Investing In... 2026 Comparisons

The Congolese legal system is founded upon civil law principles derived from Belgian colonial law.

It is predicated upon seven formal sources.

• The Constitution.
• Duly ratified international treaties and agreements.
• Acts of Parliament (ordinary and organic laws).
• Administrative regulations.
• General principles of law.
• Local custom.
• Case law (having persuasive authority but not binding precedent).
• Legal doctrine.

The judicial system is bifurcated into two jurisdictional orders.

• The judicial order jurisdictions comprising tribunals and courts adjudicating civil, criminal, commercial and social matters. These are headed by the Court of Cassation. The Common Court of Justice and Arbitration of the Organisation for the Harmonisation of Business Law in Africa (CCJA) serves as a cassation jurisdiction on matters pertaining to the application of OHADA Uniform Acts.
• Administrative order jurisdictions comprising tribunals and courts adjudicating disputes between citizens and public administration, with the Council of State serving as the supreme instance.

The Constitutional Court ensures that all laws and regulatory instruments of the country conform to the Constitution. It adjudicates disputes relating to the elections of the President of the Republic, Members of Parliament, and Senators.

The Democratic Republic of Congo (DRC) is a member of several regional organisations including the Organisation for the Harmonisation of Business Law in Africa (OHADA), the Common Market for Eastern and Southern Africa (COMESA), the Economic Community of Central African States (ECCAS) and the Southern African Development Community (SADC).

General Rule

In principle, foreign direct investments (FDI) are unrestricted and do not require examination or approval by national authorities, in accordance with the principles of equal treatment and non-discrimination. In this regard, the investor enjoys full and complete economic and competitive freedom. In particular, the investor has the liberty to:

• acquire property, rights and concessions of any nature necessary for its activity, such as land, movable property, immovable property, or commercial, industrial or forestry assets;
• dispose of acquired rights and property;
• join any professional organisation of its choosing;
• select its technical, commercial, legal, social and financial management methods;
• select its suppliers, service providers and partners; and
• participate in public procurement tenders throughout the national territory.

However, investors seeking to benefit from fiscal and customs incentives may apply for and obtain approval by fulfilling certain criteria, such as:

• being an economic entity established under Congolese law;
• investing a minimum amount equivalent to USD200,000;
• undertaking to comply with environmental protection regulations; and
• committing to train national personnel in specialised technical functions.

The National Agency for Investment Promotion (ANAPI) is the central authority for foreign direct investment (FDI). It is responsible for promoting and facilitating foreign investment. Its remit includes the examination of investment projects (through feasibility studies, economic impact assessment and legal compliance), the granting of approvals and investor support.

During the implementation phase, the investor benefits from total exemption from import duties and taxes on machinery, tools and new or second-hand equipment, as well as on initial spare parts not exceeding 10% of the CIF (cost, insurance and freight) value of such equipment, total exemption from property tax, exemption from proportional duty upon company formation or share capital increase, and reimbursement of value added tax paid on imports.

In the operational phase, in addition to the benefits from the previous phase that have not yet expired, the investor obtains an exemption from professional income tax and an exemption from duties and taxes on the export of all or part of their finished, processed or semi-processed products, under conditions favourable to the balance of payments. Multiple projects of different nature presented by the same promoter, or of the same nature but located in several provinces or sites, benefit separately from these advantages.

Exceptions

Certain sectors are excluded from the benefits of the investment code and are subject to particular laws and specific approval procedures.

• Mining sector.
• Insurance and reinsurance sector.
• Banking sector.
• Production of armaments and related military activities.
• Production of explosives.
• Assembly of military and paramilitary equipment and materials for security services.
• Production of armaments and military and paramilitary activities or security services.
• Hydrocarbons sector.

The Democratic Republic of Congo is experiencing robust, albeit decelerating, economic growth. Following a rate of 7.5% in 2023, growth has moderated to 5.1% in 2025. This deceleration is primarily attributable to challenges in the extractive sector, notably a temporary suspension of cobalt exports which is anticipated to widen the current account deficit to 3.7% by the conclusion of 2025.

Significant reforms have been implemented to render the fiscal framework more straightforward, efficient and inclusive. A new system of personal and corporate taxation shall enter into force in January 2026. The revenue authority has introduced payment facilitation via standardised invoicing and established a fiscal mediation mechanism for the resolution of major tax disputes.

The government has adopted an investment targeting policy aimed at economic diversification. The authorities now actively encourage investments in the secondary sector, which generates added value. This strategic orientation seeks to reduce the economy’s vulnerability to fluctuations in commodity prices.

A positive development is the acceleration of growth in non-extractive sectors, which is projected to reach 5.3% by 2027, driven particularly by investments in construction and infrastructure.

Indeed, the DRC possesses considerable advantages for attracting FDI:

• exceptional natural resources (strategic minerals such as cobalt and copper);
• high hydroelectric potential; and
• abundant arable land.

The security situation in Eastern DRC remains volatile notwithstanding diplomatic progress. The Washington Agreement signed between Kinshasa and Kigali on 27 June 2025, followed by a declaration of principles between the Congolese government and the M23 armed group on 19 July 2025, established a ceasefire and laid the foundations for a comprehensive peace agreement. However, substantial challenges persist in the effective implementation of these agreements, with continuing confrontations between rebels, the Congolese army and their allies.

