The steps to register a startup in Cameroon varies between a startup company and a startup business. The concept of a business according to the OHADA law ( https://www.droit-afrique.com/uploads/OHADA-Uniform-Act-1997-commercial-companies.pdf) is widely interpreted to mean an enterprise or sole proprietorship in Cameroon. The increase in opportunities in the Cameroon business climate has led to the increase in the number of startup registration specifically in the digital sector of the economy.

It is important for interested persons to know the difference between setting up a business startup or a company start up in Cameroon. In this regard, we will evaluate the difference in procedural steps to register a startup in Cameroon for a business/enterprise and a company.

• The steps to register a business startup in Cameroon

One of the aspects of the steps to register a startup in Cameroon is the registration of a business startup. The registration of a business startup is quite easier than a company startup. The steps for the registration of a business startup is as follows;

Step 1. Choose a business name

Step 2. Choose the business objectives

Step 3. Choose a business address

Step 4. Choose the business promoter

Step 5. Register the business

Step 6. Register the business for tax declarations

Step 7. Register the business at the National Social Insurance Fund

One of the required steps to register a startup in Cameroon is to engage the company registration process. https://www.international-powerlaw-alliance.com/business/how-to-register-a-company-in-cameroon-7-steps/ ,  https://www.international-powerlaw-alliance.com/business/requirements-to-register-a-company-in-cameroon-2-phases/ , https://www.international-powerlaw-alliance.com/business/how-to-register-a-company-in-cameroon-7-steps/.

How to Register a company in Cameroon

Step 1: Select your company type

One of the first steps to register a startup in Cameroon for every interested person to is to select the type of company. In accordance with the OHADA Law https://www.droit-afrique.com/uploads/OHADA-Uniform-Act-1997-commercial-companies.pdf the following types of companies can be selected by a person to be registered in Cameroon;

• A Limited Liability Company or a Private Limited Company (Société à Responsabilité Limitée – SARL)
• Public Limited Company (Société Anonyme – SA)
• Private Company (P.C)

Step 2: Select a company name

One of the tenets of the steps to register a startup in Cameroon is to select a suitable name for the company. The selection must be done with due diligence and proper consultancy with a corporate attorney in order to avoid the name of the company being rejected for the following qualities;

• Misleading to the Public
• Immoral in nature
• Offensive in nature
• Contrary to public policy

Step 3: Select company personnel (Shareholder(s), Manager(s), Director(s) and Auditor(s)

One of the tenets of the steps to register a startup in Cameroon is to select the personnel required for the registration process to be complete. This selection will be dependent on the type of company the interested person has decided to register in Cameroon. The distinction as per the types of company is as follows;

Public Limited Company (Société Anonyme – SA)

• Shareholder(s),
• Directors(s), and
• Auditors

Limited Liability Company (Société à Responsabilité Limitée – SARL)

• Shareholder(s), and
• Manager(s)

Private Company

• Trader(s) and
• Manager(s)

In addition to the above selection criteria per type of company, one of the principles of the steps to register a startup in Cameroon ( https://www.international-powerlaw-alliance.com/registration/register-a-company-in-cameroon/ ) is to ensure that all the selected personnel meet the general requirements as follows;

• Must possess a valid passport or ID Card.
• Must be of age 18 years and above.
• Must not be bankrupt from their country of origin or Cameroon.
• Must provide an authorizing document from the parent company if a subsidiary company is to be registered in Cameroon.
• Must not suffer from insanity.
• Must possess a good criminal record which is evidenced through a non-crime certificate.

Step 4: Select the amount of Share Capital

The process of accomplishment of the steps to register a startup in Cameroon entails the interested person to decide how much share capital should be allocated to the company. In this regard, the share capital to be decided are as follows;

• Less than 1,000,000 XAF (Seing privé)
• Less than 10,000,000 XAF (Limited Liability Company /Société à Responsabilité Limitée – SARL)
• Above 10,000,000 XAF (Public Limited Company/ Société Anonyme – SA)

Step 5: Register your company

How to Register a company in Cameroon

Step 6: Register for tax declarations

This aspect of the procedure to register a company in Cameroon is fundamental for the company to commence operations. www.impots.cm

At this stage, the directorate of taxes in Cameroon issues to the company a document called a certificate of non-indebtedness (Certificat de non redevance). This document permits a company to have a bank account opened in any accredited commercial bank in Cameroon and begin operations.

