The Democratic Republic of the Congo (DRC) operates under a civil law system, heavily influenced by Belgian legal tradition due to its colonial past. The primary sources of law include the Constitution, statutory laws enacted by Parliament, and regulatory texts issued by the executive branch. Customary law is also recognised, particularly in matters of personal status, land tenure and local governance, provided that it does not contradict statutory provisions or public order.

The judicial system in the DRC is organised into a hierarchical structure. At the base are the Peace Courts (Tribunaux de Paix), which handle minor civil and criminal matters. These are followed by Courts of First Instance (Tribunaux de Grande Instance), which deal with more serious cases. Appeals from these courts go to the Courts of Appeal (Cours d’Appel), and ultimately to the Supreme Court (Cour de Cassation) for civil and criminal matters. Additionally, the Council of State (Conseil d’État) handles administrative disputes, and the Constitutional Court (Cour Constitutionnelle) ensures compliance of laws with the Constitution.

The judiciary is nominally independent, though in practice it can be affected by political and logistical challenges. Efforts to improve judicial effectiveness and reduce corruption are ongoing, often with support from international donors and civil society actors.

Foreign investments in the DRC do not generally require prior approval, except in sectors governed by specific regulations. The Investment Code (Law No. 004/2002 of 21 February 2002) provides a liberal framework allowing foreign investors to operate under the same conditions as local investors, with guarantees for repatriation of profits and protection against expropriation.

However, certain sectors are subject to prior authorisation:

• In the mining and hydrocarbons sectors, foreign investors must obtain permits issued by the relevant ministries. These are required before any exploration or exploitation can commence.
• In banking, insurance and financial services, any foreign entry must be approved by the Central Bank of Congo through licensing procedures.
• The telecommunications sector is regulated by the Authority for the Regulation of Posts and Telecommunications of Congo (ARPTC – Autorité de Régulation de Poste et de Télécommunication), and any foreign investment must comply with licensing and local content requirements.
• Investments in infrastructure, public utilities and national security-related industries may also require prior approval or be restricted to domestic investors.

Additionally, when investors seek incentives under the Investment Code, an approval must be obtained from the National Agency for Investment Promotion (ANAPI – Agence Nationale pour la Promotion des Investissements) before the investment is made. This approval does not authorise the investment itself but is necessary to access fiscal and customs benefits.

Foreign investors in the DRC do not require a general approval to invest but must obtain specific authorisations in regulated sectors such as mining, banking, telecoms and energy. In sectors eligible for investment incentives, approval from the ANAPI is also required.

Process and Timing

1. Incorporation of a local entity

Foreign investors must establish a Congolese company or acquire shares in an existing one. The process typically takes two to four weeks and requires registration with the One-Stop Shop for Business Creation (GUCE – Guichet Unique de Création d’Entreprise).

2. Sector-specific licensing or permits

Depending on the industry:

• Mining: Apply for permits through CAMI (Mining Cadastre) and the Ministry of Mines. Environmental approvals are also required.
• Telecoms: Obtain a licence from ARPTC.
• Banking: Approval from the Central Bank is mandatory.

Timelines vary from 90 days to several months, depending on the complexity of the application and the responsiveness of the authorities.

3. Application for investment incentives (optional)

If seeking tax and customs benefits, investors must submit a business plan and supporting documents to ANAPI. Approval is generally issued within 60 days.

4. Notification to the Central Bank

Any foreign capital contribution must be declared to the Central Bank for registration and repatriation purposes.

Consequences of Investing Without Required Approvals

• Invalidity of rights: Operating without a required licence or permit renders any associated rights or titles null and void.
• Fines and sanctions: Authorities may impose financial penalties, withdraw or refuse to recognise the investment, or seize assets.
• Criminal liability: In cases of fraudulent declarations or unauthorised exploitation of natural resources, criminal prosecution is possible.
• Denial of incentives: Failure to secure prior approval from ANAPI disqualifies the investor from tax exemptions or customs benefits.
• Reputational and commercial risks: Unauthorised investors may face exclusion from public procurement or sectoral opportunities.

Investors are strongly advised to seek legal counsel before engaging in regulated sectors to ensure full compliance with procedural and substantive requirements.

In the DRC, regulatory approvals are often conditioned on the maintenance of commitments and control structures, particularly in strategic sectors.

