Democratic republic of Congo (DRC) is the largest country in sub Saharan Africa. Because of its size, natural resource, and geo-political importance, the DRC has the potential to become a top contributor to African economic growth and stability. Strategically located at the center of the African continent and sharing borders with nine countries, the DRC is the second largest country in Africa with the fourth largest population.
Its unparalleled natural resource wealth includes cobalt, copper, gold, tantalum, tin, diamonds, petroleum, and water. However, corruption, weak institutions and a lack of human capacity and basic infrastructure have impeded development.
Company registration requirements are relatively simple and most foreigners use limited liability companies (SARL) or simplified joint stock companies (SAS) to do business in Congo.
A foreign company wishing to establish a business in the Democratic Republic of Congo has an option between registering as an external company and forming a subsidiary in Congo. The choice between the one and the other hinges mainly on issues of convenience, privacy and tax. Sometimes, the issue of risk, or rather the limitation of risk, also comes into play. The decision at the end of the day is really a commercial one
Types of entities to incorporate in democratic republic of Congo
The forms of doing business available in the DRC are mainly the following provided for by the OHADA Uniform Act on Commercial Companies and Economic Interest Groupings:
- public limited company (société anonyme (“SA”)
- simplified limited lability company (société par actions simplifiée (“SAS”)
- private limited liability company (société à responsabilité limitée (“SARL”)
- general partnership (sociétés à nom collectif, SNC)
- limited partnership (société en commandite simple, SCS)
- joint venture (sociétés en participation)
- de facto partnership (sociétés de fait)
- economic interest grouping (groupements d’intérêt économique, GIE)
- registered branch of a foreign company; and
- representation or liaison office.
public limited company (société anonyme (“SA”)
A public limited company registration in the democratic republic of Congo requires the following:
- Three shareholders who can be of any nationality
- Minimum paid up share capital of usd 20000
- Statutory auditor
- To submit each year financial statements and tax returns to finance minister
simplified limited lability company (société par actions simplifiée (“SAS”)
The simplified limited liability company is a form of commercial company that is subject to rules that are somewhat different to those that apply to a conventional private limited liability company
One of the main features of the SARL-S is that, for entrepreneurs, it reduces the burden of some of the requirements for forming an SARL. For example, the minimum share capital required to form an SARL-S is EUR 1, and the company can be formed by private deed without the need for a notary.
private limited liability company (société à responsabilité limitée (“SARL”)
Foreigners from any country can register a private limited liability company in drc Congo. The following are the requirements:
- One shareholder minimum
- Investment of usd 1(CFA1) minimum
- Director appointment(non/resident)
- Can formed by either a natural or legal person
- Suited for small businesses
registered branch of a foreign company in drc Congo
a foreign company may establish a permanent business in Congo by essentially two means:
a. by registering here as an external company; or
b. by creating or acquiring a subsidiary in Congo
It takes within 10 days to register a subsidiary or a branch company in drc Congo. A foreigner can own the company 100% and hire foreign staff as expatriate. The minimum number of directors and shareholders is one. A branch company can open a bank account within five days.
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