The Certificate of non-indebtedness is renewed every three months and it is the basis upon which a company can declare its taxes every 15 of the next month. www.impots.cm ,  https://www.international-powerlaw-alliance.com/business/tax-compliance-in-cameroon/

Step 7: Register at the National Social Insurance Fund

Upon the fulfilment of the procedure to register a company in Cameroon, the company and the workers have to get registered at the National Social Insurance Fund in view to ensure the protection of both the employer and employee in cases of industrial accidents, occupational sickness, Pension etc. https://www.cnps.cm/index.php/en/cnps/missions

ARE THERE ANY SPECIAL REQUIREMENTS TO ACCOMPLISH THE STEPS TO REGISTER A STARTUP IN CAMEROON?

There are certain special requirements which must be met in view to accomplish the steps to register a startup in Cameroon. These requirements depend on whether the startup is a business startup or a company startup.

Special Requirements to Register a Business Startup in Cameroon

One of the special requirements to register a business startup in Cameroon is when it concerns a business aimed at providing health oriented services. Such a business startup must have certified health personnel as the promoter before it can be registered. https://www.international-powerlaw-alliance.com/practice-blog-categories/health-law/

Special Requirements to Register a Startup Company in Cameroon

Personnel Quality: This as a special requirement to accomplish the steps to register a startup in Cameroon require persons of particular training and qualification to enable the startup company to be registered.

1. A Pharmacy company must have licensed pharmacist enrolled in the order of pharmacy in Cameroon to operate.
2. A medical Laboratory company must have a person with a diploma in C.E.S in applied immunology, bacteriology, virology, medical biochemistry etc as the director to operate.
3. A Micro finance company must have a manager who is the holder of a second degree Advance Level Certificate and professional experience of 5 years in the domain of banking, associations or cooperatives, or Degree in economics, banking, finance, law or management to operate.
4. Bank companies must have their managers approved by the monetary authority upon assent of the banking commission.
5. Companies engaged in the manufacture, wholesale or distribution of drugs, wound care products and articles must have as their manager a pharmacist enrolled in the order of pharmacist in Cameroon.
6. Hospitals and Medical clinics must be managed by physicians enrolled in the order of physicians in Cameroon.

Shareholding Structure

As one of the requirements to accomplish the steps to register a startup in Cameroon, there are peculiar companies which can only be registered based on the foundation of a license exclusively awarded to a person of Cameroonian nationality. In such situations, any expatriate desirous to invest in such company venture in Cameroon must have the Cameroonian in possession of the license as a shareholder. Examples of such companies are health companies, forestry companies etc.

• PHASE 1: GENERAL REQUIREMENTS TO REGISTER A COMPANY IN CAMEROON

1. Information Requirements to register a company in Cameroon

Company name: As one of the requirements to register a company in Cameroon, the company name is a very important one because a company can not operate without a name. however, the name selection process must be conducted with utmost due diligence to avoid trademark litigation. https://www.international-powerlaw-alliance.com/business/copyright-and-trademark-registration-in-cameroon/

The type of company: This requirement to register a company in Cameroon is very essential to determine the nature of personnel to constitute the articles of association of the company and the share capital needed.

The company address: This requirement to register a company in Cameroon is very important as it determines the location of the company for tax control measures. www.impots.cm

The company share capital: This required information is necessary to determine what category of company will be registered. A share capital of 1,000,000Fcfa is that of a Private limited company and the share capital of 10,000,000Fcfa is that of a public limited company.  https://www.droit-afrique.com/uploads/OHADA-Uniform-Act-1997-commercial-companies.pdf

The company share holding ratio: This information is necessary to know how shares are allocated between the founders prior to the registration process. It also determines the voting rights of partners of the company.

Contributions: This information as an essential requirement to register a company in Cameroon in view to ascertain the particulars of contribution by the founders. Contributions to a company’s capital are in cash, services, in kind etc. https://www.international-powerlaw-alliance.com/registration/register-a-company-in-cameroon/

Shareholder information: This information is an important requirement to register a company in Cameroon as it provides the identity of each shareholder and also helps to confirm the eligibility of the shareholder.

