According to Article 3 of the Uniform Act relating to Commercial Companies and Economic Interest Groups in Cameroon, any person, whatever their nationality, wishing to engage in the form of a company shall choose a form of company, which suits the activity, envisaged from among those provided by the Organization for the Harmonization of Business Law in Africa (OHADA) Law.
The regime and activities of an offshore maritime and classification society company in Cameroon is regulated by the CEMAC Merchant Shipping Community code of 3 August 2001 as amended on the 22nd August 2012.
What is an offshore maritime company in Cameroon?
An offshore maritime company is a company which offers a range of marine services such as supporting oil and gas operations, engineering and project management, renewable energy and transmission, offshore construction and installation, offshore survey and positioning.
What is a classification society company in Cameroon?
A classification society company in Cameroon is a company specialized in the inspection of vessel structures during construction and commissioning to confirm that the ship designs and technical standards meet with class rules. They set technical standards based on their expertise in the shipping industry, experience and research.
Does an offshore maritime and classification society company in Cameroon need approval?
Yes, from the ministry of transport specifically under the maritime directorate in Cameroon.
Under what conditions can an approval/authorization be granted to a registered offshore maritime and classification society company in Cameroon?
The maritime authorities will have to evaluate the technical standards and competence of the Cameroon registered company in view to render offshore maritime services and services on vessels before an approval/authorization to operate will be granted.
How many shareholders should an offshore maritime and classification society company have upon registration in Cameroon?
The company can have as many shareholders as possible. The shareholders can be physical persons or legal persons. However, the shareholders should not be prohibited by the factors of being a convict, bankruptcy or not legally qualified to own shares in a company.
What should promoters look out for prior to register an offshore maritime and classification society company in Cameroon?
The promoters should ensure that they are qualified to be awarded a license/authorization to operate by the Ministry of transport in Cameroon.
The promoters should ensure that the services their company seeks to offer meet the required technical standards of the industry.
The promoters should also ensure they are not barred from registering a company under Cameroon law.
Under what type of company can an offshore maritime and classification society business be registered in Cameroon?
An offshore maritime and classification society business can be registered under two forms of companies. A private limited company and a public limited company. This will be based on the minimum share capital to be contributed by the founders upon incorporation of the company.
What are the contributions to be paid to the capital of an offshore maritime and classification society company in Cameroon?
Cash contribution, Service contribution and Contribution in kind.
Can a shareholder of a registered offshore maritime and classification society company in Cameroon be a manager?
Yes.
Can a foreign national own 100% shares of an offshore maritime and classification society company in Cameroon?
Yes
What are the mandatory requirements for promoters wishing to register an offshore maritime and classification society company in Cameroon?
Promoters wishing to register an offshore maritime and classification society company in Cameroon must fulfil the following mandatory requirements;
- Must possess a valid Passport or National Identity Card.
- Must be of age 18 years and above.
- Must not be bankrupt from their country of origin.
- Must provide an authorizing document from the parent company if a subsidiary company to be registered in Cameroon.
- Must not suffer from insanity.
- Must possess good criminal records, which is evidenced by a non-crime certificate.
Can an offshore maritime and classification society company in Cameroon be registered but not operate?
Yes. If the company has not been granted the authorization from the Ministry of transport.
What is the prove that an offshore maritime and classification society company registered in Cameroon is operational?
For an offshore maritime and classification society company registered in Cameroon to be fully operational, it must show proof of the following;
- A certificate of Incorporation
- An MO Form registration license
- A tax payer’s registration number
- A notarized lease agreement
- A location plan
- A certificate of non-indebtedness
- An attestation of Bank account creation
- A physical office location
- A matriculation number from the National Social Insurance Fund for the newly registered company in Cameroon
- A matriculation number per staff/worker from the National Social Insurance Fund
- An authorization from the ministry of transport.
What information is required to register an offshore maritime and classification society company in Cameroon?
To register an offshore maritime and classification society company in Cameroon, the corporate attorney is enjoined by law to request some mandatory information from the company promoters/ founders. This information enables the registration the company in Cameroon to be successful irrespective of whether the founders/promoters are in Cameroon or abroad.
In accordance with section 262 of the Uniform Act relating to commercial companies and economic interest groups of the OHADA Law, the following information is required from the company founders;
- Name of company
- Form of company (Public Limited Company or Private Limited Company)
- Objectives of the company
- Copy of shareholder(s) identification documents
- Non-crime certificate
- Company startup capital
- Copy of identification document of company Manager or General Manager etc.
What documents have to be established by the corporate attorney? Legal assistance to register an offshore maritime and classification society company in Cameroon.
The corporate attorney is to establish the following documents which will be subject to registration;
- Memorandum and Articles of Association of the company
- Notarized statement of subscription and payment of shares
- Notarized certificate of appointment of company manager
- Declaration of Regularity and Conformity with the OHADA Law
- Notarized list of company shareholder (s) and company manager (s)
- Location sketch of business premises.
Documents delivered upon completion of the registration process
- A certificate of Incorporation
- An MO Form registration license
- A tax payer’s registration number
- A notarized lease agreement
- A location plan
- A certificate of non-indebtedness
What are the administrative bodies involved of the registration process?
- The Court of First Instance
- The Stamp Duty Office
- The Tax Office
- The Company Registration Office
- The Ministry of Transport.