TRANSFORMATION OF A COMMERCIAL COMPANY IN CAMEROON FROM A PUBLIC COMPANY TO A PRIVATE COMPANY AND VICE VERSA

TRANSFORMATION OF A COMMERCIAL COMPANY IN CAMEROON FROM A PUBLIC COMPANY TO A PRIVATE COMPANY AND VICE VERSA

HOW TO TRANSFORM A COMPANY IN CAMEROON:

Transformation of a company in Cameroon is an operation whereby the company changes its legal form by the decision of its members. Normal transformation of a company shall not result in the creation of a new corporate person.

1. • It shall merely constitute an amendment of the Articles of Association and shall be subject to the same conditions of form and time limits as the company, subject to the provisions below.

• • Nevertheless, the transformation of a company in which the members’ liability is limited to their contributions into one in which their liability is unlimited shall be decided upon unanimously by the members. All provisions to the contrary shall be disregarded.

• • The transformation shall take effect from the day the decision to record it is taken. However, it may only be invoked against third parties after compliance with the publication formalities provided in Article 265 OHADA Uniform Act

• • Transformation shall have no retrospective effect in Cameroon.

• • The transformation of the company in Cameroon shall not entail the closing of accounts where it occurs in the course of the fiscal year unless otherwise decided by the members.

• • The summary financial statements of the fiscal year during which the transformation took place shall be adopted and approved according to the rules governing the new legal form of the company. The same shall apply to the distribution of profits.

• • The decision to transform the company shall put an end to the powers of its administrative or management authorities.

• • Persons who were members of such organs may claim damages for the transformation, or the cancellation thereof only where such transformation was decided with the sole aim of infringing their rights.

• • The management report shall be prepared by the former and actual management authorities, each for its own management period.

• • The rights and obligations contracted by the company under its old form shall remain valid under its new form. The same shall apply to guarantees unless otherwise provided in the instrument providing the guarantees.

• • In case of transformation of a company in which the members’ liability is unlimited into one in which their liability is limited to their shares, creditors whose claims are prior to such transformation shall maintain their rights over the company and the members.

• • The transformation of a company shall not terminate the duties of the auditor where the new corporate form requires the appointment of an auditor.

• • However, where such an appointment is not required, the auditor’s duties shall end with the transformation, unless the members decide otherwise.

• • The auditor whose duties end pursuant to the provisions of paragraph two of this article shall nevertheless report on his activities for the period between the beginning of the fiscal year and the date of cessation of his duties to the meeting of members convened to adjudicate on the accounts of the fiscal year during which the transformation took place

• • Where, after transformation, the company no longer has any of the corporate forms provided in this Uniform Act, it shall lose its legal personality if it engages in any commercial activity.

PUBLICATION FORMALITIES FOR THE TRANSFORMATION OF A COMPANY

Where a transformation decision is taken:

• it shall be published in a newspaper empowered to publish legal notices in the State Party of the registered office and, as the case may be, in the State Parties where a public call for capital is made;

• two copies of the minutes of the meeting which decided on the transformation and of the decision to appoint the members of the new organs of the company shall be deposited at the registry of the court in charge of commercial matters at the registered office of the State Party;

•  the amendments shall be entered in the Trade and Personal Property Rights Register.

• The new Articles of Association, the declaration of regularity and conformity and, as the case may be, two copies of the report of the auditor responsible for assessing the value of the company’s assets shall equally be deposited at the court registry.

• Notice of the transformation shall be deposited at the office in charge of mortgages where the company owns landed property falling within the category of real estate in respect of which all transactions have to be published.