Information of manager/director/auditor: This information as one of the requirements to register a company in Cameroon is a determinant factor to set up the management and audit bureau of the company. It illustrates the office, powers, remuneration, appointment and dismissal of members of the management and audit department of the company. https://www.droit-afrique.com/uploads/OHADA-Uniform-Act-1997-commercial-companies.pdf

Life span of company: The interested promoter is supposed to give information on the lifespan of the company to be registered in Cameroon. The lifespan usually given by promoters is 99 years.

Bank account management: This information as a requirement to register a company in Cameroon is important as it helps to determine the personnel to open the company account and manage finance transactions of the company.

2. Document requirements to register a company in Cameroon

As an important aspect of accomplishing the requirements to register a company in Cameroon, the promoter has to furnish a list of documents to be used in the company registration process. They are as follows;

• For a Physical Person as shareholder

A copy of a valid Identity Card or Passport

A copy of a non-crime certificate

• For a Legal Person as shareholder

Copy of certificate of incorporation

A copy of company resolution authorizing the creation of the Cameroon company

A copy of company resolution mandating a physical person to represent the company as shareholder

A copy of Identity Card or Passport of the mandated person

• For Manager(s)/Director(s)

A copy of Identity Card or Passport

A copy of a non-crime certificate

• For Auditors

A copy of qualifying certificate

Documents required for the Company to be Registered in Cameroon

• Articles of Association duly signed by the shareholders and stamped: This is the governing document of the company. It contains all the principles by which the company will be recognized and managed during its active years of existence and operation. Without this document, a company cannot function in Cameroon.

• Notarized certificate of appointment of company manager/Director: This document is certified by a Notary and it attests to the persons being selected by the company founders to manage the company. According to the OHADA Law, as one of the requirements to register a company in Cameroon, the persons to be chosen for this office must fulfil certain qualities.

• Certified Location plan of company by the tax bureau: This document is a drafted sketch map which illustrates the location of the company. This sketch map is required by banks, the National Social Insurance Fund and the Tax Bureau (www.impots.cm ) for control activities.

• Commercial lease agreement duly registered at the tax bureau: This document is proof that the company has acquired a location in which its activities will be engaged. The lease agreement as one of the requirements to register a company in Cameroon is necessary for the evaluation of the tax rate in view to issue a certificate of non-indebtedness.

• Notarized statement of subscription of company shares: This is a very important document as concerns the requirements to register a company in Cameroon. It doesn’t only list out the shareholders of the company to be registered, but it also shows the shareholding ratio of all shareholders. This document must be established by a Notary as it forms the certified agreement of the shares allocated per shareholder in the company. Thereby avoiding litigation between shareholders in the future of the company.

• Notarized declaration of conformity and regularity to the OHADA Law: This is a sworn document before the notary by the manager of the company stating that the company will adhere to the provisions of the OHADA Law during its life time and operations. As one of the requirements to register a company in Cameroon, it is important for such a sworn document to be attached to the company Articles of Association.

• Notarized list of company shareholders

As part of the general requirements to register a company in Cameroon, every shareholder, manager, director and auditor must have the following status;

To be of 18 years of age and above

Not to suffer from any incapacity or insanity of a nature to prevent the understanding and engagement of the duty

Not to have been bankrupt

To have a good moral and criminal record.

More information can be seen in the link: https://www.international-powerlaw-alliance.com/business/how-to-register-a-company-in-cameroon-7-steps/

• PHASE 2: SPECIAL REQUIREMENTS TO REGISTER A COMPANY IN CAMEROON

Apart from the general requirements to register a company in Cameroon, some companies need special requirements by virtue of the laws that regulate their existence, activity and operation. Some of such companies are as follows;

• Special requirements to register a Finance Company in Cameroon (BANK, MICROFINANCE, FINTECH)

Management

One of the requirements according to the COBAC regulations, is for a payment service provider company to have an accredited licensed manager within the meaning of the finance law.

Audit

According to the COBAC regulations, a payment service provider company must fulfil as one of its requirements to register the company in Cameroon, the inclusion of two CEMAC accredited auditors in its articles of association.

