Incorporating a company or establishing a foreign business in the Democratic Republic of the Congo is a decisive step in any investment project. The choice of legal form, the shareholding structure, administrative formalities, the necessary authorisations, governance and banking relationships must be considered together so that the business can start and grow its activities within a secure legal framework.
Paton&Partners assists entrepreneurs, investors, international groups and foreign companies with the incorporation, set-up, establishment and development of their businesses in the Democratic Republic of the Congo, from the legal design of the project through to the effective start of operations.
Company formation in the DRC
The Firm assists clients with the incorporation of companies in accordance with OHADA law and the provisions of Congolese legislation applicable to their activities.
Before any incorporation, we analyse the project to identify the legal structure best suited to the shareholders’ objectives, the nature of the business, financing needs and the desired governance.
Depending on the project and the applicable regulations, investors may consider various forms of commercial company, including the limited liability company (SARL), the public limited company (SA) or the simplified joint-stock company (SAS).
Our work may include drafting the articles of association, shareholders’ agreements and other constitutional documents, defining the corporate purpose, organising the shareholding, appointing directors and completing the formalities required for the company’s legal existence and operation.
From incorporation to start of operations
Our work does not end with the articles of association.
The Firm can assist the business with the formalities required for its set-up and start of operations, in particular before the One-Stop Shop for Business Creation (GUCE) and the other competent authorities and bodies depending on the nature of the project.
Our aim is to provide coordinated support so that the client has a legally constituted and operational structure.
Establishing foreign companies in the DRC
A foreign company wishing to develop activities in the Democratic Republic of the Congo must determine the form of establishment that best fits its strategy.
Depending on the nature, duration and scale of the planned activities, various structures may be considered, including a Congolese company, a branch or any other legally appropriate arrangement.
The Firm helps foreign companies compare these options in order to identify the structure that offers the best balance between control of the investment, legal certainty, governance and operational requirements.
We then provide the legal support needed to establish the chosen structure.
Subsidiaries and branches of foreign companies
International groups may choose to form a local subsidiary or, where the law permits, to open a branch in the Democratic Republic of the Congo.
The Firm assists the parent company in preparing the decisions required for the establishment, the incorporation or registration of the local structure, the appointment of its representatives and the completion of the required formalities.
Where documents issued in foreign jurisdictions must be used in the DRC, we also help clients identify the certification, legalisation, translation or other formalities required for their admissibility.
Opening and managing bank accounts
Setting up a banking relationship is an essential step in starting a business.
Paton&Partners assists companies and investors with the legal and documentary preparation of their account-opening files with banks and financial institutions operating in the Democratic Republic of the Congo.
Our work may include preparing and checking corporate documents, representatives’ powers, the necessary resolutions or decisions, documents relating to shareholders and beneficial owners and the other legal documents required by the bank.
We can also assist clients in their exchanges with the bank to explain the company’s legal structure and respond to additional document requests.
The decision to open the account, compliance procedures and timelines nevertheless remain the sole responsibility of the bank concerned.
Banking compliance: KYC and beneficial owners
Banks apply know-your-customer and compliance procedures designed in particular to identify the company, its directors, shareholders and beneficial owners and to understand the nature of its activities and, depending on the circumstances, the origin of funds.
For international structures or groups with several layers of ownership, this stage may require extensive documentation.
The Firm helps clients organise and present this documentation consistently so that the ownership structure, the representatives’ powers and the nature of the business can be clearly established.
Foreign investment and the Investment Code
Where a project meets the conditions set by the applicable legislation, the Firm can assist the investor in reviewing the mechanisms provided by the Congolese investment regime and with filings before the competent institutions.
We analyse the project structure, the business sector, the investment programme and the legal conditions that may apply in order to identify the mechanisms for which the project may be eligible.
Employment law and expatriate staff
Establishing a foreign business may also require recruiting local staff and assigning foreign directors, managers or experts to the Democratic Republic of the Congo.
The Firm assists businesses with preparing and reviewing employment contracts, organising staff relations and, within the scope of our professional work, the procedures relating to expatriate workers and the necessary administrative authorisations.
Registered office and operational set-up
The choice of registered office and the practical organisation of the establishment must be consistent with the activities declared by the business.
The Firm can assist clients with the legal review of contracts for business premises, in particular commercial or professional leases, and with securing the real estate commitments required to set up the business.
This assistance can be coordinated with our land and real estate practice in the DRC.
Contracts and early operations
A newly formed company must quickly organise its relationships with partners, suppliers, distributors, customers and service providers.
The Firm can prepare or review the main contracts needed to start the business: supply, distribution, agency, service, subcontracting, commercial partnership, confidentiality and other agreements.
This work makes it possible to build a coherent and legally secure contractual framework from the outset.
Corporate secretarial services and follow-up
Once incorporated, a company remains subject to various legal obligations relating to its governance and operation.
The Firm can provide ongoing legal support, including preparing general meetings and corporate decisions, amending the articles of association, changes of directors, capital increases or reductions, transfers of shares and restructurings.
This continuity gives management an adviser who knows the legal history and organisation of their company.
A legal counterpart for your establishment in the DRC
Entering a new market often involves several simultaneous steps. Our role is to help investors organise them into a coherent legal pathway. Our support may cover:
- Legal review of the projectAnalysis of the planned activity and identification of regulatory requirements.
- Choice of structureSubsidiary, local company, branch or other appropriate legal vehicle.
- IncorporationArticles of association, shareholding, governance and registration formalities.
- Administrative formalitiesSupport before the competent authorities and bodies.
- Business bank accountPreparation of the legal file and assistance with the chosen bank.
- Licences and authorisationsIdentification of, and support with, the required sector procedures.
- Operational set-upLeases, contracts, staff and legal organisation of early operations.
- Ongoing legal supportGovernance, contracts, compliance and support for the company’s growth.
Support for international businesses
The Firm pays particular attention to foreign investors and groups who need a legal counterpart in the DRC able to understand their international requirements while mastering the local legal environment.
We can work alongside in-house legal departments, foreign law firms, financial advisers, banks, auditors and other professionals involved in the transaction.
The aim is to give investors a single point of legal coordination in the Democratic Republic of the Congo for their establishment project.
Our approach
- Advise
- Incorporate
- Establish
- Secure
- Support
Incorporating a company is only the beginning of a business venture. Our role is to support clients beyond the registration formalities so that the structure created is legally suited to its activity and can grow in a secure environment.
Our support rests on rigour, confidentiality, availability, business understanding and the search for practical solutions.
Firm insight · OHADA LawSetting up and establishing a company in the Democratic Republic of the CongoRead the insight
Your project
Do you wish to set up or establish a business in the DRC?
Do you wish to incorporate a company in the Democratic Republic of the Congo, establish the subsidiary or branch of a foreign group, open a business bank account, obtain the necessary authorisations or organise your establishment legally? Paton&Partners is available to review your project and support you from the first steps through to the start of your operations.
