The principal forms of corporate/business organisations in the Republic of Congo are:

• the joint-stock company (with one or more shareholders) (Société Anonyme (SA) in French);
• the limited liability company (Société à responsabilité limitée (SARL) in French)
• the establishment (natural person merchant); and
• the simplified joint stock company (SAS);

The principal source of corporate governance is the OHADA Uniform Act Relating to Commercial Companies and Economic Interest Groups (the “Uniform Act”) adopted on 30 January 2014.

Corporate Governance Requirements

Corporate governance requirements for companies listed on the stock exchange are provided for by Articles 823 et al. of the Uniform Act.

They are subject to the mandatory requirements outlined below.

Share capital

In addition to the general rules applicable to companies, any company making a public offering must have a minimum share capital of XAF100,000,000. Failing this, the company may be dissolved. The capital must be fully subscribed. Shares issued for cash must, upon subscription of the capital, be paid up to at least one quarter of their nominal value. The balance must be paid within a period not exceeding three years from the company’s registration in the register of commerce and securities, following a decision of the board of directors. Shares representing cash contributions that are not fully paid up must remain registered in nominative form. So long as the capital has not been fully paid up, the company may neither increase its capital, unless the increase is made through contributions in kind, nor issue bonds. Shares issued in return for contributions in kind must be fully paid up on issue. Shares may not be issued in exchange for services.

Audit committee

The board of directors is required to have an audit committee, composed exclusively of non-employee directors who do not hold any position of chief executive officer, general manager or deputy general manager within the company.

The main duties of the audit committee include:

• examining accounts and ensuring the relevance and consistency of accounting methods adopted in the preparation of the company consolidated accounts;
• monitoring the process of reporting financial information;
• monitoring the effectiveness of internal control and risk management systems;
• issuing a recommendation on candidates to the post of auditors proposed by the general meeting; and
• presenting regular reports to the board of directors on the performance of its duties while promptly raising the alarm on any difficulties encountered.

Share subscription publication

The founders shall publish, before undertaking any share subscription transaction, a notice in newspapers authorised to publish legal notices in the Republic of Congo and in any other state of the OHADA area. 

Annual publications

Companies must publish, in newspapers authorised to publish legal notices, within four months of the close of the fiscal year and at least 15 days before the annual ordinary general meeting of shareholders, under a heading clearly stating that the documents are drafts not audited by the auditors, the following information:

• summary financial statements (balance sheet, financial results, supply and use tables and annexed statements);
• the proposed allocation of income; and
• for companies with subsidiaries or consortiums, consolidated summary financial statements, if available.

Semesterly publications

Companies must, within four months following the end of the first half of the fiscal year, publish in a newspaper authorised to publish legal notices a statement of operations and income as well as an interim report and the auditors’ certificate confirming the fairness of the information provided.

The statement of activities and income shall show the net amount of the turnover and income from ordinary transactions before tax.

The interim activities report must comment on the figures relating to turnover and income for the semester. It must also describe the company’s operations during that period and forecast the likely trend of those operations until the end of the financial year, as well as any important events.

The principal source of corporate governance is the Uniform Act.

Please refer to 1.1 Corporate Forms and Governance Requirements. These requirements are mandatory.

There have not been any recent changes to listing requirements affecting corporate governance. However, in April 2025, the COSUMAF held a consultation, during which it revealed a new regulation project.

In its report, it concluded that “[t]he proposed new Regulation repeals and replaces Regulation No. 01/14/CEMAC-UMAC-CM of 25 April 2014. Its purpose is to adapt the book-entry system to changes in the legal business environment, to harmonise the general regime governing the holding, safekeeping and circulation of securities in Central Africa, and to align national financial securities management systems with Community legislation and an integrated regional platform” .

Under Congolese law, companies are governed by:

• shareholder assembly;
• the board of directors/general director; and
• the general manager.

Shareholder Assemblies

In sole-shareholding companies, all the decisions taken by the bodies below are taken by the sole shareholder, pursuant to Article 558 of the Uniform Act. The bodies below exist regardless of the type of company.

