prepared in the parent country

Any documents not in English or French must be translated into English or French before submission. The firm you have hired may require additional documents as necessary.

REGISTRATION PROCEDURE AND TIMELINE FORACCOUNT OPENING IN CAMEROON BRANCH OFFICE

The professional corporate services firm hired to handle the branch office registration will take care of all the necessary registration formalities. Company executives from headquarters are not required to make a physical visit for the registration process. The registration process consists of two basic steps: 1) name approval; and 2) entity registration.

The name for the Cameroon branch must be the same as that of the parent company. It will generally be approved unless it is identical to any existing company name or is vulgar.

Assuming the necessary document are ready and there are no delays in the name approval process, registration of a Cameroon branch can be completed in 5-7 days, subject to approved client due diligence.

BANK ACCOUNT OPENING IN CAMEROON

After registering a Cameroon branch and finalising all tax payments, a corporate account can be opened in any of the several international and local banks in Cameroon. The exact account opening procedure may vary from one bank to another and some banks require the directors or agents to be present in person while opening the account. Further details about opening a corporate bank account in Cameroon can be found in the Cameroon bank account opening guide.

To find out more about registration options available to foreign companies looking to set up a company in Cameroon, see company registration options in Cameroon.

Article by CHUO ANGABUA JUNIOR

PRIME-TIME LAW OFFICES

‘’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’’