In the mining sector, any transfer of mining rights, direct or indirect change of control in the title-holding company, or share acquisition resulting in effective control must receive prior authorisation from the Ministry of Mines, as stipulated under Article 185 of the Mining Code (Law No. 007/2002 of 11 July 2002, as amended by Law No. 18/001 of 9 March 2018). Such approval is required for mergers, restructurings or acquisitions, and failure to obtain it renders the transaction null and void, exposing the investor to the revocation of the mining title.

Similarly, in the telecommunications sector, the applicable legal framework, including the Telecom Law (Law No. 013/2002 of 16 October 2002) and ARPTC regulations, mandates that any change in the ownership or control of a licensed operator, as well as the transfer of licences or significant shareholdings, must be submitted for prior approval. The aim is to ensure continuity in technical capacity, financial soundness, and compliance with infrastructure and local content obligations. In the agriculture sector, although foreign investment is permitted under the general investment regime, the acquisition or leasing of land by foreign investors is subject to strict limitations and prior authorisation by the Ministry of Land Affairs and sometimes the Ministry of Agriculture, particularly for large-scale projects. Given the strategic nature of land and its connection to food security and customary rights, the authorities impose conditions related to local employment, community consultation, environmental safeguards and the prohibition of speculative land transfers. Foreign investors must therefore ensure they comply with sector-specific rules and secure the necessary approvals not only at entry but also when ownership structures change, or risk facing legal nullity, administrative sanctions or public opposition.

In the DRC, investors have the right to challenge a refusal of investment-related authorisations through administrative or judicial remedies. When the decision is issued by a public authority – such as the Ministry of Mines, ANAPI, ARPTC or the Central Bank – it may first be subject to a gracious (informal) appeal (recours gracieux), whereby the investor formally requests the same authority to reconsider or reverse its decision. This step is often recommended before initiating litigation, especially where there is room for clarification or negotiation. If the refusal persists, the investor may then initiate a hierarchical appeal to a superior administrative authority or file a judicial challenge before the Council of State (Conseil d’État), which has jurisdiction over administrative acts.

The legal challenge may be based on procedural irregularity, lack of justification, misuse of authority, or breach of fundamental legal or constitutional rights, such as non-discrimination, transparency or legitimate expectations. Challenges must generally be filed within three months of receiving notification of the adverse decision. In urgent cases, the investor may request the suspension of the decision’s execution, especially where the refusal causes significant commercial harm. In addition to local remedies, investors protected by bilateral investment treaties or contractual arrangements may initiate international arbitration if conditions are met.

Although judicial recourse exists, it is common for investors to prioritise amicable or administrative solutions first, given potential delays and uncertainties in the court process.

The most common corporate vehicles under OHADA law in the DRC include commercial companies (SARL, SA and SAS) and partnerships (SNC and SCS). Each form offers specific features in terms of liability, share capital, governance and purpose.

Société à Responsabilité Limitée (SARL) – Limited Liability Company

• Partner liability: Limited to the amount of contributions.
• Minimum share capital: No legal minimum. Freely determined by shareholders, taking into account the company’s purpose, operational needs and market credibility.
• Minimum number of shareholders: One or more (natural or legal persons).
• Governance: Managed by one or more managers (gérants), without a board of directors. Major decisions are taken by shareholders at general meetings. A statutory auditor is only required if financial thresholds are exceeded.
• Purpose: Most suitable for SMEs, family businesses, entrepreneurs and foreign subsidiaries. The SARL is valued for its flexible, cost-efficient governance and is widely used for commercial, service-based or greenfield projects. However, it is not permitted in certain regulated sectors (eg, insurance or legal profession).

Société Anonyme (SA) – Public Limited Company

• Partner liability: Limited to the amount of contributions.
• Minimum share capital: XAF10 million (approx. USD20,000) for non-public offerings; XAF100 million (approx. USD200,000) for public offerings. A 1% registration duty is payable on incorporation.
• Minimum number of shareholders: One or more (natural or legal persons). If three or fewer, management may be entrusted to a general director (administrateur général).
• Governance: Typically structured with a board of directors, chaired by a président du conseil, and a general manager. When applicable, the same individual may serve as chair and CEO (président-directeur général). The board oversees strategic direction; the general manager handles daily operations. A statutory auditor is mandatory.
• Purpose: Best suited for large enterprises, public-private partnerships, holdings and joint ventures. The SA is required for regulated sectors (eg, banking, insurance, telecommunications and mining). It accommodates complex ownership and offers formal governance safeguards.

