Setting up and establishing a company in the Democratic Republic of the Congo
From corporate form to governance, establishing a business requires careful coordination between OHADA law, local formalities and sector authorisations.
Read the insightKey takeaways · Points to watch
- Audit of mining titles with the CAMI
- Corporate, contractual and tax due diligence
- Shareholders’ agreement and joint venture agreement
- Dispute-resolution and arbitration clauses
- Compliance and traceability framework
A strategic sector, a demanding framework
Copper, cobalt, gold, diamonds, tin, tantalum, tungsten, lithium: the Democratic Republic of the Congo holds resources that are essential to modern industry and the energy transition. This potential comes with a demanding legal, tax, environmental and institutional framework, structured mainly by the Mining Code and its implementing regulations.
For investors, the question is therefore not only whether the project is profitable, but whether it rests on valid rights, sound contracts and demonstrable compliance.
Verify titles before any commitment
The first risk in a mining transaction lies in the status of the titles. Before any equity investment, asset acquisition or partnership, the existence, validity, scope and legal status of the exploration or mining permits concerned should be verified with the Mining Cadastre (CAMI), together with any prior encumbrances, transfers or leases.
Mining due diligence is not a formality: it determines the real value of the investment.
Mining due diligence is not a formality: it determines the real value of the investment.
Structure the partnership
Mining projects mobilise significant capital over long periods. The project company, the shareholders’ agreement and the joint venture agreement must clearly organise governance, contributions, financing, the allocation of production or revenue, guarantees and exit conditions.
Confidentiality agreements, memoranda of understanding and option agreements concluded upstream deserve the same attention: they often bind the parties more than they realise.
Secure the contractual chain
Operations, subcontracting, supply, transport, logistics, offtake: every contract in the value chain must anticipate performance difficulties and provide for liability, guarantees, dispute resolution and exit mechanisms.
The regulation of subcontracting in the mining sector also requires checking the eligibility of contractors and the compliance of contracts.
Make compliance an asset
Tax and customs obligations, traceability and lawful origin of products, environmental and social commitments, relations with local communities and anti-corruption: compliance is now a condition of access to financing and markets, particularly in the gold and diamond sectors.
Anticipating these obligations is a factor of stability and long-term viability for the project.
Written byPaton&PartnersCabinet Me PETIPETI Pathou & Associés · Business law firm in Kinshasa
This insight provides general information. It does not constitute legal advice and is no substitute for a lawyer’s review of your specific situation.
Related practice area
Mining Law & Mining Transactions
Mining titles and rights, due diligence, joint ventures, contracts, compliance, trading and disputes.
