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Doing and aiming to do business creating a company in Cameroon, the Legal System has adopted the harmonized business laws as applicable to all member States of the CEMAC region in functionality.
The harmonized Business Law (OHADA), which is enforceable in Cameroon covers formation and incorporation of companies in Cameroon, commercial transactions in Cameroon, recovery of debts in Cameroon, insolvency issues in Cameroon, arbitration and enforcement of court judgments.
However, in this regard we will be focusing on formation and incorporation of Public Limited Company(PLC) in Cameroon as regulated by the Uniform Act relating to Commercial Companies and Economic Interest Groups.
Neneng Law Office, Law firm in Cameroon, lawyer in Cameroon as its core practice involves in company and corporate practices.
Hence the form and management of a public limited company can be one either one with a board of directors or with a managing partner, multiple shareholders or a single shareholder.
Formation and incorporation, although often used interchangeably, convey different aspects of creation when it comes to public limited companies (PLC) in Cameroon.
The OHADA Uniform act relating to commercial companies and economic interest groups outlines the difference between formation and incorporation of a public limited company.
Formation of a public limited company, however, comes into effect immediately after the signature of the article of association by the shareholders while Incorporation comes into effect immediately the company has been registered with the credit and personal property registry.
It is imperative these trench aspects in the creation of a public limited company are identified and been concise in the whole process.
Hence, a public limited company in Cameroon shall be known by their Company names, legible followed by the words Public Limited Company(PLC) abbreviation.
What Is The Authorized Share Capital In The Formation And Incorporation Of A Public Limited Company(Plc) In Cameroon?
Being a type of company in Cameroon, a public limited company as the name sounds has an authorized share capital different from any other type of company in Cameroon.
A public limited company in Cameroon shall have an authorized share capital of Ten Million Franc (10,000,000 FCFA), which is divided into shares of a total face value of not less than Ten thousand francs. The share capital of a public limited company must be fully inscribed in the article of association as agreed upon by the shareholders during the first Constituent General Meeting of the company.
Moreover, upon formation and incorporation the requires at least ¼ of a company’s face value of shares representing contribution in cash shall be paid up during capital subscription.
Hence the company shall have a lapse time of within a duration of 3years to pay the face value of shares, representing a total sum of 1000000 from the moment of registration of the company in the Trade and Personal Property Credit Register.
Its administration is defined in its article of association which shall be
(a) a public limited company with a board of directors
(b) that with a managing director and
(c) with a single shareholder.
However, the regime of administration can be changed at any time by an amendment of the article of association in extraordinary general meeting of shareholders.
Any amendment affected shall notify and be entered in the Trade and personal property credit register.
In Cameroon per the provisions of the Uniform Act on commercial companies and economic interest groups, company formation with not up to 3 shareholders shall not constitute a board of directors but may appoint a managing director responsible for administration and managing the company. Such Managing director shall be designated by article of association by constituent general meeting and most be appointed among the shareholders of the company.
They are reasonable for all the decisions taken on behalf of the company, which shall be in the form of minutes filed in the records of the company.
All subscriptions for shares in the company representing contribution in cash shall be established by an allotment letter. This allotment letter shall be prepared by the founder of the company.
Hence, allotment letters shall be of two copies, one for the company being formed and the other for the notary public responsible for drawing up the statement of subscription and payment of subscribed shareholders.
Formation And Incorporation Of A Company With Contribution In Kind In Cameroon
Contributions in kinds shall be evaluated by a share auditor, who shall be chosen from the list of auditor as inscribed in the Uniform Act at the request of the company’s shareholders.
The share auditor is responsible for describing each contribution in kind, its value, method of evaluation asserting such contributions in kind corresponds to the face value of the shares to be issued.
It shall be established by the managers of the company made in a document certified by a notary public referred to as Notarial statement of subscription and payment.
This notarial statement shall be a Notary public acknowledge the amount subscribed corresponds to the amount appearing on the allotment letters. Hence corresponding to the amount deposited at his law office.
Public companies in Cameroon are companies whose shares are open to the public, and are managed either by a Managing Director or with a Board of Directors. Its share capital shall be from 10 million and above.
Its registration process shall be in two phases, formation of a PLC, which shall be upon signing of the article of association and incorporation of a PLC which shall be upon registration at the Trade and Personal Property Credit Register.
