Open a bank account, deposit the legally required initial capital in a bank and obtain deposit evidence
Agency: Commercial Bank
To enable the company to open this bank account, the notary delivers a certificate stating that the company is in the process of being incorporated.
Time and cost: 1 day, no charge
Check the uniqueness of the company name and pick up a company registration form
Agency: Clerk’s office of the Commercial court
To avoid future lawsuits, the founders must pick a name that is not already in use. The Register now has a database with the names of all companies registered since 2004. Registrations prior to 2004 are not in the database. The search is done quickly.
Time and cost: 1 day, no charge
Notarize the company’s deeds and articles of association
Agency: Notary
Decree n°004/PR/PM/MJ/2010 of 05 January 2010 fixed the notary fees at a rate with declining basis as follows:
- From XAF 1,000,000 to 10,000,000, 5%, with the limit of XAF 300,000
- From XAF 10,000,001 to 50,000,000, 3% with the limit of XAF 750,000
- From XAF 50,000,001 to 100,000,000, 1.5%, with the limit of XAF 1,000,000
- From XAF 100,000,001 to 500,000,000, 1%, with the limit of XAF 2,500,000
- From XAF 500,000,001 to 1.000.000.000, 0.5%, with the limit of XAF 3,750,000
According to the decree N 1792/PR/MJDH/ 2015, the services of notaries are not mandatory. However entrepreneurs still use their services in practice.
Time and cost: 8 days, 5% of the capital
Register at the Guichet Unique (Registration with RCCM, Administrative authorization from the Ministry of Commerce and Industry, Tax registration, Registration with CNSS, and register the articles of association with the Service d’Enregistrement, des Domaines et du Timbre)
Agency: Guichet Unique
Registration fees are as follow: XAF 70,000 (incorporation fee for a Limited Liability Company ) + XAF 3,000 (Stamp) + XAF 5,000 (Chamber of commerce)
The documents to be provided at the Guichet Unique are:
- Criminal records (or sworn declaration)
- Articles of association
- Subscription of the declared capital
- Identification card (copy)
- Lease agreement
The fees for registration of the articles of association regulated by Arrêté n°015/MCIA/SG/2004 (fixant le taux d’obtention d’un acte administratif d’exercer des activités de commerce, d’industrie ou d’artisanat) and are as follow:
- The Articles of association: XAF 6,000 (original + copies of meeting minutes + expedition)
- Declaration of capital subscription : 1,5% of the amount of the capital + stamp fees XAF 1,000 /page (the declaration is 1 page)
- Subscription Form: XAF 3,000 + stamp (XAF 1,000/page multiply by the number of partners)
- Subscription status: XAF 3,000
Time and cost: 18 days on average, see comments
Make a formal announcement through legal journals/newspapers proclaiming the existence of the company
Agency: Official journal or any legal journal
The publication is necessary to inform the public that the company now exists. The RCCM number and the address of the company must be provided.
Time and cost: 3 days, XAF 50,000 in legal journal, variable in a newspaper
Pay the patente (Direction des Impôts)
Agency: Ministry of Finance (Direction des Impots)
The patente must be paid immediately after the NIF is obtained. The NIF is the identification for the payment of the VAT and IRPP.
Elements included in the calculation of the Patente:
- Annual sales x 0.1% = DD (Droit Determiné).
- CNPS = 10% of the DD
- CCC = 7% of the DD
- RAV = 3% of the DD
- ONASA = 480 XAF (the company must pay this amount in full, whereas for the employee, it is only 40 XAF monthly)
- TVLP = 10% of the annual rent paid by the company
The patent is done in 4 copies:
- Treasury
- The LLC itself
- Remain the file of the LLC
- Remain in the book
Time and cost: 1 day (simultaneous with procedure 6), XAF 250,422.36 (see details)
Submission of the Internal Regulation Code to the Labor Inspection Office (Inspection du Travail)
Agency: Labor Inspection Office
This procedure is required for companies with 25 employees or more. The contract of employees will be checked to ensure that it is in accordance with the labor law and internal regulations.
Time and cost: 30 days (simultaneous with procedure 6), no charge
Make a company seal
Agency: Sealmaker
According to OHADA rules, the company is required to have the number of the RCCM and the address on each invoice. A seal is done in practice to make the invoices more official, but it is not legally required.
Time and cost: 7 days (simultaneous with procedure 6), XAF 18,000
