Forms of Business Organisation
The paper tests liability, capital, membership and control for each form, using OHADA company law and Cameroon's national rules.
Sole trader (entreprise individuelle)
One owner, unlimited liability, no legal separation between owner and business, registered at the CFCE and entered in the RCCM. Advantages: quick decisions, secrecy, personal contact with customers, no sharing of profit. Disadvantages: unlimited liability, limited capital, no perpetual succession.
Partnerships
Under the OHADA Uniform Act on Commercial Companies and GIE (AUSCGIE), a société en nom collectif (SNC) has partners who are all traders and are jointly and severally liable without limit. A société en commandite simple (SCS) mixes general partners (unlimited) with limited partners liable only up to their contribution. A written deed and RCCM registration are essential.
Companies
- SARL - capital fixed by national law (100,000 FCFA in Cameroon), 2 to 50 members, liability limited to contributions, may be unipersonal (SARL-U). The commonest form for small businesses.
- SA - minimum capital 10,000,000 FCFA where there is no public offer, shares transferable, board of directors, compulsory statutory auditor.
- SAS - capital in shares, rules fixed freely by the articles; used for joint ventures. Benefits: limited liability, perpetual succession, capital raised from many shareholders. Costs: registration, publication and disclosure duties.
Cooperatives and public enterprise
Cooperatives are governed by Law No. 92/006 of 14 August 1992 (cooperative societies and Common Initiative Groups, GICs) and by the OHADA AUSCOOP: members pool resources, one member one vote, surplus shared by patronage. Public enterprises are state-owned or majority state-owned bodies under Law No. 99/016 - CAMTEL, CAMWATER, SONARA, the Port Autonome de Douala, Camair-Co - set up for public service but often criticised for political interference and losses.
Worked example
Two friends with 5,000,000 FCFA want to buy cocoa for export and fear personal loss if debts arise. Best form: SARL. The capital far exceeds the 100,000 FCFA minimum, liability is limited to contributions, two members are permitted, and registration goes through the CFCE single window. A sole trader or SNC would expose personal property.
Traps
- Quoting 1,000,000 or 10,000,000 FCFA as the SARL minimum.
- Confusing a limited partner (commanditaire) with a general partner.
- Saying a company exists once the deed is signed; legal personality starts at RCCM registration.
- Mixing up a GIC and a cooperative.