The structures most used in transactions include acquisition of control, acquisition of assets, share takeover, merger, and formation of a joint venture.

Transactions involving public companies are subject to more rigorous and formalised procedures than those involving private companies/businesses. Acquisitions of listed companies require compliance with OHADA company law regulations, which mandate transparency regarding purchase terms.

Conversely, transactions involving private companies benefit from greater flexibility, where parties are permitted to freely negotiate specific-purpose clauses such as warranties of assets and liabilities, and enjoy simplified transfer procedures.

Any foreign investor must consider various types of criteria. From a fiscal perspective, capital gains taxation, registration duties, possibilities for amortisation of acquired assets and the utilisation of international tax conventions are amongst the determinants.

Legal considerations encompass the transfer of liabilities and risks, preservation of existing contracts and licences, requisite regulatory authorisations and safeguarding of minority shareholders’ rights.

Finally, operational elements such as continuity of commercial operations, staff integration, maintenance of relationships with trading partners and completion timeframes significantly affect the decision regarding the most suitable structure. Investors who prefer to acquire a minority shareholding have a number of adapted mechanisms available.

Direct participation of less than 50% represents the most popular practice, typically supported by shareholders’ agreements that provide enhanced protection. Convertible instruments, such as bonds or convertible loans, may be transformed into shares, allowing gradual entry into the capital. The creation of preference shares granting specified advantages, such as priority dividends, veto rights, or buyback options, is also authorised by the OHADA Uniform Act on Companies.

The mergers and acquisitions within the OHADA region are primarily governed by the Uniform Act relating to Commercial Companies and Economic Interest Groups (AUSCGIE). These transactions require an approval process for the merger project, which involves internal authorisation by the corporate bodies as well as compliance with publicity and disclosure formalities.

Regarding the antitrust rules applicable to national mergers and acquisitions, these are principally set out in Organic Law No 18/020 of 9 July 2018 on Price Freedom and Competition (the “Competition Law”).

The merger control regime stipulates that a transaction must be notified if it results in the acquisition of at least 25% of the national market share for the products or services concerned by the merger project, or if it creates or strengthens a dominant position.

The DRC has recently established the Competition Commission (COMCO), an authority responsible for regulating competition and protecting consumers. Any concentration likely to significantly affect the market structure must be subject to prior notification to COMCO, in accordance with procedures to be defined by regulatory texts.

The DRC is also in the process of establishing a Financial Markets Authority (AMF), which will be tasked with overseeing the issuance of financial securities, public offers for purchase or exchange, and transactions on stock exchanges. For mergers and acquisitions involving listed companies or financial institutions, approval from this authority will be required in addition to that of COMCO.

Furthermore, if a transaction has a significant impact on trade between member states of the East African Community (EAC), of which the DRC is a member, and restricts competition within the common market, a notification must be submitted to the East African Community Competition Authority (EACCA). Legal Notice No EAC/191/2025 dated 1 July 2025 sets out the notification requirements for mergers and acquisitions, applicable financial thresholds, filing procedures, and transitional rules between national and regional authorities, thereby establishing a single community one-stop-shop for merger control in the region.

Certain mergers and acquisitions in strategic sectors require specific authorisations. For example, in the mining sector, any merger involving the absorption of a company holding an exploitation permit by another requires prior approval from the state. The same applies to any transfer of shares or equity interests within a company holding an exploitation permit that results in a change of control, as well as to changes in the shareholding of foreign companies controlling companies holding exploitation permits in the DRC.

In the banking sector, several operations are subject to prior authorisation from the Central Bank of Congo, including:

• mergers, demergers, or transfers of business branches involving a credit institution;
• acquisition by a credit institution of participation in a foreign enterprise;
• disposals by a credit institution of all or part of its assets, clientele, or business activity, within the limits set by the Central Bank of Congo; and
• investment operations involving securities issued or guaranteed by a foreign state, an international organisation, or a foreign enterprise.

The legal forms of companies in the DRC, as defined by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE), are principally structured as follows.

Private Companies (Unlisted)

The most prevalent form is the Private Limited Company (SARL – Société à Responsabilité Limitée), particularly suited to small and medium enterprises and modest-scale investments. It may be established by at least one member, whether a natural or legal person, with no minimum capital requirement. Another increasingly popular form is the Simplified Joint-Stock Company (SAS – Société par Actions Simplifiée), which offers considerable freedom regarding internal organisation and management.

SARLs and SASs are ideal for foreign investors seeking a simple, flexible and low-risk structure. Their limited liability protects the personal assets of members, and they do not require the mandatory establishment of a board of directors, which facilitates management. However, these forms do not permit public offerings for capital, which limits their access to public funds and may render them less attractive for large-scale FDIs.

Other forms also exist, such as the General Partnership (SNC – Société en Nom Collectif), suited to partnerships founded on personal trust, or the Limited Partnership (SCS – Société en Commandite Simple), which combines members with unlimited liability and members with limited liability. Additionally, Economic Interest Groupings (GIE – Groupement d’Intérêt Économique) are provided for temporary collaborations, such as consortia formed to respond to public tenders.

