STEP-BY-STEP REQUIREMENTS FOR CREATING A COMPANY BRANCH OFFICE IN CAMEROON
STEPS IN CREATING A BRANCH OFFICE IN CAMEROON
A branch office in Cameroon is a commercial entity created by a company that enjoys certain autonomy from that owner company, without being legally separated. It is a form of direct implantation with no legal or tax identification.
The functions of a branch are usually commercial and logistical assistance for an existing sales structure:
• management of operational actions (promotion, distribution);
• taking orders and possibly sales;
• monitoring of sales (billing, delivery, bill collection …);
• information on the market;
• and so on.
What distinguishes it from the subsidiary is that it has no legal personality and it completely depends on the foreign company which is solely responsible.
To penetrate the Cameroon market and the OHADA area, the creation of a branch is an important step. The branch may be a commercial, an industrial or even a services entity. The branch becomes the second entity of the foreign company in Cameroon.
The rights and obligations arising in connection with its activity or arising out of its existence are included in the assets of the foreign company. Like the representative office, it does not have a legal personality despite its registration in the RCCM.
In addition, since the branch does not have a proper legal, tax and commercial status, the foreign company assumes the entire commercial, legal and financial risk, as well as the responsibility for all actions that are taken in Cameroon.
Moreover, the risk of double taxation is higher than in the case of the subsidiary.
The establishment of a branch should be considered only for:
· a company with significant international experience and also in Cameroon;
· a company with a qualified and itinerant staff capable to manage the activities in Cameroon;
· a constant local market that can offer a significant business potential, to justify the cost of such a structure.
The steps for establishing a branch in Cameroon are:
a. Preparation of documents
1. Request for criminal record and copy of identity documents
2. Collection of criminal records and certified copies
b. Authentication of records of minutes
1. Request for the deed of minutes deposit with a notary
2. Signature of the deed of minutes deposit
3. Request for registration of the deed of minutes deposit
4. Collection of the registered deed of minutes deposit
c. Registration of the branch in the Trade Register
1. Application for registration of the branch at RCCM
2. Collection of the registration documents of the branch at RCCM
d. Publication in the legal notices
1. Request for publication in the legal notices;
2. Collection of the papers containing the publication
e. Withdrawal of documents of the branch at the notary
Collection of the registration documents of the branch at the notary office
Finally, it should be noted that if the branch belongs to a foreigner (an individual or a legal entity located outside the OHADA area), it must be transferred to an existing or future legal entity of one of the States Parties no later than two years after its creation.
Article by CHUO ANGABUA JUNIOR
‘’The content of this article is intended to provide a general guide to the subject matter. We advise specialist advice be sought depending on your specific circumstance’’
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