SARL Formation in Cameroon

SARL Formation in Cameroon

What is a SARL?

The Société à Responsabilité Limitée (SARL) is the OHADA-regulated Limited Liability Company and is by far the most common vehicle used by SMEs and foreign investors in Cameroon. Liability of each partner is limited to the amount of their contribution, capital can be denominated in cash or in kind, and shares (parts sociales) can be transferred subject to the consent of co-partners. The SARL can be set up with a single shareholder — known as a SARL Unipersonnelle — or with up to 100 partners.

Key Advantages

• Limited liability protecting personal assets of each partner. • Minimum share capital from only XAF 100,000 (≈ USD 165), of which 100% must be released at incorporation. • 100% foreign ownership permitted in most sectors — no local partner required. • Simple governance: one or more managers (gérants), no obligation to have a board of directors. • Recognised across all 17 OHADA member states, facilitating regional expansion. • Statutory audit only mandatory once two of the following thresholds are exceeded: XAF 250 million revenue, XAF 125 million total assets, or 50 employees.

Capital Structure & Shareholders

There is no maximum capital. Contributions in kind (real estate, equipment, IP) must be valued by an independent appraiser when their value exceeds XAF 5 million. Shares are nominative, indivisible and can be freely transferred between partners, but transfers to third parties require the approval of partners representing at least three-quarters of the capital. We can structure the cap table with vesting, preferred shares, drag-along and tag-along clauses to suit investor requirements.

Management & Governance

A SARL is run by one or more managers (gérants) appointed in the statutes or by an ordinary general meeting of partners. Managers may be partners or third parties, residents or non-residents. They hold full powers to act in the name of the company within the limits of its corporate purpose. Decisions exceeding day-to-day management — such as approval of accounts, distribution of dividends, amendment of statutes or transfer of shares to third parties — must be taken in general meeting, with quorum and majority rules defined by OHADA.

Documents We Prepare for You

Customised articles of association, founding shareholder resolutions, manager appointment letter and acceptance, capital deposit certificate from the bank, valuation report for in-kind contributions, registered office domiciliation contract, share register, RCCM filing forms, NIU application, CNPS employer affiliation and patente request. All documents are delivered in editable French and English versions, with notarisation where required.

Tax Treatment

A SARL is subject to corporate income tax (Impôt sur les Sociétés) at a standard rate of 33% (including 10% additional council surcharge). Dividends paid to shareholders are subject to a 16.5% withholding tax (reduced under double tax treaties). VAT applies at 19.25% on most goods and services when annual turnover exceeds XAF 50 million. New companies can apply for the incentives of the 2013 Investment Law to obtain temporary tax reductions during the installation and operation phases.

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.