Public Companies (Listed)

The Public Limited Company (SA – Société Anonyme) is the mandatory form for enterprises wishing to raise funds on capital markets, such as the Regional Securities Exchange (BRVM – Bourse Régionale des Valeurs Mobilières). It requires a minimum capital of CDF10 million (CFA francs) (approximately GBP15,000) and a more formal governance structure, either a board of directors or a managing director.

The SA is particularly suitable for large FDI projects requiring substantial external financing. It allows stock exchange listing and the issuance of shares, attracting both private and institutional investors. This form imposes rigorous governance, with a board of directors, a managing director and annual reports, thereby enhancing transparency and investor confidence. In the DRC, the Public Limited Company form is mandatory in certain key sectors such as banking, insurance and telecommunications.

Under the OHADA legal regime, the relationship between a company and its minority investors is governed by a legal framework designed to balance power dynamics.

This legal framework is founded upon two fundamental principles: the primacy of corporate interest, which must transcend the individual interests of shareholders, and the equality of treatment amongst all members.

In listed companies, minority shareholders benefit from enhanced protection through the complementary application of financial markets law, particularly during acquisition and merger operations. They also possess the ability to form associations to collectively defend their interests.

For private companies, minority shareholders’ rights include privileged access to information, the ability to request a management audit to examine specific operations, the right to issue warnings in case of irregularities, and remedies against majority abuse.

As a general principle, businesses must comply with certain reporting requirements, including the annual filing of financial statements with the tax authorities and the Registry of Commerce and Securities. Any significant decision affecting corporate affairs, such as share transfers or proposed mergers, must likewise be formally registered.

The regulated agreements regime applicable to certain companies also requires any director or shareholder to either obtain prior shareholder approval before concluding certain transactions, or to declare such transactions after their completion.

Furthermore, the draft legislation governing the operation of stock markets stipulates that legal entities seeking to raise funds from the public must, beforehand, publish and make available a disclosure document containing information about the public offering’s terms and conditions, as well as details concerning the organisation, financial position, and business development of the legal entity. These requirements must be fulfilled in accordance with the general regulations of the Financial Markets Authority. All communications to the public must be accurate, precise, truthful, and published within the timeframe established by the Financial Markets Authority’s general regulations.

The capital markets remain embryonic, albeit developing, in the DRC, with limited participation from institutional and retail investors.

In the Congolese public capital market, the state mobilises financial resources through the regular issuance of Government Bonds and Treasury Bills. This mechanism operates within a legal framework structured by Decree No 18/025 of 11 June 2018, which precisely determines the conditions for issuance and redemption of these instruments. This regulatory architecture has been reinforced by Ordinance-Law No 23-021 of 11 November 2023, a fundamental text organising the comprehensive management of public debt. This Ordinance-Law defines not only the borrowing policy and loan formalisation procedures but also makes available various public financing instruments.

Private enterprises and investors primarily rely on banking sources due to the immaturity of financial markets. Commercial banks offer credit facilities, overdraft arrangements and loans to businesses, frequently secured against assets. However, elevated interest rates (up to 15–25% owing to inflation) and stringent collateral requirements restrict access, particularly for small and medium-sized enterprises.

Major enterprises in the mining sector occasionally benefit from syndicated financing arrangements with international banks. They also obtain capital via investment funds, loans from the World Bank, the International Monetary Fund or the African Development Bank.

Alternative capital markets, such as crowdfunding platforms, are non-existent in the DRC.

The Democratic Republic of Congo adopted a draft law on stock markets on 21 April 2025. This legislation introduces several key structures, notably the establishment of a securities and commodities exchange to facilitate the trading of financial securities and commodities, and the implementation of a financial markets regulatory authority as an independent body responsible for supervising and regulating financial activities.

In addition to these new regulations applicable to companies or natural persons seeking to raise capital from the public, the provisions of the OHADA Uniform Act on Companies shall apply concurrently.

The adopted draft law on stock markets introduces an initial legal framework for Undertakings for Collective Investment in Transferable Securities (UCITS), enabling the establishment of Common Investment Funds (CIFs) and Open-Ended Investment Companies (OEICs). The latter constitute public limited companies with a board of directors managing a portfolio of securities and deposits, offering flexible entry and exit for investors with capital fluctuation according to subscriptions and redemptions, whilst CIFs are co-ownerships without legal personality, administered by management companies on behalf of unit-holders.

The draft legislation mandates compulsory authorisation from the Regulatory Authority for any collective vehicle, alongside the appointment of an authorised management company, a depositary and an auditor, and requires a Key Investor Information Document detailing objectives, strategy, charges and risks. Future implementing regulations shall specify permitted strategies, investment limitations, unit valuation frequency and reporting obligations.

It should furthermore be noted that on 15 August 2025, the Congolese government adopted a draft decree establishing the Strategic Investment Fund of the Democratic Republic of Congo (SIF-DRC), which shall have as its principal mandates the mobilisation and structuring of innovative financing (beyond traditional loans and assistance) to accelerate the national development strategy, investment in strategic sectors such as infrastructure, energy, technology, agriculture, real estate and industry, and the enhancement of state assets whilst promoting partnerships with private or institutional investors, both domestic and foreign.