The source of such registration can be seen in: https://www.international-powerlaw-alliance.com/registration/register-a-micro-finance-in-cameroon/ , https://www.international-powerlaw-alliance.com/registration/bank-registration-in-cameroon/

• Special requirements to register a health company in Cameroon (PHARMACY, LABORATORY, HOSPITAL)

Shareholder

Pharmacy: The shareholder of a pharmacy company in Cameroon must be a Cameroon licensed pharmacist.

Management

Pharmacy: As one of the special requirements to register a company in Cameroon, a pharmacy company must by managed by a licensed pharmacist.

Laboratory: A medical laboratory company must be managed by a certified Lab technician.

Hospital: A hospital must be managed by a certified medical doctor.

• Special requirements to register a wood exploitation company in Cameroon by a foreign national

Shareholder

A wood exploitation company in Cameroon must have a Cameroonian as one of the shareholders in whose name the exploitation license will be issued.

More information can be found in the link: https://www.international-powerlaw-alliance.com/registration/steps-to-register-a-wood-exploitation-company-in-cameroon/

• Special requirements to register an insurance company in Cameroon

Management

As one of the special requirements to register a company in Cameroon, an insurance company registration process must fulfil the following condition as regards the directors;

• Have a postgraduate degree in insurance or actuarial science and at least five years’ professional experience in a senior management position in an insurance company, an insurance organization, an insurance brokerage firm or an insurance supervisory authority.
• Or have a higher education degree in economics or law with 5 years’ experience in a management position in a financial company;
• Or have a higher education qualification with at least ten years’ experience in a senior management position in a company or government department;

More information can be found on the link: This https://www.international-powerlaw-alliance.com/registration/register-an-insurance-company-in-cameroon/

DOCUMENTS DELIVERED AFTER SUCCESSFUL REGISTRATION OF A COMPANY IN CAMEROON

• Certificate of Incorporation
• Certificate of business registration
• Memorandum/Articles of association duly stamped
• Notarized statement of subscription of Shares
• Tax Payer’s Card
• Duly signed notarized sketch
• A business License
• A Special license for companies which need special authorization

The firm has simplified the management of corporate law matters in Cameroon by including among its workforce not only competent corporate lawyers, but other professionals and consultants skilled in other aspects of company matters such as tax, audit, insurance, labour and employment, contracts etc.

With the increase in business and investment opportunities in Cameroon, International Power law Alliance has situated herself as a major and top-tier corporate law firm in Cameroon.

Before illustrating our top-tier corporate law services in Cameroon, it is imperative we examine the following aspects touching on corporate law in Cameroon;

CORPORATE LAW AND CORPORATE PRACTICE IN CAMEROON

Corporate law in Cameroon is the body of law governing the rights, relations, and conduct of persons, companies, organisations and businesses whilst corporate practice in Cameroon generally refers to the representation of companies in a broad sense as regards corporate governance and compliance, securities, mergers and acquisition etc.

BUSINESS LAW IN CORPORATE PRACTICE IN CAMEROON

Business law is the group of rules that govern relationships, dealings, transactions between individuals or companies involved in commercial matters in Cameroon. Business law is the foundation upon which corporate practice in Cameroon can be exercised. These laws can be enacted by national or international legislation.

TAX LAW IN CORPORATE PRACTICE IN CAMEROON

Tax law is a set of enacted legislation used by the state to collect taxes through prescribed rules and procedures in a legal context. Understanding tax law in corporate practice in Cameroon is important for individuals and businesses of all levels. A proper mastery of the tax law in corporate practice in beneficial to reduce tax burden for businesses, avoid tax litigation and make informed decisions about financial future.

CONTRACT LAW IN CORPORATE PRACTICE IN CAMEROON

Contract law is a set of rules and principles that encompasses both the origination, enforcement and ultimate enactment of all legal contracts in Cameroon. Contract law plays a critical role in business law by providing a legal framework for parties to enter into agreements with certainty of the business transactions, facilitating commerce and encouraging trust, fair dealing and good faith.

INTELLECTUAL PROPERTY LAW IN CORPORATE PRACTICE IN CAMEROON

Intellectual property law deals with laws to protect and enforce rights of the creators and owners of inventions, designs, brands, music and other works. Intellectual property law is important in corporate practice in Cameroon because it touches on aspects like trademarks, copyright, patents and trade secrets. Intellectual property gives the owner the opportunity to share their creations with limited competition and protects the competitive position of the company.

