Company Registration in DRC
The Democratic Republic of Congo (DRC) is one of Africa’s emerging business destinations due to its natural resources, growing market, and strategic location in Central Africa. Whether you’re a local entrepreneur or a foreign investor, company registration in DRC is the first step toward establishing a legitimate and successful business.
The process may seem daunting, but with proper guidance, it’s straightforward. This provides a clear, step-by-step guide to registering a company in the DRC — from choosing your business structure to obtaining your operating licenses.
1. Choose the Right Business Structure
Before starting the company registration process in the DRC, decide which legal form of business suits your needs. The DRC recognises several business structures under its Uniform Act on Commercial Companies and Economic Interest Groups (OHADA Law), including:
- SARL (Société à Responsabilité Limitée): Limited liability company, ideal for small and medium-sized enterprises.
- SA (Société Anonyme): Public limited company, suitable for large businesses or those seeking external investment.
- SNC (Société en Nom Collectif): General partnership where partners share unlimited liability.
- SCS (Société en Commandite Simple): Limited partnership with both general and limited partners.
- Sole Proprietorship (Entreprise Individuelle): For individuals running a small business.
For most investors, SARL is the preferred option because it’s flexible, easy to manage, and requires relatively low capital.
2. Reserve Your Company Name
Next, you must reserve your company name with the Guichet Unique de Création d’Entreprise (GUCE) — the DRC’s One-Stop Shop for Business Creation.
You’ll need to provide three potential names in order of preference. GUCE will verify that your chosen name is unique and not already in use. Once approved, you’ll receive a name reservation certificate valid for a limited period (usually 30 days).
3. Prepare Your Company Documents
These include:
- Articles of Association (Statutes): Outlining the company’s objectives, share capital, management structure, and operating rules.
- Proof of Share Capital Deposit: Usually paid into a temporary bank account.
- Copy of Identification Documents: For all shareholders and directors (passport or national ID).
- Proof of Address: Lease agreement or utility bill for the business address.
All documents must be in French, the official language of the DRC, and may require notarization or legalisation depending on their origin.
4. Deposit Share Capital
For most company types, particularly SARL and SA, a minimum share capital must be deposited before registration.
- SARL: Minimum share capital of $100 Congolese Francs (CDF), though higher amounts are recommended.
- SA: Requires at least 20,000,000 CDF (for private SA) or 200,000,000 CDF (for public SA).
A local bank will issue a certificate of deposit, which must be included in your registration file.
5. Submit the Application at GUCE (One-Stop Shop)
The Guichet Unique de Création d’Entreprise (GUCE) in Kinshasa handles all business registration formalities. It brings together representatives from various agencies, making the process faster and more efficient.
When submitting your application, include:
- Name reservation certificate
- Articles of Association
- Proof of share capital deposit
- Identity documents of shareholders and directors
- Proof of business address
- Completed GUCE application forms
The GUCE will process your registration and issue a Certificate of Incorporation (Registre de Commerce et du Crédit Mobilier – RCCM).
6. Obtain Your National Identification Number (NIF)
After incorporation, your business must obtain a Tax Identification Number (Numéro d’Identification Fiscale – NIF) from the Direction Générale des Impôts (DGI).
This number identifies your business for tax purposes and is mandatory for opening a bank account, issuing invoices, or signing government contracts.
7. Register with the National Social Security Fund (CNSS)
All employers in the DRC must register with the Caisse Nationale de Sécurité Sociale (CNSS) within 15 days of starting operations.
This registration ensures your company contributes to employee pensions, accident insurance, and other social benefits. You’ll need to submit your RCCM certificate, NIF, and employee details to complete the process.
8. Register for VAT (if applicable)
If your company’s annual turnover exceeds the threshold set by the DRC’s tax authority, you must register for Value Added Tax (VAT).
The VAT registration is also done at the Direction Générale des Impôts (DGI). Once approved, you’ll receive a VAT registration number and be required to charge and remit VAT on taxable goods and services.
9. Obtain Sector-Specific Licenses
Some industries in the DRC are regulated and require special operating licenses before commencing business. Examples include:
- Mining and Natural Resources: Ministry of Mines
- Banking and Finance: Central Bank of Congo (BCC)
- Telecommunications: ARPTC (Regulatory Authority for Post and Telecommunications)
- Health and Pharmaceuticals: Ministry of Public Health
Ensure you check with the relevant ministry or authority for licensing requirements specific to your sector.
10. Open a Corporate Bank Account
Once your company is officially registered and you have your NIF, you can open a corporate bank account in any commercial bank in the DRC.
You’ll need:
- Certificate of Incorporation (RCCM)
- Tax Identification Number (NIF)
- Articles of Association
- ID copies of directors and signatories
- Proof of address
Frequently Asked Questions (FAQS)
- How long does company registration take in the DRC?
- The process typically takes approximately 10 working days, assuming all documentation is complete and accurate.
- What is the minimum capital requirement?
- For a SARL (Société à Responsabilité Limitée, or Limited Liability Company), there is no strict minimum capital requirement, but 1,000,000 Congolese Francs (CDF) is generally recommended. For an SA (Public Limited Company), a minimum of 20,000,000 CDF is required.
- Can a foreigner own 100% of a company in the DRC?
- Yes, 100% foreign ownership is permitted for both subsidiary and branch companies.
- What is the main entity for doing business in the DRC?
- The most common structure is the Société à Responsabilité Limitée (SARL).
- Is a resident director required?
- No, a resident director is not required for a SARL, but it is necessary for a representative office.
- What are the post-incorporation requirements?
- Essential steps include registering for taxes with the Direction Générale des Impôts (DGI), registering with the national social security institute (INSS), and obtaining sector-specific licenses.
Conclusion
Company Registration in DRC is currently streamlined after the establishment of the Guichet Unique de Création d’Entreprise (GUCE). By following the above steps, you can legally start and operate your business in the DRC. Contact us for assistance.
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