The merger control regime is constituted on the one hand by local regulations and on the other by regional regulations.

National Level

At the national level, there is Organic Law No 18/020 of 9 July 2018 concerning pricing freedom and competition (the “Competition Act”).

Any proposed economic concentration (mergers, acquisitions, joint ventures, etc) requires authorisation from the minister responsible for the economy, following prior consultation with the minister of the relevant sector, within a period of 60 days from receipt of the technical opinion of the Competition Commission. This period may be extended to 90 days if necessary, such as for investigations abroad or cases of force majeure.

The minister may also, either on their own initiative or at the request of the sectoral minister and after advice from the Commission, determine that the project does not fall within the scope of concentrations subject to prior notification, order the companies to modify or complete the operation to preserve competition, or condition its implementation on requirements compensating for any adverse effects on competition by economic and social contributions.

In cases of abusive exploitation of a dominant position or economic dependence, the Commission may request the minister to order the concerned company or group to modify, complete, or terminate the agreements that have led to such abuses, even if the legal procedure has been followed.

Finally, it is provided that a ministerial order (not yet published) will determine the constitutive elements and the modalities for submitting the file to the Commission. This file shall notably include the draft concentration act, a list of principal directors and shareholders, the financial statements of the last three years, a note on past acts affecting competition, information on production and resources deployed, and auditors’ reports for the last three fiscal years.

Regional Level

1. Legal Notice No EAC/191/2025, published on 1 July 2025, implementing the provisions of the Treaty establishing the East African Community (EAC) (as amended on 14 December 2006 and 20 August 2007) on competition within the East African Community.

Regarding the EAC, notification is required if the total assets or turnover of the parties within the EAC reach at least USD35 million, and if at least two parties each have combined turnover or assets of at least USD20 million within the EAC, except where each party conducts at least two-thirds of its activities in a single partner-state, rendering the operation domestic. The suspensory regime prohibits the operation from taking effect before approval, with any early implementation constituting “gun-jumping.”

For notification, files must be submitted on a prescribed form, accompanied by a copy of the transaction agreement and relevant documents, as well as fees prescribed by the EAC Council of Ministers, according to a scale in US dollars: USD45,000 for amounts between USD35 and 50 million, USD70,000 between USD50 and 100 million, and USD100,000 beyond USD100 million, payable by transfer to the EAC Secretariat’s account at the National Bank of Commerce in Tanzania.

2. COMESA Competition Regulations of December 2004.

The Common Market for Eastern and Southern Africa (COMESA) regulates competition through the COMESA Competition Regulations (adopted in 2004 and amended in 2014). The competition rules are enforced by the COMESA Competition Commission (CCC).

Notified mergers may not be implemented before approval by the CCC, under penalty of sanctions (including fines of up to 10% of annual turnover).

Certain transactions are exempt if they do not substantially affect competition or if approved by the CCC.

Violations may result in fines of up to 10% of the annual turnover of the involved companies, orders to cease illegal practices, or damages. Repeat offences attract harsher sanctions.

The CCC investigates complaints, may conduct inspections, and co-operates with national competition authorities. Decisions may be appealed before the COMESA Court of Justice.

The merger control regime in the Democratic Republic of Congo involves a substantive competition assessment of investments. The Competition Commission analyses the impact on competition, especially where the transaction creates or strengthens a dominant position.

The regulatory framework also includes an evaluation of economic and social contributions, allowing for compensation of competition harm through specific conditions. Oversight extends to abuses of dominant positions and economic dependence, with the possibility of intervention even after initial approval.

The review is based on a thorough analysis of the financial and commercial data of the companies involved, including balance sheets, production, and resources deployed. The decision-making process requires dual validation, with the technical opinion of the Competition Commission followed by the minister’s decision, after consultation with the sectoral minister.

Based on the Competition Act, the competent authority may require the following corrective measures and commitments.

• Order the companies to modify or complete the concentration operation in order to preserve competition.
• Condition the implementation of the operation on requirements that compensate for any harm to competition through economic and social contributions.
• In cases of abuse of a dominant position or economic dependence, order the modification, completion, or termination of the agreements that have led to such abuses.

These measures are taken by the minister responsible for the economy, following the opinion of the Competition Commission.

Based on the Competition Law framework in the Democratic Republic of Congo:

• the Minister of Economy, upon recommendation from the Competition Commission, may order the company or group of companies involved to modify, complete, or terminate, within a specified timeframe, any agreement or act that has led to abuses resulting in the concentration of economic power; and
• the Competition Commission may also propose to the Minister of Economy the temporary closure of companies found to be in violation.

Decisions made by the Minister of Economy may be subject to an administrative appeal before the superior administrative authority (the Prime Minister) and to judicial review before the administrative courts.

The DRC has established a system for controlling foreign investments through various regulatory mechanisms that take into account national security and strategic interest considerations.