DEBT RECOVERY LAW IN CORPORATE PRACTICE IN CAMEROON

Debt recovery law is the set of rules which govern the legal process to be engaged to collect payments from individuals or businesses that owe money to a creditor. Debt recovery is very important in corporate practice in Cameroon because it helps to ensure that creditors are paid for the goods and services they provide. Though it can be a complex procedure, it is however important in maintaining financial stability and ensuring that businesses can continue to operate.

FINANCE LAW IN CORPORATE PRACTICE IN CAMEROON

Finance law is the law and regulation of the commercial banking, capital markets, insurance, derivatives and investment management sectors. Corporate finance plays a key part of any growing business needing to finance its operations and ensure that its structure complies with the legal and regulatory constraints of the region of operations.

TRADE LAW IN CORPORATE PRACTICE IN CAMEROON

Trade law defines the flow of goods and services between and across states and regional trade areas. Trade law is characterized by a large number of multilateral and bilateral treaties among states. Trade law helps corporate lawyers better master the issues affecting the operations of business in Cameroon.

ATTRIBUTES OF International Power law Alliance AS A TOP-TIER CORPORATE LAW FIRM IN CAMEROON

The services rendered by the firm covers a wide range of corporate issues which affect company life in Cameroon.

As a corporate law firm in Cameroon, we strive to ensure that client have a feel of our one stop shop structure which serves as the platform through which numerous corporate related matters can be handled. Some of such corporate law services touches on the following industries and services;

1. Companies ( https://www.international-powerlaw-alliance.com/practice-blog-categories/corporate-practice-blog/ )
2. Employment and Labour ( https://www.international-powerlaw-alliance.com/practice-blog-categories/employment-and-labour-matters/ )
3. Debt Recovery ( https://www.international-powerlaw-alliance.com/practice-blog-categories/debt-recovery/ )
4. Banking and finance ( https://www.international-powerlaw-alliance.com/practice-blog-categories/banking-and-finance/ )
5. Immigration ( https://www.international-powerlaw-alliance.com/practice-blog-categories/immigration/ )
6. Health and safety law ( https://www.international-powerlaw-alliance.com/practice-blog-categories/occupational-health-and-safety/ )
7. Pharmaceutical and Health ( https://www.international-powerlaw-alliance.com/practice-blog-categories/health-law/ )
8. Oil, Gas and Energy ( https://www.international-powerlaw-alliance.com/practice-blog-categories/oil-and-gas/ )
9. Real Estate ( https://www.international-powerlaw-alliance.com/practice-blog-categories/land-matters/ , https://www.international-powerlaw-alliance.com/practice-blog-categories/tenancy-matters/ )
10. Mining ( https://www.international-powerlaw-alliance.com/practice-blog-categories/mining-law-practice/ )
11. Franchising
12. Sports ( https://www.international-powerlaw-alliance.com/practice-blog-categories/sports-matters/ ) 
13. Contracts ( https://www.international-powerlaw-alliance.com/practice-blog-categories/contract-law-blog/ )
14. Communication

At International Power law Alliance, clients can trust their business and corporate matters to be handled with professionalism and expertise. We are open to online consultation through our website 24/7 to ensure that client satisfaction is guaranteed.

International Power law Alliance is the right top-tier corporate law firm in Cameroon to handle your legal matters and provide cost effective solutions.

Form of the transfer

According to article 317 of the OHADA Law of 2014, Inter vivos equity interest transfer shall be done in writing.

It is enforceable against the company only after the completion of one of the following formalities:

1°) Notice of the assignment to the company by deed of a bailiff or notification by any means allowing to establish actual receipt by the addressee;

2°) Acceptance of the transfer by the company in an authentic deed;

3°) Deposit of an original copy of the transfer deed at the headquarters against receipt from the manager of a certificate of deposit.

The transfer is enforceable against third parties only after completing one of the above formalities and after filing with the registry of commerce and securities.

Terms and conditions of the transfer (Transfer between members)

The articles of association freely organize the procedures for the transfer of equity interests between members. Failing this, the transfer of equity interests between partners shall be free.

The articles of association may also organize the procedures for the transfer of equity interests between spouses, descendants, and descendants. Failing this, the equity interests shall be freely transferable among the interested parties.

Shall be null, any transfer of equity interests made in violation of the provisions of the articles of an association organized by this article.

