Legal Insight · OHADA Law
Legal Requirements for Opening a Branch Office in Cameroon
A practical guide under the OHADA Uniform Act for foreign companies entering the Cameroonian market.
The establishment of a branch office — known as a succursale — in Cameroon by a foreign company is governed primarily by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE).
Cameroon, as a member state of OHADA, applies this uniform business law framework, which ensures consistency in company law across 17 African countries. A branch office is a common structure used by foreign companies wishing to operate in Cameroon without immediately creating a separate legal entity.
17
OHADA Member States
2 yrs
Max Duration Before Conversion
Art. 116–120
Governing OHADA Provisions
1Legal Nature of a Branch Office under OHADA
Under Articles 116 to 119 of the OHADA Uniform Act, a branch office is defined as an establishment with a certain degree of autonomy but without separate legal personality from the parent company. It is an extension of the foreign company, which means:- It does not have an independent legal identity
- Its rights and obligations are directly linked to the parent company
- It must be registered in the Trade and Personal Property Credit Register (RCCM) in Cameroon
2The Mandatory Conversion Requirement (Article 120)
Key Rule: When a branch is owned by a foreign company, it must be converted into a company governed by the law of an OHADA member state within two (2) years of its creation, unless an exemption is granted by the Minister of Trade of the host state.
Article 120 of the OHADA Uniform Act imposes a key restriction: the branch structure is intended to be temporary unless special ministerial authorization is obtained. Additional provisions include:
- Any exemption granted is limited to a period of two years
- It is generally not renewable under ordinary circumstances
- Failure to comply may lead to deregistration of the branch by competent authorities
3Documents & Conditions Required to Open a Branch
To establish a branch in Cameroon, the following documents and conditions are generally required under OHADA practice and Cameroonian administrative procedures:3.1 — Corporate Documents
- Certificate of incorporation of the parent company
- Articles of Association of the parent company
- Proof the company is legally existing and active in its home country
3.2 — Legal Representative
- Valid ID or passport of the branch manager(s)
- Appointment decision issued by the parent company
- Criminal record / non-conviction certificate
3.3 — Registered Office
- Lease agreement, property title, or domiciliation contract
- Fixed and identifiable physical address in Cameroon
3.4 — Registration Formalities
- RCCM registration (Trade & Personal Property Credit Register)
- Tax registration with Cameroon tax authorities
- CNPS registration (where employees are engaged)
4CNPS Registration & Social Contributions
The CNPS (Caisse Nationale de Prévoyance Sociale) is responsible for social security contributions in Cameroon. A branch office must register with the CNPS when it employs staff — whether local or foreign. Mandatory contributions typically cover:- Old-age pension
- Workplace injury insurance
- Family benefits (depending on employee category)
5Employment of Foreign Personnel
A branch office may employ foreign experts; however, this is subject to a number of conditions under Cameroonian immigration and labor law:- Obtaining valid work permits and residence authorization
- Compliance with applicable immigration and labor regulations
- Demonstrating that the required expertise is not readily available locally
Conclusion
Opening a branch office in Cameroon under OHADA law is a structured but temporary form of establishment. While it offers flexibility for foreign companies entering the market, it comes with strict obligations — particularly under Article 120 of the OHADA Uniform Act, which mandates eventual conversion into a locally incorporated company unless a ministerial exemption is granted.The required documentation — incorporation papers, identification of managers, and proof of a local address — is essential for RCCM registration and legal recognition. Understanding these requirements is critical for compliance, tax regularity, and long-term business stability in Cameroon.
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