Branch Office Setup in Cameroon

Branch Office Setup in Cameroon

Branch vs Subsidiary — Which to Choose?

A branch (succursale) is a permanent local establishment of the foreign parent company, sharing the same legal personality. The parent is fully liable for the obligations of the branch. By contrast, a subsidiary (filiale, typically a SARL or SA) is a separate Cameroonian legal entity, ring-fencing liability. The branch is faster and cheaper to set up, ideal for short to medium-term projects, EPC contracts and market-entry phases. However, OHADA requires the branch of a foreign company to be transformed into a Cameroonian company within two years of incorporation (renewable once, totalling four years).

Documents Required from the Parent

Certified and apostilled copy of the parent company's articles of association, recent certificate of incorporation or good standing, last audited financial statements, board resolution approving the opening of the branch and appointing the local representative, power of attorney granted to the representative, and certified passport copies of directors and the representative. Non-French documents must be translated by a sworn translator.

Tax & Reporting Obligations

The branch is treated as a Cameroonian taxpayer on its locally sourced revenue, subject to corporate income tax at 33%. Profits transferred to the parent are deemed distributed and subject to a 16.5% branch profits tax (reduced under treaties — for example to 10% with France). The branch must keep separate accounting in line with SYSCOHADA Révisé, file an annual DSF, monthly VAT returns, and CNPS contributions for local staff.

Transformation Into a Local Company

Before the end of the four-year period, the branch must be converted into an OHADA company (typically a SARL or SA), or apply for a derogation from the Minister in charge of Commerce. We handle the entire transformation process: drafting of statutes, valuation of branch assets contributed in kind, RCCM update, transfer of contracts and employees, and notification to the tax authority and CNPS.

Why Wainfen Holdings

Wainfen Holdings has been operating in Cameroon since 2010 and has supported hundreds of local and international clients. Our bilingual (English/French) team understands both the OHADA legal framework and the practical realities of doing business across Douala, Yaoundé, Kribi, Limbe and Bafoussam. We commit to fixed fees, transparent timelines, and a single dedicated account manager who keeps you informed at every step. Whatever the service, our promise is the same: no surprises, no hidden costs, and full local execution so you can focus on your business.