1. About Investment & Business Structuring Law in Cameroon
Cameroon relies on a combination of regional harmonization rules and national regulations to govern investment and business structuring. The core framework is shaped by OHADA, which standardizes corporate forms, governance, and dispute resolution across member states including Cameroon. Investors often structure through OHADA-compliant vehicles such as SARL and SA, with local compliance guided by the national Investment Code and sector-specific licensing regimes.
Key themes you will encounter include choosing the right corporate form, registering a business through a streamlined process, obtaining sector licenses, and ensuring ongoing tax and regulatory compliance. The government has made efforts in recent years to digitize services and simplify entry for investors, including moves toward a single-window registration system. For a concise overview, see OHADA's guidance on commercial companies and the Cameroon context.
OHADA Uniform Acts harmonize corporate law across member states, enabling cross-border investment and consistent governance in Cameroon. OHADA.org
2. Why You May Need a Lawyer
Engaging a lawyer early helps tailor your structure to your industry, ownership plan, and exit strategy. A Cameroon-licensed attorney can align your corporate form with OHADA standards and ensure compliance with the Investment Code and sector licenses.
- Starting a Cameroonian subsidiary for a foreign company. A lawyer can draft the shareholding, governance, and transfer provisions to avoid deadlock and future disputes, while ensuring OHADA compliance.
- Forming a joint venture with a local partner. A lawyer can craft a robust shareholder agreement, define reserved matters, and implement dispute resolution mechanisms under OHADA.
- Seeking sector licenses (mining, forestry, telecom, manufacturing). A legal adviser coordinates applications, permits, and local content obligations to prevent delays.
- Structuring cross-border transactions and transfer pricing documentation. A lawyer helps with inter-company agreements, tax planning, and regulatory reporting.
- Acquiring or leasing land for business operations. A lawyer explains rights of foreigners, leases, and registry steps to avoid ownership limitations.
- Winding up or reorganizing a Cameroonian company. A lawyer guides dissolution, creditor protections, and OHADA-compliant liquidation.
3. Local Laws Overview
Two core pillars govern investment and business structuring in Cameroon: the OHADA framework for corporate law and the national Investment Code backed by sector-specific regulations. Understanding both is essential for proper structuring and compliance.
- Ohada Uniform Act on Commercial Companies and Economic Interest Groups (Uniform Act Relatif aux Sociétés Commerciales et Groupements d’Intérêt Economique). This act standardizes corporate formation, governance, and reorganization across Cameroon and other member states. It shapes how you set up a SARL, SA, or other OHADA entity.
- Code des Investissements (Investment Code) of Cameroon and related implementing decrees. This set of rules guides incentives, registration, and regulatory approvals for investors and outlines procedures to facilitate investment entry and operations.
- General Tax Code (Code General des Impots) and sector-specific tax rules. These laws affect corporate structure, VAT, corporate income tax, and tax incentives for investors, including reporting timelines and compliance obligations.
Recent trends in Cameroon include digitization of business registrations and the expansion of a single-window approach to obtain permits and registrations. These reforms aim to shorten the time to start a business and improve transparency for investors. For context on reform progress and investment climate, see authoritative sources from OHADA and international organizations.
World Bank and OHADA reports note ongoing reforms to streamline starting a business and align with regional standards, including digital registration initiatives. World Bank Cameroon overview
OHADA's reforms and Cameroon implementation guidance are summarized on OHADA's official site, with emphasis on corporate governance and cross-border investment. OHADA.org
4. Frequently Asked Questions
What is OHADA and how does it affect Cameroon businesses?
OHADA standardizes company law across member states, including Cameroon. It regulates corporate forms, governance, and insolvency procedures. Businesses must comply with OHADA rules for valid formation and ongoing operation.
How do I start a Cameroon subsidiary under OHADA rules?
Choose a corporate form (for example SARL or SA) and prepare articles of association, share structure, and governance provisions. File with the relevant registry and obtain required licenses through the single-window system where available.
What is the Cameroon Investment Code and who uses it?
The Investment Code governs incentives, permissions, and procedures for investors. It aims to simplify entry, licensing, and incentives, especially for new projects with local content or regional impact.
How long does it typically take to register a business in Cameroon?
Registration timelines vary by sector and approvals needed. A straightforward OHADA-based incorporation can take several weeks, with faster processing when using the single-window approach.
Do I need to hire a local lawyer to register a business in Cameroon?
Legal representation is not mandatory by law, but a local attorney improves accuracy and compliance. A lawyer helps with documents, registrations, and sector licenses to avoid delays.
What is the difference between a SARL and SA under OHADA?
A SARL is typically used for smaller, closely held ventures with limited liability, while an SA suits larger enterprises with more shareholders and formal governance. Both follow OHADA provisions for formation and governance.
Can foreigners own land or property in Cameroon for business use?
Foreigners may face restrictions on land ownership; long-term leases and property arrangements often require local counsel and government approvals. An attorney can advise on compliant options such as lease structures or corporate ownership routes where permitted.
What licenses are commonly required for a manufacturing business?
Manufacturing typically requires sector licenses, environmental permits, and local compliance registrations. An attorney coordinates applications with the relevant ministries and ensures alignment with the Investment Code.
What is the process for arbitration under OHADA in Cameroon?
OHADA provides a unified arbitration framework across member states. A contract can specify OHADA arbitration with a seat in Cameroon, and it is enforceable in member states under the OHADA regime.
What is the role of the Single Window for Investments in Cameroon?
The Single Window consolidates multiple regulatory approvals into one process where available. It aims to speed up business start-up and licensing for investors. A lawyer can guide you through the steps and required documents.
How much do legal services for investment structuring typically cost in Cameroon?
Costs depend on complexity, sector, and the law firm. Expect fees for incorporation, drafting, and negotiation, plus government filing costs. An attorney can provide a detailed, written engagement plan.
What is the difference between a branch and a subsidiary in Cameroon?
A branch operates as an extension of the foreign entity, while a subsidiary is a separate Cameroonian entity under OHADA. The subsidiary generally offers clearer liability separation and local governance options.
5. Additional Resources
- - Official organization that standardizes business law across member states, including Cameroon. Function: publishes Uniform Acts, guidance, and enforcement frameworks. OHADA.org
- - Provides data on ease of doing business, reforms, and investment climate in Cameroon. Function: policy analysis, indicators, and reform tracking. World Bank
- - Country-specific macroeconomic data, policy discussions, and economic outlook. Function: surveillance, financial stability and policy guidance. IMF Cameroon
6. Next Steps
- Define your business structure and goals. Clarify whether you want a subsidiary, branch, or project-specific entity. This guides form choice and governance design.
- Engage a Cameroonian lawyer who specializes in Investment & Business Structuring. A local attorney will align your plan with OHADA and the Investment Code and coordinate registrations.
- Prepare a detailed project dossier and due diligence. Assemble corporate documents, financial statements, and sector licenses required for filing and licensing.
- Choose the right corporate form and draft governing documents. Decide between SARL, SA, or other OHADA-allowed forms, and draft articles of association and bylaws accordingly.
- Submit registrations and licenses through the Single Window where available. Ensure all documents are translated and properly certified to minimize delays.
- Obtain sector licenses and environmental or safety permits as needed. Coordinate with the relevant ministries and local authorities to avoid delays.
- Set up ongoing compliance, tax registrations, and governance routines. Schedule regular tax filings, statutory meetings, and annual filings in line with OHADA and CGI rules.
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The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.
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