Specifically, certain sectors deemed strategic or sensitive are expressly excluded from the scope of the 2002 Investment Code, which otherwise provides benefits and protections to foreign investors. These sectors notably include the production of military armaments and related equipment, explosives manufacturing, and the assembly of military and paramilitary equipment for security services.

Recently, a fourth department called the “Department of Economic and Financial Intelligence” (DIEF) was created within the National Intelligence Agency. This department is responsible for the research, investigation, inquiry, collection, exploitation, interpretation, dissemination, and monitoring of economic, financial, digital, and technological intelligence relevant to state security, both nationally and internationally.

This service generally operates by controlling existing companies or summoning individuals in cases of suspected investment activities that threaten state security.

The evaluation criteria include the following key considerations.

• Impact on national sovereignty – assessing how an investment might affect the state’s ability to maintain sovereign control over its strategic resources and infrastructure.
• Proximity to sensitive sites – scrutinising investments near military facilities, critical government sites, or strategic natural resources.
• Transfer of sensitive technologies – evaluating the risk of technology transfers that could have dual-use applications, both civilian and military.
• Investor background – conducting thorough checks on the investor’s history, especially any connections to entities or states deemed hostile.
• Integrity of the financial system – analysing risks related to money laundering, tax evasion, or other illicit financial activities.

In practice, the DIEF collaborates closely with other relevant ministries – such as mines, hydrocarbons, telecommunications, and defence – to ensure a comprehensive, multi-faceted assessment of potential national security risks posed by foreign investments in sensitive sectors.

In certain sectors, Congolese participation in the capital of an investment project is required, notably in the fields of mining, telecommunications, and subcontracting.

Where foreign labour is employed within the authorised limits in an investment project, the law imposes an obligation to provide training and skills development for national workers, with the aim of enhancing their expertise and employability.

The Department of Economic and Financial Intelligence (DIEF) works closely with other ministries and government agencies to ensure compliance with these measures. This is achieved through regular inspections of facilities and operations, continuous monitoring of foreign investors’ activities, and the enforcement of sanctions in cases of non-compliance, which may include fines where violations are identified.

The competent authority cannot block or challenge an FDI provided that it complies with the legal requirements for establishment or the obtaining of an operational permit or licence.

In the event of a dispute or challenge, the investor has access to administrative and judicial remedies, including the possibility of international arbitration pursuant to applicable treaties.

Foreign Exchange Regulations

Residents of the Democratic Republic of Congo and non-residents are permitted to hold foreign currency accounts with local commercial banks and foreign banks without any obligation to repatriate funds held abroad to the DRC, except in the mining sector where the Mining Code requires companies to maintain a 60:40 ratio between their onshore and offshore accounts respectively during the amortisation phase of any loan contracted from foreign banks. Amounts held in foreign currency accounts may be used for all lawful purposes.

Pursuant to foreign currency regulations, any transaction involving the sending or receipt of primary or secondary income and capital transfers amounting to USD10,000 or more, or its equivalent in other foreign currencies, requires the prior subscription of a declaration form RC (Renseignement de Change (Exchange Control Declaration)) model, which must be completed by the sender with transfer details at an authorised bank.

For financial transactions, an RC declaration form must be obtained from an authorised bank, regardless of the amount involved. Subscription to an RC declaration form requires the presentation of supporting documents such as invoices and contracts related to the transaction.

The authorised intermediary bank is obliged to submit all supporting documents via the computer system established by the Central Bank of Congo (BCC).

Furthermore, for any transfer of funds abroad, whether for payment of services or repatriation of funds to the investor’s country, a foreign exchange control commission of 0.02% of the transfer amount is levied by the commercial bank executing the transaction, payable to the BCC.

Additionally, the repatriation of export proceeds from services must occur no later than 30 calendar days from the provision of the service.

Sectoral Restrictions

Mining

The participation of natural persons of Congolese nationality is required for the constitution of the share capital of mining companies. They must hold at least 10% of the share capital. In the case of small-scale mines, the percentage is at least 25%.

The granting of an exploitation permit is subject to the transfer to the state of 10% of the shares comprising the share capital of the applicant company. These shares must be free of any encumbrance and non-dilutable.

Hydrocarbons

Ministerial Order No M-HYDD/015/ASM/CAB/MIN.HYD/2025 of 1 July 2025 clarifies and regulates the modalities of service provision and subcontracting. This text establishes a principle of national preference for service provision, where technical competencies and commercial conditions are equivalent. It also imposes an obligation on non-national service providers to systematically train Congolese professionals during each contract to ensure knowledge transfer and the development of local human resources.

Agriculture

Applicants for agricultural concessions must be natural persons of Congolese nationality or legal entities under Congolese law, whose majority of shares are held by the Congolese state and/or Congolese nationals.

Telecommunications

At least 25% of the share capital of a telecommunications company must be held by Congolese natural persons or legal entities whose shares are held by Congolese natural persons. This subscription must be effected within three years following the incorporation of the company. Furthermore, Congolese employees of the company are entitled to 5% of the share capital.

Banking

The share capital of each institution must be held by at least four shareholders, each owning a minimum of 15% of the shares. From 4 July 2026, no shareholder may control more than 55% of the capital of a bank.

