A Limited Liability Company (SARL) is the most frequent legal entity in the Republic of the Congo (ROC). In Congo, establishing a SARL takes roughly 149 days. CDF, USD, and any legal currency are among the currencies that can be used to fund your legal entity. The Centre of Formation of Enterprise -CFE (“Centre de Formalities des Entreprises”) is in charge of company registration in the Republic of Congo. Two copies of the bylaws and two copies of the capitalization paperwork. (i.e. Bank’s letter or Affidavit), a copy of the company’s investment strategy, the company’s approved financial statement (if available), and ownership documents or lease agreements for the company’s office are among the documents to be submitted to the CFE.
Company Registration Procedures in the Republic of Congo
The following are the procedures for registering a company in the Republic of Congo
Capital deposit
Obtain the deposit documentation after depositing the legally required capital in a bank. Only after the RCCM and the NIU (Numéro d’Identification Unique) are presented is the bank account deposit formalized. In practice, the notary receives the minimal capital necessary.
Drafting of the Articles of Association
With the help of a public notary, draft and notarize the articles of association. The articles of association are prepared and legalized by the notary. The notary additionally signs a verified declaration of subscription and payment, certifying that the entire beginning capital has been deposited to the bank. Companies can have the articles of association drafted by a notary. The articles would be written in this situation before the initial capital is deposited. The entrepreneur would then return to the notary to acquire a declaration of subscription and payment (Déclaration notariée de souscription et de versement). The notary cost is XAF 300,000, and the stamps are XAF 12,000 each.
Registering with IRS
Register your articles of incorporation with the IRS. The cost of registering the articles of association of a new firm with the tax authorities was abolished by the Minister of Finance of the Republic of Congo through the ratification and implementation of the Fiscal Law 2012.
Criminal record
Obtain a copy of the company manager’s criminal record. The Court of First Instance handles this formality. It costs 2,000 XAF.
Filing of the Articles of Incorporation
File articles of incorporation with the Clerk’s Office of the Court’s commercial registrar. Identification of managers, the criminal record of managers, lease (copy), and notarized articles of association are necessary to register the articles of association with the Commercial Registrar.
Registering with CFE
Register with the Center for Business Formation (CFE). The CFE serves as a one-stop shop for a variety of registration procedures. The company is also registered with the Chamber of Commerce and the Centre National de la Statistique et des Études Économiques (CNSEE), in addition to the CFE. Although the CFE conducts commercial registration at the court, it is generally faster for businesses to register with the court directly. Through the adoption and execution of the Fiscal Law 2013, the Minister of Finance of the Republic of Congo eliminated the need for a merchant card to begin operations.
Meeting with Tax authorities
Make an appointment with the tax authorities. To receive a tax identification number (TIN), the corporation registers with the CIU (Centre d’Identification Unique). After obtaining this number, the patent payment can be completed. The process of obtaining this TIN is lengthy and can take up to a month.
Publishing in a legal journal
Post the company formation notice in a legal journal. Notice of company establishment can be published in the Official Gazette, which takes one month, or in any legal publication, which takes one week. The company name, capital, and taxpayer identification number are all listed on the notice. It costs XAF 50,000.
Notifying the Ministry of Labor
Notify the Ministry of Labor (ONEMO) that operations have begun. The labor authorities must certify employee contracts.
Registration with RLDA
Register with the Regional Labor Direction Agency.
Filing with the Social Security Administration
File a claim with the Social Security Administration. A manager’s identification, employee contracts approved by the Ministry of Labor, a manager’s commerce card, a copy of the lease, and notarized articles of incorporation are required to register with the Department of Consumer Affairs. Social Security Administration. Social security contributions are 2.8 percent of the employee’s wage and 3.2 percent of the employee’s earnings. They are paid one trimester in advance.
Additional information
The CFE is supposed to bring all services under one roof, making it easier for enterprises to launch and close. The Investment Charter, which went into effect on January 18, 2003, provides international investors with several rights, including no discrimination or disqualification based on the type of investment and equal justice under Congolese law. The cost of forming a business is determined by the sort of business being created. The registration price for a small company with a valuation of less than $2,000 ranges from $244 and $4,444 for a large company with a capitalization of more than $2,000,000. In Congo, a local partner is not required to start a firm. According to the CFE’s Secretary-General, the complete business registration process should take three weeks on average. Depending on the nature of the firm, there may be additional government licenses and permits needed for the process.