The ordinary general assembly is competent to:

• approve the summary financial statements of the fiscal year;
• decide on the distribution of the financial results, and, under pain of nullity of any contrary decision, allocate at least one-tenth of the profits for the financial year, after deducting, where appropriate, losses carried forward, to the legal reserve; this allocation ceases to be compulsory once the reserve reaches one-fifth of the amount of the stated capital;
• appoint members of the board of directors or the general director and, where appropriate, the deputy general director, as well as the auditor;
• decide on the auditor’s report, approve or refuse to approve agreements between company management or a shareholder holding more than 10% of the capital of the company and the company;
• issue bonds;
• approve the auditor’s report on the acquisition of a property owned by a shareholder within two years following its registration, and whose value is at least equal to XAF5,000,000; and
• take all decisions other than those expressly reserved to the other two assemblies below.

The extraordinary general assembly has the power to amend all the provisions of the articles of association. The extraordinary general meeting is also competent to:

• authorise mergers, demergers, transformations and partial contributions of assets;
• authorise a capital increase or decrease;
• relocate the headquarters to any city of the State party where it is located, or to the territory of another State party;
• wind up the company prematurely or extend its life; and
• increase the commitments of shareholders beyond their contributions (subject to the consent of each shareholder).

The special meeting brings together holders of shares of a given category. The special meeting approves or disapproves the decisions of general meetings when such decisions modify the rights of its members.

The decision of a general meeting to modify the rights relating to a class of shares shall be final only after approval by the special meeting of shareholders of this category.

Board of Directors/General Director

Public limited companies (joint stock companies) can be governed either by a board of directors or a general director, pursuant to Article 414 of the Uniform Act.

Regarding decisions taken by the board of directors, please see 3.6 Legal Duties of Directors/Officers.

Regarding the general director, Article 498 of the Uniform Act states that the general director is responsible for overseeing the general administration and management of the company. He/she shall:

• represent the company in its dealings with third parties;
• call and chair the general meetings of the shareholders; and
• be vested with the broadest powers to act in all circumstances on behalf of the company, within the limits of the company’s purpose and subject to the powers expressly conferred on shareholders’ meetings by this Uniform Act and, where applicable, by the articles of association.

To that extent, the general director can take decisions in matters regarding the company except for those reserved to the shareholders’ assemblies as highlighted above.

General Manager/CEO

The general manager is the legal representative of the company.

Public limited companies with a board of directors are managed either by a chief executive officer or by a chairman and a general manager, pursuant to Article 415 of the Uniform Act. The chief executive officer may chair the board of directors and the general meetings if a chairman of the board has not been appointed. He/she is responsible for the company’s general management and represents it in its dealings with third parties. He/she must provide each director with all the documents and information necessary for the performance of their duties. In carrying out his/her duties, he/she is vested with the broadest powers, which he/she exercises within the limits of the company’s purpose and subject to the powers expressly vested in the general meetings or specifically reserved to the board of directors by the law or the articles of association. In dealings with third parties, the company is bound by acts of the chief executive officer that fall outside the company’s purpose.

As regards a public limited company with a board of directors and a chairman/general manager structure, Article 480 of the Uniform Act provides that the chairman of the board of directors chairs meetings of the board of directors and the general meetings. He/she ensures that the board of directors oversees the management entrusted to the general manager and represents the company in its dealings with third parties.

Limited Liability Company

This type of company is managed by one or more natural persons, whether or not they are shareholders. The manager is appointed by the articles of association or by minutes of the general meeting. The manager has the power to perform any act in the interest of the company in relation to the company’s purpose.

General Assemblies

The ordinary general assembly is held at least once a year, within six months of the end of the fiscal year, subject to extension of this period by a court decision. Decisions of the ordinary general meeting shall be taken by a majority of the votes cast. Blank ballots or votes shall not be taken into account. The decision is recorded in minutes.

Extraordinary general assembly

Any shareholder may attend extraordinary general meetings without any objection to the limit of votes. Deliberations of the extraordinary general meeting shall be valid only where shareholders present or represented hold at least half of the shares, on the first call, and one quarter of the shares, on the second call.

Where a quorum is not met, the meeting may again be called a third time within a period not exceeding two months from the date fixed by the second notice of meeting. The quorum shall remain fixed at one quarter of the shares.

Decisions of the extraordinary general meeting shall be taken by a two-thirds majority of the votes cast. During a vote, blank ballots shall not be taken into account. The decision is recorded in minutes.

In the case of the relocation of the company headquarters to the territory of another State party, the decision shall be taken unanimously by members present or represented.