Subcontracting

The majority of the share capital of any subcontracting company must be held by natural or legal persons of Congolese nationality. Its governing bodies must be primarily administered by natural persons of Congolese nationality and its staff must be mainly composed of natural persons of Congolese nationality.

Employment

In 5 August 2025, the Minister of Employment and Labour of the DRC issued two important ministerial orders concerning the employment of foreigners.

1. Order No 32 modifies the operating rules of the National Commission for the Employment of Foreigners, which rules on the engagement of foreigners (except those covered by the Vienna Convention of 1961). This text aims to protect the local workforce by giving it priority for all remunerated employment. It requires the employer to obtain a work card for foreigners before any recruitment, granting the right to a work establishment visa.

2. Order No 33 sets the maximum percentages of foreigners authorised in companies according to sectors:

• 6.5% for agriculture, extractive industries, manufacturing, insurance, construction, electricity, water, and services;
• 4% for banking, real estate, commerce, transport, and information and communication technologies; and
• 2% for services.

Derogations may be granted by the Minister, upon motivated advice from the National Commission for the Employment of Foreigners, depending on the specific needs of the sector and the project.

The Democratic Republic of Congo has undertaken a major fiscal reform of its corporate taxation system, which shall come into force as of January 2026.

The tax regime is henceforth based on a standard tax rate of 30% on net profits, coupled with a minimum rate of 1% of turnover for companies in a deficit or low-profitability situation.

The following entities are liable to Corporation Tax by virtue of their legal form, irrespective of their object:

• public limited companies (PLC), whether multi-member or single-member;
• private limited companies (Ltd), whether multi-member or single-member; and
• simplified joint-stock companies, whether multi-member or single-member.

The following entities are liable to corporation tax solely by election:

• general partnerships;
• limited partnerships; and
• joint ventures.

Foreign civil or commercial joint-stock companies with a permanent or fixed establishment in the Democratic Republic of Congo are likewise liable to corporation tax.

Beyond corporation tax, the Congolese fiscal system comprises various additional taxes, notably as follows.

• Value added tax (VAT) is levied on the supply of goods and services, with a standard rate of 16%.
• Property tax on immovable property, the amount of which is fixed according to surface area and varies according to the nature of the property and the ranking of localities.
• Vehicle tax, the amount of which varies between USD40 and USD100 (depending on the type of motor vehicle).
• Special road traffic tax, the amount of which varies between USD9 and USD300 (according to the type of motor vehicle).

A withholding tax at the rate of 20% shall be levied on dividends or interest paid to investors holding shares in a commercial company. The withholding tax shall be declared within ten days following the month during which the income was paid to the beneficiary, made available to them or credited to an account opened in their name.

The DRC has entered into several bilateral tax treaties aimed at preventing double taxation. These treaties provide for reduced withholding tax rates for dividends, interest and royalties; which generally vary between 5% and 15% for dividends and between 0% and 10% for interest, depending on the specific treaty.

For example, the Double Taxation Agreement (DTA) between the DRC and South Africa allows the state in which the company paying the dividends is resident to tax them in accordance with its laws, but limits this tax to 5% (or 15% in certain cases) of the gross amount if the beneficial owner is a company holding at least 25% of the capital of the paying company and is resident in the other contracting state, which is advantageous compared to the 20% withholding tax applied under Congolese legislation to dividends paid to non-resident companies. For interest arising in a contracting state and paid to a resident of the other state, it may be taxed in the state of origin, but the tax is capped at 10% of the gross amount if the beneficial owner is resident in the other state, compared to a 20% withholding in the DRC without the treaty, thereby reducing the potential tax burden by half.

The optimisation of the depreciation base constitutes a primary strategic approach. The legal revaluation of fixed assets and the structuring of acquisitions enable the increase of tax-deductible expenses, particularly effective in sectors with high capital intensity.

Intragroup financing strategies also represent a lever to be explored. The utilisation of loans, royalties and service fees between connected entities may reduce the taxable base, subject to compliance with thin capitalisation rules and the arm’s length principle.

Congolese legislation authorises the carrying forward of losses for five years, which allows for their strategic utilisation according to anticipated profitability cycles.

Although the DRC does not possess a formal fiscal consolidation regime, an adequate structuring of flows within groups can achieve similar objectives. The utilisation of regional holding companies in treaty jurisdictions likewise optimises the taxation of dividends.

Specific arrangements such as special economic zones and sectoral incentives complement the available optimisation arsenal. However, these strategies must form part of a rigorous compliance approach, as the Congolese tax authorities have considerably strengthened their controls in recent years.

In the Democratic Republic of Congo, capital gains realised by foreign investors upon disposal of foreign direct investments are taxable.

These capital gains are incorporated into the standard taxable base and subject to the corporate tax rate of 30%, following the territoriality principle which governs the Congolese tax system.

The mining legislation has, however, introduced particular provisions concerning the transfer of shares by non-resident entities. Pursuant to the mining regulations, capital gains realised by foreign legal persons on the sale of shares held, directly or indirectly, in a company holding mining rights situated in the DRC are deemed to be of Congolese origin insofar as the transfer of said shares equates to the transfer of a fraction or the totality of tangible and intangible assets and mining reserves constituting the assets of the legal person established in the DRC.