Transfer to third parties

The articles of association shall freely organize the procedures for the transfer of equity interests against payment to third parties outside the company.

Failing this:

– The transfer shall only be possible with the consent of the majority of non-transferor members holding three-quarters of the equity interest of the company, excluding the interest of the transferor member;

– The proposed transfer must be notified by the transferor to the company and each of the other members.

Where the company does not communicate its decision within three (3) months from the date of the last notification, consent to the transfer is deemed granted.

Where the company refuses to consent to the transfer, the members shall be jointly and severally required, within three (3) months following the notification of refusal to the transferor member, to acquire the interests at a price which, failing agreement between the parties, shall be fixed by an expert appointed by the competent court at the request of the earliest petitioner.

The three (3) month period may be extended once by a decision of the competent court, and without such extension exceeding one hundred and twenty (120) days. In such a case, the sums due shall bear interest at the legal rate.

The company may also, with the consent of the transferor member, decide within the same timeframe, to reduce the amount of the stated capital by the amount of the nominal value of the equity interests of such member and to purchase such equity interests at a price set by mutual agreement between the parties, or determined by this article.

Any transfer of equity interests made in breach of the provisions of the articles of association established by the paragraphs of this article shall be null.

Where, upon expiration of time limits set forth, none of the solutions provided for in this article, is implemented, the transferor members may freely carry out the transfer initially planned or, if he deems it preferable, abandon the transfer and retain his interests.

Transfer due to death

The articles of association may provide that, in the event of the death of a member one or more of his heirs or successors may become a member (s) only after they have been approved under the conditions set therein.

The approval time limit granted to the company shall not be longer than the time provided for in articles 319 and 320 of the OHADA Law of 2014 and the required majority may not be greater than the one in article 319 of the same law.

The approval decision shall be notified to each heir or successor concerned, by hand-delivered letter against a receipt or by registered mail with a request for acknowledgment of receipt.

In case the company refuses to approve, the provisions of articles 318 and 319 of the OHADA Law shall apply, and where none of the solutions provided for in these articles is implemented has been resolved within the period set, the approval shall be deemed granted. The same shall apply where no notification has been made to the individuals concerned.

Any transfer of equity interests carried out in violation of the provisions of the articles of association established by the first paragraph of this article or, failing this, in violation of paragraph 2 of this article shall be null.

Pledge of equity interests

Where the company gives its consent to a project to pledge equity interests, under the conditions set forth for the transfer of interests to third parties, such consent shall imply approval of the transferee in the event of a compulsory assignment of equity interests regularly pledged, unless the company opts, upon the transfer, to immediately repurchase such interests to reduce its capital.

For the application of the provisions of the paragraph above and for the pledge to be enforceable against third parties, the equity interests pledge must be recorded in a notarial deed or a privately signed deed notified to the company and published in the registry of commerce and securities.

Companies, whose articles of association contain such provisions, shall be governed by the provisions of this book irrespective of regulations specific to them.

Where the company uses the option stipulated in article 269-1 of the law, that election shall be stated in all the instruments and documents from the company established for third parties, by adding the following words to the company form “open-end capital”.

By exception to the provisions of this uniform Act, the articles of association of companies with an open-end capital shall organize the terms of subscription, payment, and return of contributions.

Instruments recording capital increases or reductions carried out by the conditions stipulated in article 269-1 of the law, or withdrawals of members, other than managers or company management of simplified public limited companies are not subjected to the formalities of filing and publication resulting from article 269-6 of the same law.

The provisions relating to the right to objection by creditors in the event of a reduction of capital not motivated by losses are inapplicable.

The articles of association may grant either the company management or the general meeting or the community of members the right to object to the transfer of securities on the company records. Any transfer carried out in violation of the right to objection stipulated in the articles of association shall be null.

The articles of association shall determine an amount below which the capital cannot be reduced by the return of contributions authorized by article 269-1 of the law.

Such amount may not be less than one-tenth of the stated capital stipulated in the articles of association or less than the minimum amount of capital required to form a company contemplated, by the provisions governing it.

Any reduction of capital beyond the limit prescribed by the articles of association shall be null.

Unless otherwise agreed and except as provided for in the first paragraph of article 269-5 of the same law, each member may withdraw from the company at any time.

