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1.1.1. Main Forms of Doing Business

Republic of Congo provides several business forms for investors, of which the main forms include:

  • Company (Limited Liability Company or Public Limited Company); and
  • Foreign Business (Subsidiary or Branch or Representative Office).

Company

Companies can be formed either as Limited Liability Companies (LLC or SARL) or as Public Limited Companies (PLC or SA). LLC is generally set up by small sized companies and PLCs are for companies with larger investments.

Key aspects of Limited Liability Company include:

  • Minimum capital requirement is of USD 1,100;
  • Shareholders liability is limited to their contribution to the company;
  • Minimum 1 shareholder of any nationality is required and need not be resident of the country;
  • Shareholder can be an Individual or a Company;
  • Minimum 1 director who is a resident for at least 2 years in the country; and
  • Required to appoint a statutory auditory if:
    • share capital exceeds USD 110,000; or
    • annual turnover exceeds USD 275,000; or
    • employs more than 50 permanent employees.

Key aspects of Public Limited Company include:

  • Minimum capital of USD 11,000 is required;
  • Shares can be offered to the public;
  • Minimum 1 shareholder of any nationality is required and need not be resident of the country;
  • Shareholder can be an Individual or a Company;
  • Minimum 1 director who is a resident for at least 2 years in the country; and
  • Required to appoint approved statutory auditor at incorporation and use services of a public notary.

Foreign Business (Subsidiary, Branch, Representative Office)

Foreign companies can conduct their operations in Republic of Congo through the constitution of a subsidiary or a branch. It is possible to open a representative or liaison office, but this is possible only subject to prior approval by the Minister in charge. Further, a foreign entity which envisages conducting a temporary activity in Congo (execution of a single contract) must register with the Trade Register (since 2014; previously the foreign entity had to solicit an authorization from the Minister of Commerce, which authorization was granted for a period of 6 months renewable only once and for the execution of one project only).

Subsidiary can be formed as a Limited Liability Company or a Public Limited Company with 100% foreign holding.

A branch of a foreign entity is not regarded as a separate legal entity in Republic of Congo and its operations are defined and controlled by the foreign parent entity. A foreign entity resident outside member countries of OHADA may open a branch in Congo but only for a period of 2 years. Pursuant to the revised OHADA rules, the branch must be converted into a subsidiary within 2 years of operations. The conversion obligation may be postponed by ministerial authorization for a similar period of 2 years but only once and only for companies subject to a “special regime”. Prior to the 2014 revision of the OHADA rules, the conversion obligation could be postponed by ministerial authorization multiple times and without the limitation to those entities benefitting from a “special regime”. The branch is required to appoint at least 1 director/representative, of any nationality, to represent it in the country.

Further information on the general investment, tax and regulatory regime about the country is available at the following external references

  • “Doing Business” report from World Bank – click here.
  • Reports and publications from OECD – click here.
  • Reports and publications from IMF - click here.
  • The Agency for Promotion of Investments (API) in Congo – click here
  • Overview of Congo by Extractive Industries Transparency Initiative – click here