Special assembly

Deliberations of the special meeting shall be valid only where shareholders present or represented hold at least half of the shares, on the first call, and one quarter of the shares, on the second call.

The decisions of the special meeting shall be taken by a majority of two-thirds of the votes cast. Blank ballots shall not be taken into account. The decision is recorded in minutes.

Board of Directors

The rules governing meetings of the board of directors are laid down in the articles of association. The board meets as often as it considers necessary, at the request of its chairman or one-third of the other directors, if no meeting has been held within the previous two months. Deliberations of the board of directors are valid only if at least half of its members are present. Decisions of the board are taken by a majority of the members present or represented, unless the articles of association provide for a stronger majority. In the event of a tied vote, the chairman has the casting vote unless the articles of association provide otherwise.

Boards of directors are available only to public limited companies. Article 416 of the Uniform Act provides that the board of directors must comprise at least three members and no more than 12, whether shareholders or not. Where the company is listed on a stock exchange, the maximum number is increased to 15.

Article 418 of the Uniform Act further provides that the number of directors of a public limited company may temporarily exceed this limit in the event of a merger with one or more companies, up to the total number of directors who have been in office for more than six months in the merged companies, provided that this does not exceed 24. Deceased directors, or those who have left office, may not be replaced, and, at the same time, no new directors may be appointed, except in the case of a further merger, so long as the number of directors in office has not fallen to 12.

The board is managed by one of its members under the following structures: a chief executive officer; or a chairman and a general manager.

Except for the chairman, whose role is to lead and manage the board of directors and company, local regulation does not assign roles to members of boards of directors individually.

Thus, Article 437 of the Uniform Act states that the board of directors may grant one or more of its members special mandates in respect of one or more specific matters. It may also decide to establish committees of directors tasked with examining matters referred to them by the board itself or by its chairman for advice. The board determines the composition and powers of these committees, which operate under its responsibility.

Please refer to 3.1 Board Structure.

Article 419 of the Uniform Act states the following:

“The first directors shall be designated by the Articles of Association or, where necessary, by the constituent general meeting. While the company is in existence the directors shall be nominated by the ordinary general meeting. However, in case of a merger, an extraordinary general meeting may appoint new directors. Any appointment in violation of the provisions of this article shall be null and void”.

As regards restrictions on the appointment of directors, the articles of association set out the terms and conditions of their election. However, no provision may deprive shareholders of their eligibility to sit on the board of directors, or deprive a class of shares of its representation on the board.

A natural person who is a director in their own name, or the permanent representative of a legal entity that is a director, may not at the same time serve on more than five boards of directors of public limited companies with their registered office in the OHADA area.

Moreover, unless the articles of association provide otherwise, an employee of a company may be appointed as a director where their employment contract relates to a genuine position.

A director may be removed without cause by a decision of the board of directors. However, if the removal is abusive, it may give rise to an award of damages in favour of the director.

Unlike banking regulations, which expressly provide for this concept (Article 2 al.3 of Regulation No 408cemac/Umac/Cobac Relating to Corporate Governance in Credit Establishments of the Economic and Monetary Community of Central Africa) in credit establishments and financial companies of CEMAC, the Uniform Act does not address the issue of directors’ independence (Articles 416 to 419 of the Uniform Act).

However, Article 450 of the uniform act relating to the law of commercial companies and economic interest groups provides:

“On pain of nullity of the agreement, directors, general managers and deputy general managers as well as their spouses, ascendants or descendants and other intermediary persons are prohibited from contracting, in any form whatsoever, loans from the company, from having an overdraft granted by it in a current account or otherwise, as well as from having their commitments towards third parties guaranteed or endorsed by it”.

This prohibition does not apply to legal entities that are members of the board of directors. However, their permanent representative, when acting in a personal capacity, is also subject to the provisions of the first paragraph.

This provision provides rules and requirements established for directors aimed at conflicts of interest and preventing abuse of corporate assets, thus preventing them from using the company to finance or guarantee their personal commitments.

In the event of a conflict of interest of a director, he/she may incur sanctions, either civil within the meaning of Article 740 of the AUDSCGIE, or criminal as provided for in Article 891 of the AUDSCGIE.

