A branch does not have independent legal personality separate from the company or owner. It shall be governed by the national law of the Member State. However, it must be entered in the commercial register. Local representatives (directors, company secretaries and auditors) are required. The revised law on commercial companies created the SAS (articles 853-1 to 853-23), which is inspired by the French SAS model. The SAS offers shareholders and managers much more flexibility than the public company, which has been the most widely used vehicle for the implementation of foreign investments in Africa. With the establishment of SAS, the OHADA zone benefits from a type of company better suited to investment operations than in other countries with equally dynamic economies. Article 114 of the revised Commercial Companies Act stipulates that partners may agree not to register a company. The unregistered company (which may be a joint venture) has no legal personality and is not subject to registration with the RCCM. Limited liability company (SARL) An existing or future company must be linked to a branch no later than 2 years after the creation of the branch, unless exempted by the Minister responsible for trade in the country of origin. For this purpose, a notarized resolution of the parent company authorizing the opening of a branch of that company abroad is required. The minimum share capital is 10 million CFA francs (approximately 15,249 euros).
The nominal value of the shares is freely determined in the articles of association. If the company wishes to call on the capital from the public, the minimum share capital of the company must be 100 million CFA francs (152,490 euros). The directors of the Corporation (i.e. B. Board) are responsible for the management of the Corporation and, as such, are accountable to shareholders. This flexibility will make it possible to define governance arrangements adapted to the different profiles of investors in private equity operations, but also in joint ventures between a local partner (e.g. a national company) and a foreign partner. According to Article 116 of the Uniform Law on Commercial Companies, a branch is a commercial or industrial establishment or service provided by a company or individual that acquires a certain degree of management autonomy. The branch may be established by a company or a natural person. Unlike other forms of corporate structures, the shares of a public limited company cannot constitute contributions from shareholders.
Article 865 of the revised Uniform Law on Commercial Companies provides that, where two or more natural or legal persons have constituted between them one of the companies recognized under the revised Uniform Law on Commercial Companies, but the incorporation of that company is affected by an error which has not been corrected, or where such persons have incorporated a corporation that is not part of the Uniform Business Companies Act. Such a corporation is considered a de facto corporation. If an organization is recognized as a common-law partnership, the rules governing partnerships (SNCs) apply to that corporation. Articles 854 et seq. of the revised Commercial Companies Act and the articles of association applicable to general partnerships (SNC) also apply to this unregistered company, in particular to the liability of shareholders, which may be unlimited. Article 864 of the revised Uniform Law on Commercial Companies provides that an organization is considered a de facto incorporated company if two or more natural or legal persons act as partners without having formed one of the companies recognized under the revised Uniform Law on Commercial Companies. If an organization is recognized as a de facto corporation, the partnership provisions of the revised Commercial Companies Act apply to the corporation. A public limited company is managed by a general administrator or a board of directors, which depends in particular on the number of shareholders. Joint venture Every year, the Cameroonian National Assembly promulgates a new financial law. The 2022 finance law will soon be approved by the government; It is already known that it is considering introducing a tax on money transfers nationwide, with the exception of bank transfers and transfers to pay taxes. This tax would be set at 0.2% of the amount for transfers and 0.1% for withdrawals. The government plans to reduce the cost of corporate restructuring from 2022; For this reason, it intends to reduce the registration fee rate for large transfers of company rights from 15% to 5%.
In addition, with the advent of the 2021 Finance Law, entrepreneurs now receive a unique tax identification number when they open a business in Cameroon. This tax identification number, known as a unique identification number, is issued to entrepreneurs as soon as they begin the business registration process. Any institution or sole proprietor who creates a company in Cameroon receives this unique identification number from the Directorate General of Taxes. The number is assigned permanently as soon as the taxpayer is actually resident and only after the taxpayer has applied for registration of the business. An SAS can be registered without a minimum capital requirement and have legal and natural persons as shareholders. The type of governance is flexible and can be adapted to the needs of shareholders. The Uniform Law on Commercial Companies provides that, subject to compliance with mandatory rules (e.g. representation of the company by a chairman, exclusive power of the general meeting of shareholders for certain decisions of the company, e.g. with regard to annual accounts and profits, share capital and the transformation of the company), the statutes of the SAS may freely provide for the organization, management and operation of the company. This includes the possibility of appointing managing directors, deputy managing directors, a chairman and a supervisory board. Article 309 of the Uniform Law on Commercial Companies provides that a limited liability company is a company in which the partners are liable for the debts of the company only to the extent of their respective contributions, and the rights of the partners are represented by the number of shares of the shareholder of the company.
A limited liability company may be formed by a natural or legal person or between two or more natural or legal persons. The company is managed by one or more natural persons (managers) designated in the articles of association or in a subsequent act of the company. The minimum share capital required to form a corporation is $1,852. A limited liability company must be managed by 1 or more natural persons, whether or not they are shareholders of the company. They must be appointed by the shareholders in the articles of association or in a subsequent deed. The decision must be taken by a majority of shareholders holding more than 50% of the share capital. These decisions must be notarized and the maximum duration is 4 years, renewable. The deadline for these appointments, including legalization procedures, is between thirty and sixty days. Our firm has the necessary know-how and experience with regard to these rules and procedures. Thanks to our high-quality services, we have been able to satisfy and impress many of our national and international customers in all their business affairs.
The following steps are required for the incorporation of a company: Article 385 of the Uniform Law on Commercial Companies provides that a joint-stock company is a company in which the shareholders are liable for the debts of the company, to the extent that their contributions and the rights of shareholders are represented by the shares. The main difference between a limited liability company and a liability company is that the corporation can make calls for capital to the public.
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