The Mining Regulations further provide that any transfer of shares in a legal person holding mining rights is subject to the payment of proportional duties for the benefit of the Public Treasury at a rate of 1% calculated on the nominal value of the transferred shares.

For foreign investors seeking to optimise their tax position, several options exist. The Investment Code offers fiscal advantages to investments approved under the Investment Code regime.

Special economic zones, the first of which was launched in 2020, offer temporary tax exemptions of five to ten years.

Transfer Pricing Rules

The Congolese tax legislation requires that transactions between associated enterprises respect the arm’s length principle. This principle mandates that the commercial and financial conditions of intragroup transactions be comparable to those that would be practised between independent enterprises.

Multinational enterprises operating in the DRC must prepare and maintain detailed documentation justifying their transfer pricing policy. This documentation must notably include:

• a functional analysis of the entities involved;
• the chosen price determination method; and
• comparability analyses justifying the prices used.

The Congolese tax administration possesses the power to make adjustments when it deems that the prices used deviate from the arm’s length principle, resulting in the reintegration of profits unduly transferred abroad into the Congolese taxable base.

Control of Payments to Foreign Entities

Payments of interest, royalties and service fees to foreign entities are subject to enhanced scrutiny and are subject to withholding taxes. The tax administration may challenge the deductibility of these expenses when they appear excessive or do not correspond to services actually rendered.

The DRC applies thin capitalisation rules which limit the deductibility of interest paid to related enterprises when the indebtedness of the Congolese enterprise exceeds certain thresholds. These provisions aim to prevent the erosion of the taxable base through excessive indebtedness to entities within the same group.

The Congolese tax administration may challenge operations devoid of real economic substance and which are primarily motivated by tax considerations.

Limitations on Financial Expenses

Thin capitalisation mechanisms limit the deductibility of interest paid to related enterprises when the debt ratio exceeds certain thresholds. This measure aims to prevent the erosion of the taxable base through excessive indebtedness to entities within the same group. Headquarters’ expenses and technical assistance fees invoiced by foreign companies are also strictly regulated.

Withholding Tax System

The DRC applies a system of withholding taxes on payments made to non-residents (20% on interest, royalties and service provisions), constituting a preventive mechanism against the erosion of the taxable base. These measures are accompanied by enhanced reporting obligations aimed at improving the tax transparency of cross-border operations.

The legal framework governing employment in the DRC is primarily regulated by the Labour Code, enacted by Law No 015/2002 of 16 October 2002, and amended in 2016. This Code is inspired by the international standards of the International Labour Organization (ILO) and covers several essential aspects:

• employment contracts;
• the rights and obligations of employers and employees;
• working conditions;
• social security; and
• dispute resolution mechanisms.

It is supplemented by implementing decrees, sector-specific laws (such as Law No 007/2002 on occupational health and safety), and international agreements ratified by the DRC.

The enforcement of these regulations is overseen by the General Labour Inspectorate, a service under the Ministry of Labour and Social Welfare. Labour disputes fall within the jurisdiction of specialised labour courts.

Collective agreements are negotiated between trade unions and employers at the enterprise level. Such agreements may include provisions more favourable to workers than those provided by law, but they cannot derogate from mandatory legal provisions. The duration of collective agreements is freely decided by the parties. A fixed-term collective agreement cannot be terminated before its expiry and is tacitly renewed as an indefinite agreement if not denounced. Conversely, an indefinite collective agreement may be wholly or partially terminated by either party, subject to a written notice period of three months unless otherwise stipulated.

There is also a National Interprofessional Collective Labour Agreement dated 30 September 1995, which applies to enterprises operating in certain sectors, including extractive and manufacturing industries, construction and public works, electricity, gas, water and sanitary services, commerce, banking, insurance, real estate, transport, warehousing, communication, and services.

Trade union freedom is recognised; every worker is free to join or not join the trade union of their choice. Worker representation within enterprises is ensured through an elected delegation, which has competence over all matters relating to working conditions. The employer is required to consult this delegation on working hours, general criteria for hiring, dismissal and transfer of workers, remuneration and bonus systems, and the drafting or modification of company regulations.

For foreign investors, several key points must be understood to ensure compliance and minimise risks.

1. Employment contracts must be in writing and of indefinite duration for permanent positions. Any individual dismissal must be justified. In the event of unfair dismissal, the employer is obliged either to reinstate the employee or to pay compensation equivalent to 36-months’ salary.

2. An employee may not enter into more than two fixed-term contracts with the same employer, nor renew a fixed-term contract more than once, except in certain cases such as seasonal work or activities in the mining, hydrocarbons, and hotel sectors.

3. The current legal minimum wage is set at CDF21,500 per day (approximately USD9.50) for the least qualified worker. This amount is subject to periodic revision.

4. The legal working time for employees or workers of either sex, regardless of the form of work, shall not exceed 45 hours per week and 8 hours per day, with one day off per week and paid leave (18 days per year). Child labour under 16 years of age and forced labour are strictly prohibited.