It may be stipulated that the general meeting or the community of members shall have the right to decide, at the majority set by the articles of association that one or several partners shall cease to be part of the company. Any deliberation or decision taken in violation of the majority rules set forth by the articles of association shall be null.

The member, who ceases to be part of the company, either willingly, or by the decision of the general meeting or the community of members, shall remain liable for five (5) years, to members and third parties for all obligations existing at the time of his withdrawal. The member shall only remain bound within the limits of the amounts that have been returned to him before his departure.

The company shall not be dissolved either due to the death or withdrawal of a member, by a decision pronouncing its liquidation, by a measure prohibiting the exercise of commercial activity, or by a measure of legal incapacity pronounced against one of the members. It shall continue automatically between the other members.

According to article 485 of the OHADA Law of 2014, the board of directors shall appoint from among its members a general manager who must be a natural person.

On the proposal of the general manager, the board of directors may appoint one or more individuals to assist the general manager as a deputy general manager under the conditions set forth in articles 471 to 476 of same law.

The board of directors shall freely set the term of office of the general manager.

The mandate of the general manager is renewable.

Duties and remuneration of the general manager

The general manager is responsible for the general management of the company. He represents it in its dealings with third parties.

For the performance of his duties, he is invested with the broadest powers, which he shall exercise within the limits of the company purpose, and subject to powers expressly vested to general meetings or specially reserved to the board of directors by the laws or provisions of the article of association.

In his dealings with third parties, the company is bound, even by actions of the general manager which do not fall within the company purpose, under the terms and limits set forth in article 122 of the OHADA law.

The provisions of the articles of association, the decisions of the meetings or of the board of directors limiting those powers shall not be enforceable against bona fide third parties.

The general manager may be bound to the company by an employment agreement under the conditions set forth in article 426 of the law.

The terms and amount of the remuneration of the general manager are determined by the board of directors.

Where applicable, in kind benefits granted to him are determined under the same terms as his remuneration.

If he is a director, the general manager shall not take part in the vote on his remuneration and his vote shall not be taken into account for the calculation of quorum and majority.

Except for wages paid and in kind benefits granted pursuant to an employment agreement, the general manager may receive no remuneration from the company other than as provided for in this article.

Any decision taken in violation of this article shall be null.

Absence and removal of the general manager

In the event of a temporary or permanent absence of the general manager, the board of directors shall immediately designate a replacement until by appointing a new general manager.

The general manager may be removed at any time by the board of directors.

If the removal is decided without just cause, damages may be awarded.

Except for death or removal, the functions of general manager shall normally expire at the end of his term of office

The general meeting shall freely fix the term of office of the deputy general director.

The mandate of the deputy general director is renewable.

In agreement with the general director, the general meeting shall set the scope of powers conferred to the deputy general director.

Provisions of articles of association or resolutions of the general meeting on limiting his powers are not enforceable against bona fide third parties.

The deputy general director may be bound to the company by an employment agreement provided that it represents a real job.

The employment agreement is subject to the prior authorization of the ordinary general meeting. Failing this, the employment agreement shall be null.

The terms and amount of remuneration of the deputy general director shall be set by the ordinary general meeting as well as, where appropriate, benefits in kind granted to him.

Any decision taken in violation of this article shall be null.

On the proposal of the general director, the ordinary general meeting may remove the deputy general director at any time.

Where the removal is decided without just cause, damages may be awarded.

Any appointment of the deputy chief executive officer carried out in violation of this article shall be null.

The board of directors shall freely set the term of office of the deputy chief executive officer. When the latter is a director, his term of office may not exceed his term as director.

The mandate of the deputy chief executive officer is renewable.

The board of directors shall set, in agreement with the chief executive officer, the scope of powers conferred to the deputy chief executive officer.

In his dealings with third parties, the deputy chief executive officer shall have the same powers as those of the chief executive officer. He shall bind the company by his actions, including those which do not within the company’s purpose under the terms and limits outlined in article 122 of the same law.

The provisions of the articles of association, decisions of the board of directors, or the general meetings limiting the powers of the deputy chief executive officer shall not be enforceable against bona fide third parties.

The deputy chief executive officer may be bound to the company by an employment agreement under the conditions outlined in article 426 of the law.

