Register a company in the Republic of the Congo

The embassy's investor guide says a company can be set up whatever the founder's nationality or place of residence, and that the formalities can also be completed online at www.acpce.cg. It is silent on whether a founder must appear in person or may file through a representative. We confirm that with the ACPCE before you sign a power of attorney. Documents signed abroad need legalisation, because the Republic of the Congo is not party to the Apostille Convention, and the route depends on the country they come from. We plan the capital deposit with you as well, since it goes into an account in the company's name before filing.

Registration starts from $3,500. Official ACPCE fees, any notary fees and a legal address, if you need ours, are quoted separately. With an EMI or online bank account, from $5,400. The capital is not part of the price: the SARL has no legal minimum, so you choose the amount, in shares of at least XAF 5,000, and deposit it in the company's account.

Not in the Republic of the Congo. Décret 2017-41 lets the partners set the capital in the statutes, in equal shares with a nominal value of at least XAF 5,000. The XAF 1,000,000 you may see quoted is the general OHADA figure, and the Congolese decree applies instead. Whatever amount you choose is paid into an account opened in the company's name at a bank or approved credit or micro-finance institution, and the statutes record the payment. Coming from abroad, that capital can count as foreign direct investment, which brings in the BEAC declaration.

Corporate tax is 30%. Microfinance and private education pay 25%, and mining, quarrying and real-estate development 28%. Up to XAF 100 million of turnover, a flat tax of 5% of turnover or 8% of margin replaces it. A minimum tax of 1% of turnover applies, at least XAF 1 million, and 2% after two loss years in a row. VAT is 18.9% including the surtax. Dividends carry 15% withholding, and services billed by companies with no Congolese tax residence 20%. Employers pay a 7.5% single tax on the salaries of resident employees, plus social contributions: 10.035% family allowance and 2.25% work-accident cover on pay up to XAF 7.2 million a year, and 8% old-age, invalidity and death cover on pay up to XAF 14.4 million. Projects of XAF 100 million or more can apply for approval under the 2003 Investment Charter (Law 6-2003), which PwC describes with a full corporate-tax exemption during set-up and the first three tax years; we check that it still applies before you build a plan on it.

At the ACPCE, registration takes 48 hours at most, according to the embassy's investor guide, which also reports investors' experience of about a week for the whole administrative set-up when the documents are ready. The variable part comes first. Documents from abroad have to be legalised and the capital deposited, and where the BEAC declaration applies, it goes in at least 30 days before the investment. Under OHADA rules a company applies for RCCM registration within a month of its constitution. Our own preparation time is confirmed in your quote, as a dated plan.

In two stages. The capital comes first, before filing: it goes into an account opened in the name of the company in formation at a bank or approved credit or micro-finance institution, which issues the declaration of payment the founders rely on. The operating account comes after registration. Under CEMAC Regulation 02/18 the company is a resident, so opening a foreign-currency account outside CEMAC needs BEAC authorisation, and Article 43 does not allow a resident to open a foreign-currency account inside CEMAC. We check the EMI or online-bank route against those rules before applying; a local bank account is available on request. Current payments abroad can be made freely once the origin of the funds is shown.

The currency rules. Foreign direct investment into CEMAC is declared to the BEAC and the ministry in charge of money and credit at least 30 days before it is made, and that weighs more on the calendar than the ACPCE's 48 hours. Dividends and profits due to a foreign owner can leave CEMAC freely, but only with the supporting documents the exchange rules ask for, and the embassy's investor guide lists a 1.5% tax on the gross amount of transfers abroad. Exporters have 150 days to bring their proceeds home. We build the order of the setup around these rules.

Yes. A branch is registered in the RCCM, but it has no legal personality of its own, and under OHADA's Uniform Act a foreign-owned branch must be contributed to a company under Congolese law within two years of its creation, unless a ministerial order (arrêté) grants an exemption. Those exemptions are published in the Journal officiel, branch by branch. For tax, 70% of a branch's net profit counts as distributed and bears the 15% dividend rate. For a business that means to stay, the SARL is the simpler start.

Companies under the actual tax regime file and pay online. VAT returns are monthly, due before the 20th. Corporate tax is paid in quarterly instalments on 20 February, 20 May, 25 August and 20 November, and the annual return (the DSF) is due by 20 May, prepared under OHADA accounting rules and certified by a chartered accountant if there is no statutory auditor. Business tax is paid by 20 April, with a 5% surtax since 2025. Since the 2025 Finance Law, taxable transactions are invoiced through a certified electronic system (SFEC), and non-compliance can cost up to XAF 50 million in fines. The single business licence from the ACPCE is renewed against a tax good-standing certificate and a payment of XAF 20,000 to XAF 60,000, depending on the company's form.

Usually not, and we tell clients so early. Profit is taxed at 30% and dividends at 15%, and the only treaties PwC lists are with China, France, Italy and Mauritius, plus the CEMAC treaty. A parent-subsidiary regime helps inside CEMAC: if both companies are incorporated there and the parent has held 25% for at least two years, dividends from a Congolese company are exempt from the parent's corporate tax except for 10% of their amount, and the 15% withholding is final. PwC also describes special-economic-zone incentives but notes that their eligibility requirements have not been set yet. A Congolese SARL earns its cost when the clients or the assets are in the country.