Pursuant to Article 435 of the Uniform Act, the board of directors determines the company’s business strategy and ensures that it is implemented. Subject to the powers expressly conferred on shareholders’ meetings and within the limits of the company’s corporate purpose, it deals with any matter relating to the proper operation of the company and, through its deliberations, resolves any such issue. The board of directors also carries out any checks and verifications it considers necessary.

Article 438 of the Uniform Act provides for a list of operations subject to the board of directors authorisation:

• any agreement between a public limited company and one of its directors, general managers and deputy general manager;
• any agreement between a company and a shareholder holding a participation greater than or equal to 10% of the capital of the company;
• any agreement in which a director, general manager, deputy general manager or a shareholder holding a participation greater than or equal to 10% of the capital of the company has an indirect interest or in which he/she deals with the company through a proxy; and
• any agreement between a company and a firm or a legal entity, if one of the directors, general manager, deputy general manager or a shareholder with an investment greater than or equal to 10% of the capital of the company is the owner of the firm or a partner indefinitely liable, manager, director, general director, deputy general director, general manager, deputy general manager or another manager of the contracting legal entity.

An authorisation is not required where the agreements relate to ordinary transactions carried out in the ordinary course of business. Ordinary transactions are those carried out by a company, in a customary way, as part of its activities.

The board of directors has the power to transfer the head office of the company within the national territory. However, such decision is subject to the ordinary general assembly ratification.

The directors owe their duties to the shareholders.

Directors are only required to take into account the interest of the company that they represent.

Directors’ duties can be enforced by the board of directors and the shareholders through the general assembly.

Each director is individually liable to third parties for any misconduct in the performance of their duties. This legal action may be brought by any person with a legitimate interest, including shareholders.

The company itself, acting through its legal representatives, may bring proceedings against a director and seek damages in respect of the loss it has suffered.

The liability of a director or officer may be limited in the articles of association. However, such a limitation is not enforceable against third parties acting in good faith.

Apart from sums received under an employment contract, directors may receive the following amounts:

• an annual fixed fee, freely determined by the ordinary general meeting as remuneration for their services;
• exceptional remuneration for missions and mandates entrusted to them, the amount of which is determined by the board of directors; and
• reimbursement of travel expenses and other expenses incurred in the interests of the company, as authorised by the board of directors.

If any sums are paid in breach of the above rules, the resolution authorising the payment may be annulled. The director may be ordered by the board of directors, the shareholders or even a court decision, to reimburse the sums received.

Under Congolese law, companies are not required to publish or disclose the amount of sums paid to directors.

Shareholders create the company and are the owner of its shares.

This relationship is governed by Article 4 of the Uniform Act, which states:

“The commercial company is created by two (2) or several persons that agree, through an agreement, to contribute to an activity cash, in-kind or service assets for the purpose of sharing profits or enjoying revenues that may derive therefrom. Members commit to bear company losses under the conditions provided for by this uniform Act. The commercial company is created in the common interest of members”.

The record of shareholders of a company can be obtained through its trade register. OHADA created a virtual register in which companies’ information can be obtained at the address.

Unless appointed as a manager of the company, shareholders do not intervene in the regular management of the company, unless the articles of association grant them such power.

However, in addition to the right to take legal actions, the Uniform Act grants shareholders the right to:

• vote on matters submitted to the general assembly approval;
• ask twice a year any question to the president of the board of directors, the chief executive officer or the general director on any matter likely to jeopardise the company’s operations;
• request the competent court to designate an expert to audit one or more management operations; and
• request from the competent court the appointment of an interim director for the purpose of temporarily managing the company’s business.

Shareholders meetings are required by law.

Regarding the rules governing such meeting, see 2.2 Types of Decisions and 2.3 Decision-Making Processes.

Pursuant to Article 162 of the Uniform Act, any shareholder can take legal action against one or many directors, managers for any fault or misconduct committed in the performance of their duties. Such an action is intended to obtain compensation for the loss suffered personally by the shareholder as a result of the manager’s conduct.

Shareholders may also bring proceedings, in the name of the company, against the company’s managers in respect of loss suffered by the company.

On 2 December 2024, Congo introduced Law No 43-2024 creating the register of ultimate beneficial owners of legal entities in the Republic of Congo. This declaration is compulsory for all companies, regardless of their legal form. However, in practice, this declaration requirement is not yet being observed or enforced by the local authorities. As at the date of drafting of this article, entities that have attempted to comply with this law by filing at the court registry have been informed that the process is not yet ready and that they should await further notice.

