By Decree No. 2017/0877 / PM of February 28, 2017, the Republic of Cameroon lays down the modalities for authenticating, in Business Formalities Centers (BFC), the articles of association of Limited Liability Companies (LLCs) drawn up as private deeds.

It is worthy of note that this Decree is based on Article 3 of Law No. 2016/014 of 14 December 2016 which fixes the minimum share capital and the conditions for resorting to the services of notary during the creation of a Limited Liability Company. By this law, the Cameroonian legislator reduced the minimum share capital of LLCs to one hundred thousand (100,000) francs and made optional the use of notarial deed for the creation of LLCs where it is owned by one person or where its capital does not exceed one million (1,000,000) francs.

The Decree of February 28, 2017 specifies how the articles of association are to be authenticated when the LLC is created by private deed: within 24 hours of the filing of application, the head of the business formalities center authenticates the articles of association by signing at the bottom and by affixing, on each page, the following information “Authenticated by the BFC” (Article 3). The articles of association by private deed are drawn up and authenticated in as many originals as is necessary, an original copy is given to each shareholder and a copy is kept at their disposal at the registered office (article 5). The Decree also lists companies that are targeted by these provisions: limited liability companies with a share capital of less than one million francs and LLCs with sole proprietor regardless of the amount of share capital, it being understood that the minimum capital for any form of LLC is fixed at one hundred thousand (100,000) francs.

As announced in article 5 of Law No. 2016/014 of December 14, 2016, another text is expected to set notary fees in connection with the creation of companies. The Permanent Secretary of OHADA welcomes this development and hopes that the new enabling law will further facilitate the creation of other forms of company, as well as the creation of other LLCs that are not eligible for the private deed formality.

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