The terms and the amount of the remuneration of the deputy chief executive officer are determined by the board of directors.

If he is a director, the deputy chief executive officer shall not take part in the vote and his vote shall not be taken into account for the calculation of quorum and majority.

Any decision taken in violation of this article shall be null.

The board of directors may remove the deputy general manager at any time at the proposal of the chief executive officer. Any removal of the deputy general manager made in breach of this paragraph shall be null.

If the removal was decided without just cause, damages may be awarded.

The mandate of the deputy chief executive officer shall end at the expiration of his term in office.

However, in the event of the death or removal of the chief executive officer, the deputy chief executive officer shall remain in office, unless otherwise decided by the board of directors, until the appointment of a new chief executive officer.

According to article 477 of the OHADA Law of 2014, the board of directors shall appoint a chairman who must be a natural person among its members.

The term of office of the chairman of the board of directors cannot exceed that of his mandate as director.

The mandate of a chairman of the board of directors is renewable.

No one shall simultaneously accept more than three (3) appointments as chairman of the board of directors of public limited companies having their headquarters on the territory of a single State party.

Likewise, the office of the chairman of the board of directors cannot be cumulated with more than two (2) positions of general director or general manager of public limited companies having their headquarters on the territory of a single State party.

The provisions of paragraphs 3 and 4 of article 425 of the OHADA Law about a plurality of positions of the director apply to the chairman of the board of directors.

Duties and compensation of the chairman of the board of directors

The chairman of the board of directors shall chair the meetings of the board of directors and the general meetings.

He shall ensure that the board of directors oversees the management of the company entrusted to the general manager.

At any time of the year, the chairman of the board of directors shall carry out verifications he deems relevant and may request from the general manager, who is required to comply, all documents he deems necessary for the performance of his duties. The chairman of the board of directors shall forward such materials and information to each director.

The chairman of the board of directors may be bound to the company by an employment agreement under the conditions outlined in article 426 of the same law.

The terms and amount of the compensation of the chairman of the board of directors are fixed by the board of directors.

Where applicable, benefits in kind offered to him are fixed under the same terms as for his compensation.

Except for wages paid and in-kind benefits accorded under an employment agreement, the chairman of the board of directors may receive no compensation from the company other than as provided for in this article.

The chairman of the board of directors shall not take part in the vote on his compensation and his vote shall not be taken into account for the calculation of quorum and majority.

Any decision taken in violation of this article shall be null.

Absence and removal of the chairman of the board of directors

In the event of a temporary absence of its chairman, the board of directors may designate, for the term, it sets, another member to fulfill the duties of the chairman.

In the event of the death or cessation of functions by its chairman, the board shall appoint a new chairperson or designate a director to replace the chairman until the appointment of a new one.

The board of directors may remove its chairman at any time.

1°) Shares not fully paid up;

2°) Shares issued for cash whose one-quarter of the nominal value has not been paid up.

Shall face a criminal charge, company management, who in the absence of inventory or through fraudulent inventory have knowingly distributed fictitious dividends to shareholders or members.

Shall face a criminal charge, company management who have knowingly, even in the absence of any distribution of dividends, published or presented to shareholders or members, to conceal the real situation of the company, summary financial statements not giving, for each fiscal year, a fair view of transactions of the fiscal year, of the financial situation and the assets of the company at the expiration of the said period.

Shall face a criminal charge, company management who have not filed, in the month following their approval, the summary financial statements.

Shall face a criminal charge, the manager of a private limited company, the directors, the chief executive officer, the general manager, the deputy general manager, the president of a simplified public limited company, the general director, or the deputy general director who, in bad faith, have used company assets or credit, knowing that it was contrary to its interests, for personal material or moral purposes or for the benefit of another legal entity in which they have a direct or indirect stake.

Shall face a criminal charge, company management who knowingly:

1°) Fail to include the company name on all company acts and documents destined for third parties;

2°) Fail to, immediately precede or follow the company name, in legible characters, by the company form, the amount of its stated capital, the address of its headquarters, and the registration number at the registry of commerce and securities.

Shall face a criminal charge, company management of a foreign company or a foreign national, whose branch, beyond a period of two (2) years, has neither been attached to an existing company or company to be formed under the laws of one of the States parties nor had been removed under the conditions outlined in article 120 of the OHADA Law.