Every company is required, each year and within six months of the end of the financial year, to file its financial statements with the trade register. These statements comprise the balance sheet, the income statement, the statement of sources and uses of funds, and an annex for the preceding financial year. This filing must be made by 31 July each year.

Companies are not required to disclose their corporate governance arrangements.

In the Republic of Congo, companies are registered before the ACPCE (“Congolese Agency for the Creation of Enterprises”).

During incorporation, a company is required to file the following documents with the company registry:

• a copy of the minutes of the constituent general meeting;
• the notarised declaration of subscription and payment of capital;
• a certificate of capital deposit;
• the articles of association; and
• a copy of the lease agreement or deed of ownership.

Please note that these documents are filed to obtain the company’s trade register. The incorporation process is completed before the ACPCE. The filings are not made available to the public.

A company that fails to file its application in accordance with the requirements set out above cannot lawfully exist or operate in our jurisdiction. The registrar verifies the formal validity of the application and declaration submitted to him/her within three months of the application being made. If he/she identifies any inaccuracies or encounters difficulties in carrying out his/her duties, he/she may summon the applicant or the declarant in order to obtain further explanations and supporting documents. He/she may either validate or reject the application.

Once incorporated, all companies are registered in the local trade register of the commercial court in which they operate, namely the Registre du commerce et du crédit mobilier, or RCCM.

In accordance with Article 26 et seq. of COBAC Regulation R-2005/01 on the due diligence obligations of regulated institutions in the fight against money laundering and terrorist financing in Central Africa, businesses are required to report any suspicious transactions to the competent authorities.

It follows that companies are required to report any suspicious transactions to the competent authorities to protect the financial system against illicit flows.

As a member country of COBAC, the Republic of the Congo is subject to the same regulations. Consequently, the regulations require boards of directors to directly oversee anti-money laundering measures by approving internal policies, monitoring their implementation, and ensuring that suspicious transactions are reported to the National Financial Investigation Agency (ANIF).

In the event of a breach, directors may face civil and criminal penalties.

Companies are required to appoint an external auditor in connection with their financial statements.

Public limited companies that do not raise capital through public offerings are required to appoint one auditor and one alternate. Public limited companies that raise capital through public offerings are required to appoint at least two auditors and two alternates.

Private limited companies that meet, at the end of the fiscal year, two of the following conditions shall be required to appoint at least one auditor:

• The total amount of the balance sheet is greater than XAF125,000,000.
• The annual turnover is greater than XAF250,000,000.
• The number of permanent staff exceeds 50.

The company shall not be required to appoint an auditor if it has not met two of the conditions set forth above for two years preceding the expiration of the mandate of the auditor.

The relationship between the auditor and the company is without any subordination. The auditor is appointed by the general assembly. Its mandate lasts two years if designated during the creation of the company and six years, if designated after.

The following persons cannot be appointed as auditors:

“1) founders, shareholders, beneficiaries of special benefits, company managers or of its subsidiaries, as well as their spouse(s);

2) parents and allies, to the fourth degree included, of the persons referred to in paragraph 1;

3) company managers holding one-tenth of the capital of the company or in which the latter holds one-tenth of the capital, as well as their spouse(s);

4) persons that, directly or indirectly, or through an intermediary, receive either from persons listed in paragraph 1), or from any company referred to in paragraph 3), any salary or remuneration for a permanent activity other than that of an auditor; the same shall apply to spouses of those persons;

5) firms of auditors, one of whose partners, shareholders or managers meet one of the criteria situations described in the preceding paragraphs;

6) firms of auditors, one of whose managers, either partner or shareholder working as an auditor, has a spouse who meets one of the criteria of paragraph 5”.

Geopolitical risks are not regulated by the applicable regulation regarding company governance.

Except for companies whose activities have an impact on the environment and are subject to specific environmental regulation with regard to their activities, such as mining or hydrocarbons, local law does not provide for requirements for companies in relation to reporting on environment, social and governance (ESG).

There are no material shifts in our jurisdiction on this matter.

There is no regulation in our jurisdiction regarding board oversight of AI.

There is no such legal framework in our jurisdiction.

There is no regulation on such matter in our jurisdiction.

There is no regulation on such matter in our jurisdiction.