Setting up and establishing a company in the Democratic Republic of the Congo

Choose the right structure

The DRC applies the OHADA Uniform Act on commercial companies. Depending on the project, investors may opt in particular for a limited liability company (SARL), a public limited company (SA) or a simplified joint-stock company (SAS). The choice depends on the shareholders’ objectives, the nature of the business, financing needs and the desired governance.

For a foreign group, the question also arises of choosing between a Congolese subsidiary and a branch, each having different consequences in terms of control, liability and operational requirements.

Draft tailored articles of association

Articles of association are not a template to be filled in. Corporate purpose, share capital allocation, directors’ powers, majority rules, transfer of shares: every clause must reflect the actual project. Where there are several shareholders, a shareholders’ agreement usefully complements the articles.

Complete the formalities

Incorporation goes through the One-Stop Shop for Business Creation (GUCE) and, depending on the activity, other authorities. Documents issued in foreign jurisdictions (parent company decisions, powers of attorney, identity documents) may require certification, legalisation or translation.

Do not underestimate the banking stage

Opening a business account involves know-your-customer (KYC) procedures: identification of directors, shareholders and beneficial owners, nature of the business and sometimes the origin of funds. For structures with several layers of ownership, consistent and well-presented documentation saves valuable time, the final decision remaining with the bank.

Obtain sector authorisations

Registration is not always enough. Mining, energy, telecommunications, insurance, financial services, transport, construction and import-export are subject to specific licences or approvals. Identifying them from the project review stage avoids delaying the start of operations.