5. Employers are required to pay mandatory social security contributions to the National Social Security Fund (CNSS) for retirement, sickness, and accidents (approximately 16.5 to 18% of salary). They must also provide basic medical insurance to all workers and their dependents.

6. The employment of foreigners is strictly regulated. To work legally in the DRC, a foreign national must obtain a work establishment visa corresponding to the duration of their stay, acquire a residence permit from the city where they reside, and their employer must apply for a foreign worker’s permit from the National Commission for Foreign Employment, after payment of the required fees and taxes.

It should be noted that there is a minimum quota of foreign workers authorised according to the sector, and employers are obliged to train local workers for the same tasks performed by foreign workers (see 8.1 Other Regimes under “Employment”).

General Principles

Remuneration is freely negotiated between the worker and the employer according to the tasks to be performed, whilst respecting the legal minimum wage. This is currently set at CDF21,500 per day (approximately USD9.50) for the least qualified worker.

Payment Methods and Social Benefits

Wages are generally paid monthly and in cash. It is important to note that statutory social benefits, notably accommodation and transport, compulsorily form part of the worker’s total remuneration.

Employee Share Ownership

Certain undertakings may implement an employee share ownership scheme for the benefit of their employees. This measure is mandatory in the telecommunications sector, where 5% of the share capital must be reserved for Congolese workers of the company.

Mandatory Deductions

The employer is required to withhold from the remuneration the amount of mandatory social security contributions payable by the worker, as well as income tax.

Protection of Acquired Rights

In the event of an acquisition, change of control or any other similar transaction, workers’ acquired rights shall be fully maintained (remuneration, seniority, health insurance, social security contributions, etc). The new acquirer may under no circumstances reduce the remuneration or other benefits acquired by workers prior to the transaction.

As mentioned in 10.2 Employee Compensation, in the event of an acquisition or change of control resulting in a change of employer – notably by transfer, succession, merger, or transformation of the business – all employment contracts in force at the date of the change shall be maintained between the new employer and the employees under the same conditions. In other words, acquired rights (such as seniority, remuneration, and benefits) must be preserved. This obligation of continuity is provided for under Article 80 of the Labour Code.

The restructuring of a company following an acquisition may lead to collective redundancies on economic grounds, which are subject to a strictly regulated procedure. The employer is required to inform the workers’ representatives of the proposed redundancies and to seek their observations. This consultation must be documented in a signed minutes document, containing an explicit agreement on the economic situation of the company that justifies the proposed measure.

Only after this consultation may the employer submit a request for authorisation to dismiss on economic grounds to the Minister of Labour and Employment, accompanied by certain documents:

• the company’s financial statements;
• the list of employees ordered according to the redundancy criteria set out in the Labour Code;
• the list of positions to be eliminated; and
• the minutes of the extraordinary consultation meeting with the workers’ representatives.

The employer then obtains either a formal authorisation from the Minister of Labour by ministerial decree or a deemed authorisation by legal presumption if the Minister fails to respond within 45 days from the date of acknowledgement of receipt of the authorisation request.

Failure to comply with these formalities may result in the annulment of the dismissals by the labour tribunal, and the employer may be ordered to pay compensation for unfair dismissal equivalent to 36-months’ salary of the employees’ last remuneration.

Intellectual property (IP) is not an explicitly central criterion in the FDI controls in the Democratic Republic of Congo. However, foreign investors are required to fully comply with Congolese IP legislation, notably Law No 86-033 of 5 April 1986, which protects copyright and related rights. Compliance with these rules is essential to ensure the legality of activities and to avoid any disputes related to IP.

The DRC maintains a structured legal framework for the protection of IP, notably through Act 86-033 of 5 April 1986 governing industrial property, together with its implementing regulations.

Copyright is duly recognised and protected therein, with explicit provisions concerning intellectual works. The legislation further stipulates limitations to copyright, particularly for cultural, scientific or educational purposes, as well as the requirement to obtain authorisation for certain reproductions or publications.

The procedure for filing or renewing trade marks is comparatively protracted, typically requiring between three and six months for completion.

At present, no specific regulations exist pertaining to works generated by AI.

Personal data protection is governed by Ordinance-Law No 23-010 of 13 March 2023 establishing the Digital Code. This legislation regulates the collection, processing, storage and protection of personal data.

The Digital Code, in its personal data protection section, has extraterritorial scope. It applies to data processing carried out abroad when targeting the Democratic Republic of Congo. This means that a foreign investor, even operating from their own jurisdiction, is subject to this regulation if their data processing targets the Congolese market.

The supervisory authority is currently provided by the Authority for Posts, Telecommunications and Information and Communication Technologies (ARPTIC), pending the effective establishment of the Data Protection Authority. This authority has broad powers.

• Regulatory, advisory and authorisation powers.
• Investigation and control powers.
• Administrative and pecuniary sanction powers (fines).
• Information and awareness-raising powers.
• International co-operation.
• Monitoring of cross-border data transfers.

The penalties provided for are significant and can far exceed direct economic losses.

• Fines ranging from USD4,000 to USD98,000 for violations without serious impact.
• Fines corresponding to 5% of annual turnover excluding tax in the event of a violation resulting in death or attempted murder of one or more persons.