SA (Public Limited Company) Formation

SA (Public Limited Company) Formation in Cameroon

When to Choose an SA

The Société Anonyme is the preferred form for large industrial projects, banks, insurance companies, joint ventures with institutional investors, and any business that plans to raise capital from the public, list on the BVMAC stock exchange or issue bonds. It requires a minimum share capital of XAF 10,000,000 (≈ USD 16,500) for non-public offerings and XAF 100,000,000 for companies making a public call to savings.

Governance Structure

Two governance models are available under OHADA: 1. Board of Directors + CEO (Conseil d'Administration + Directeur Général): 3 to 12 directors elected by the shareholders, chaired by a Chairman, with a separate or combined Chief Executive Officer. 2. Single Administrator General (Administrateur Général): permitted when the SA has fewer than three shareholders. This streamlined structure is ideal for wholly-owned subsidiaries of foreign groups. A Statutory Auditor (Commissaire aux Comptes) and a deputy must be appointed in all SAs to certify the annual accounts.

Capital, Shares & Securities

Capital is divided into shares (actions) of equal nominal value, fully subscribed at incorporation and paid up to at least one-quarter, with the balance called within three years. SAs can issue ordinary shares, preferred shares with priority dividends or multiple voting rights, convertible bonds, and warrants — providing a flexible toolkit for venture capital and private equity transactions.

Incorporation Process

1. Drafting of statutes and shareholders' agreement. 2. Subscription of capital and blocked deposit at a CEMAC-licensed bank. 3. Notarised statement of subscription and payment (déclaration de souscription et de versement). 4. First general meeting appointing directors and the statutory auditor. 5. Notarial deed of incorporation and registration with the tax authority. 6. RCCM filing and publication in a legal gazette. 7. NIU, CNPS, patente and sector-specific authorisations (banking, insurance, telecoms, mining). 8. Release of the blocked capital and account activation.

Our Full-Service Support

Wainfen Holdings handles the entire incorporation end-to-end: legal drafting in both English and French, coordination with the notary public, capital deposit at our partner banks (Afriland First Bank, SGBC, Ecobank), selection and engagement of the statutory auditor, RCCM and tax filings, sector authorisations where applicable, and post-incorporation services including monthly accounting, payroll, secretarial work and board meeting preparation.

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.