Doing business in Congo might not seem appealing, but the little central African nation offers foreigners a strategic location with resources such as an abundant supply of labor, raw materials, low cost of production, etc. The Commercial Companies Uniform Act is responsible for the regulation of business structures and other commerce-related activities.
Types of Business Entities
Companies except non-registered firms have to register with the Trade Register (RCCM). There are six companies recognized by the Commercial Companies Uniform Act within the territory.
Limited Liability Company (SOCIÉTÉ À RESPONSABILITÉ LIMITÉE – SARL) (LTD)
This company can be set up by a citizen or a legal resident or between two or more of such persons. It allows partners to be liable for the company’s debts but to the extent of their contributions. The rights of the partners are usually represented by the number of shares held. There is no minimum share capital and it is managed by one or more citizens (gérants) listed in the articles or memorandum of association. This kind of company is best suited to small-scale businesses.
Public Limited Company (SOCIÉTÉ ANONYME) (SA)
As with LLC, shareholders have rights based on their shares and are liable for the company’s debts to the extent of their contributions. However, it gives room for the public to invest and buy shares. The shares’ nominal value should be clearly stated in the articles of association. If it wants to go public, the minimum share capital is 100 million CFA Francs. It has to be managed by an Administrateur général or by a board of directors known as Conseil d’administration, depending on the size of shareholders available.
Simplified Joint Stock Company (SOCIÉTÉ PAR ACTIONS SIMPLIFIÉES) (SAS)
This kind of entity provides more flexibility to its shareholders and managers than Société Anonyme. It has no minimum share capital requirement and gives room for both legal persons and citizens as shareholders. Its governing body is flexible and determined by all shareholders. The articles of association of the form can be used to operate and manage the company. This may include the appointment of a general manager, deputy general managers, an executive committee, and a supervisory board.
Non-registered Company (SOCIÉTÉ EN PARTICIPATION)
According to the Revised Commercial Companies Uniform Act, partners of a business can choose not to register their company. This has no legal personality, and it is not required to be registered with the RCCM. This type of entity offers unlimited liability to all shareholders.
Created De Facto and De Facto Company
An organization is said to be created de facto when two or more persons or entities act as partners, with one of the companies recognized by the Revised Commercial Companies Uniform Act. A form recognized as a company created de facto is required to follow the rules relating to all Sociétés en Nom Collectif (SNC) in the Revised Commercial Companies Uniform Act. When two or more legal or natural persons are formed but the constitution of such company is affected by an error not corrected, or if the company is not recognized by the Revised Commercial Companies Uniform Act, it is deemed a de facto company.
Branch Office
This is a commercial establishment that is a part of a parent company with autonomous management. It can be established by a company or a Congolese. Although it lacks a distinct legal personality aside from the company, it is subject to the national laws of the state and has to be registered with the Trade Register to acquire legal status for business operations.
Note that to incorporate a company, it has to be registered and must satisfy all requirements such as the opening of a bank account, having a certificate of business name, a tax ID number, license or permit, etc.
