The Democratic Republic of the Congo offers significant investment prospects in sectors as diverse as mining and natural resources, energy, infrastructure, real estate, agriculture and agribusiness, transport and logistics, telecommunications and digital, industry, financial services, trade, health and services. The size of its market, the extent of its territory, its natural resources and its considerable infrastructure and development needs make the DRC an environment of many opportunities for Congolese and international investors.
However, the success of an investment does not depend solely on its economic potential: it also rests on a thorough knowledge of the legal framework, an appropriate structuring of the transaction, prior identification of risks and rigorous protection of relationships with public and private partners.
Paton&Partners assists investors, businesses, international groups, financial institutions, developers and entrepreneurs with the design, establishment, protection and development of their investments in the Democratic Republic of the Congo.
Legal support from design to completion
The Firm acts from the earliest stages of a project to help investors understand the legal and institutional environment in which their activity will develop.
Before any significant commitment, we analyse the proposed structure, the partners involved, the authorisations required, regulatory constraints and the legal risks that could affect the transaction.
Our support may continue throughout the life of the investment: establishment of the business, contract negotiation, asset acquisition, financing, business development, restructuring and the resolution of any disputes.
Our philosophy is simple: anticipate legal difficulties in order to secure the investment economically.
Establishing and forming businesses in the DRC
An investor wishing to develop an activity in the Democratic Republic of the Congo must determine the legal structure best suited to its objectives, its partners and its business model.
The Firm assists clients in choosing and incorporating the appropriate corporate structures in accordance with OHADA law and applicable Congolese legislation.
Our work covers the incorporation of companies, branches and other investment vehicles, the drafting of articles and corporate documents, shareholding structure, governance, capital increases or restructurings and the legal formalities required to start operations.
We also help investors identify the authorisations, licences, approvals and administrative formalities specific to their sector.
Legal structuring of investments
Every investment has its own characteristics. Its legal structure must take into account the nature of the project, the amount of capital committed, the identity of the investors, the business sector, the planned financing and future exit arrangements.
The Firm advises clients on designing structures that protect their interests and clearly organise the relationships between the participants in the project.
We act in particular on joint ventures, project companies, strategic partnerships, equity investments, acquisitions of companies or assets, restructurings and agreements between investors.
Particular attention is paid to governance mechanisms, voting rights, financing terms, profit distribution, guarantees, exit clauses and dispute-resolution mechanisms.
Due diligence: verify before you invest
A secure investment begins with legally verified information.
Before any acquisition, equity investment, joint venture or significant partnership, the Firm can conduct or coordinate legal due diligence to assess the actual situation of the company, asset or project concerned.
Depending on the transaction, this review may cover corporate matters, titles and authorisations, key contracts, assets, land or real estate rights, financial commitments, security interests, litigation, social and regulatory obligations and the risks that could affect the transaction.
At the end of this review, the investor has a better understanding of the risks before taking its final decision.
Mergers, acquisitions and equity investments
The Firm assists investors with the acquisition or sale of businesses, shareholdings and assets in the Democratic Republic of the Congo.
Our work may cover the whole process: preliminary negotiations, confidentiality agreements, letters of intent, legal audit, transaction structuring, drafting and negotiation of acquisition agreements, representations and warranties, shareholders’ agreements, satisfaction of conditions precedent and closing.
Our aim is to turn the commercial deal agreed between the parties into a clear, balanced and protective legal architecture.
Commercial contracts and partnerships
The quality of contracts is one of the main safeguards of an investment.
The Firm drafts, reviews and negotiates the contracts needed to develop clients’ activities: partnership agreements, joint ventures, commercial contracts, supply and service contracts, distribution agreements, financing agreements, confidentiality agreements, memoranda of understanding, construction contracts and other project agreements.
Each contract is reviewed from the perspective of protecting the client, allocating liability, guarantees, payment terms, non-performance scenarios and dispute-resolution mechanisms.
Mining and natural resources investments
Natural resources are one of the main investment areas in the Democratic Republic of the Congo.
The Firm assists investors in the mining, gold, diamond, copper, cobalt and other mineral sectors, in particular with the acquisition and protection of rights, mining partnerships, joint ventures, operating agreements, financing transactions and the sale of mineral products.
This work is carried out in coordination with our dedicated mining law practice in the DRC.
Real estate and infrastructure investments
The Firm also assists with investments in land, buildings, residential and commercial projects, infrastructure, warehouses, industrial facilities and other real estate assets.
We act in particular on the verification of land rights, real estate due diligence, acquisitions, partnerships between landowners and developers, construction contracts, financing and the legal protection of projects.
In this field, our work draws on our land and real estate law practice in the DRC.
Tax, customs and investment incentives
Tax and customs obligations are key parameters of any investment decision.
Working where necessary with the relevant specialist advisers, the Firm assists clients with the legal analysis of the tax, customs and quasi-tax regimes applicable to their projects.
We also help them review the incentives and benefits that may be available under the Investment Code or certain sector legislation, subject to the legal eligibility conditions and required authorisations.
Compliance, governance and risk management
The long-term success of an investment now requires particular attention to compliance and governance requirements.
The Firm advises businesses on implementing internal mechanisms to prevent legal risks: corporate governance, delegations of authority, contractual procedures, partner screening, conflict-of-interest prevention, anti-corruption and compliance with regulatory obligations.
For international groups, we also identify the interactions between Congolese law and the compliance obligations to which the investor may be subject in other jurisdictions.
Investment protection and dispute resolution
Despite the precautions taken, an investment may give rise to a dispute between shareholders, business partners, contracting parties or other stakeholders.
The Firm acts in the prevention and resolution of such disputes through negotiation, mediation, court proceedings and, where the applicable agreements and rules so provide, arbitration.
We give particular importance to dispute-resolution clauses from the drafting stage so that protection mechanisms are defined before any conflict arises.
Support for international investors
An international investor considering an establishment in the DRC needs an adviser able to provide a clear reading of the local legal framework while understanding the requirements specific to international transactions.
Paton&Partners aims to be that legal counterpart, from the preliminary study of the project through to its establishment and the development of its activities in the Democratic Republic of the Congo.
Our assistance may include sector analysis, formation of the local structure, partner screening, due diligence, contract negotiation, asset acquisition, regulatory filings and ongoing legal follow-up of the investment.
Our sectors
Our support covers in particular:
- Mining & natural resources
- Energy
- Real estate & construction
- Infrastructure
- Agriculture & agribusiness
- Transport & logistics
- Telecommunications & digital
- Industry
- Trade & distribution
- Services
- Finance & insurance
- Public-private partnerships
Our approach
- Understand
- Verify
- Structure
- Secure
- Support
- Defend
Our approach to investment advice is a global one. It is not simply a matter of answering an isolated legal question but of understanding the economic project as a whole in order to identify the risks that could jeopardise it.
We therefore combine legal rigour, knowledge of the Congolese environment, confidentiality, an understanding of economic stakes and the search for solutions suited to the investor’s objectives.
Firm insight · InvestmentsStructuring and protecting an investment projectRead the insight
Your project
Are you considering investing in the DRC?
Do you wish to set up a business, acquire a company or an asset, develop a mining or real estate project, enter into a joint venture, partner with a Congolese operator, take part in an infrastructure project or secure an investment already made? Paton&Partners is available to review your project, map its legal environment and support you in structuring and completing it.