Société par Actions Simplifiée (SAS) – Simplified Stock Company

• Partner liability: Limited to contributions.
• Minimum share capital: No legal minimum. Determined by shareholders in light of the company’s purpose and operations.
• Minimum number of shareholders: One or more (natural or legal persons).
• Governance: Must appoint a president as legal representative. Beyond this, shareholders are free to design the internal governance structure in the articles of association, including the creation of committees or boards. A statutory auditor is required only if the company meets specific thresholds or controls/is controlled by another entity.
• Purpose: Introduced in 2014, the SAS is gaining popularity due to its flexibility. It is well suited for joint ventures, holding companies, and structures requiring tailored governance and profit-sharing models. However, it cannot make public offerings, and the drafting of its articles may be complex. It remains less familiar than the SARL or SA in the local market.

Société en Nom Collectif (SNC) – General Partnership

• Partner liability: Unlimited and joint and several among partners.
• Minimum share capital: No minimum required.
• Minimum number of partners: At least two (natural or legal persons).
• Governance: All partners are deemed managers unless otherwise provided in the articles of association. Statutory auditor required only above certain thresholds.
• Purpose: Best for businesses with few partners operating in full trust and with direct control. The SNC is commonly used in trading, artisanal or professional activities where external capital is not required. It is not suited for businesses needing liability protection or financing.

Société en Commandite Simple (SCS) – Limited Partnership

• Partner liability: General partners (commandités) have unlimited liability; limited partners (commanditaires) are only liable up to their contributions.
• Minimum share capital: No legal minimum.
• Minimum number of partners: At least one general partner and one limited partner (natural or legal persons).
• Governance: Managed exclusively by general partners. Limited partners have no role in day-to-day management. Key decisions are governed by the articles. A statutory auditor is required only if financial thresholds are exceeded.
• Purpose: Suitable for family businesses and traditional commercial ventures where some partners act as silent investors. It allows for flexible structuring and limits liability for passive participants.

Companies in the DRC are required to register with the Trade Register (RCCM – Registre du Commerce et du Crédit Mobilier).

This process involves:

• determining the company form, depending on the business needs, liability preferences, number of founders, desired flexibility and management structure;
• conducting a name search at the RCCM to ensure the chosen name is unique and not yet in use;
• preparing and filing all required corporate documents;
• opening a bank account and depositing the share capital (this process may be very long due to the compliance procedures of commercial banks, which make the account opening procedure burdensome and slow);
• paying applicable administrative, notarial and registration fees;
• publishing a notice of incorporation in the Official Gazette (Journal Officiel); and
• registering with the tax authorities to obtain a Tax Identification Number (NIF) and with social security institutions (CNSS, INPP) if the company will have employees.

The incorporation process has been significantly improved with the establishment of the GUCE, and while the GUCE aims to process company registrations within three to five business days, in practice, the entire process can take several weeks to a few months especially in Kinshasa, due to administrative delays and the slow account opening process.

This timeline depends on:

• the completeness and accuracy of submitted documentation;
• the type and complexity of the company being incorporated;
• bank compliance checks, especially for foreign shareholders, which can delay account opening and capital deposit; and
• the overall efficiency of administrative processes, including ancillary registrations.

Private companies in the DRC under OHADA legislation are subject to various reporting and disclosure obligations.

The main reporting and disclosure obligations for private companies in the DRC can be summarised as follows:

• companies must hold an annual general meeting to approve their financial statements (balance sheet, income statement, etc) and particularly SAs must file them with the RCCM for public record-keeping;
• minutes of shareholders’ meetings must be filed with the RCCM to maintain updated corporate records;
• any changes in management (appointment and termination of mandate of managers, directors or legal representatives of the company) must be recorded by resolutions and filed with the RCCM, to update the company’s public records;
• any amendments to the articles of association (such as changes in corporate name, registered office, corporate purpose or share capital) require shareholders’ approval, filing with the RCCM, and publication in the Official Gazette for legal effectiveness;

• mergers and acquisitions must be filed with the RCCM, and may require additional publication, to ensure enforceability and transparency for third parties and stakeholders;
• appointment of statutory auditors (where mandatory) requires filing with the RCCM;
• dissolution or liquidation decisions must be filed and published for enforceability and third-party effect; and
• while the OHADA legislation requires identification of shareholders in incorporation documents, specific regulated sectors (mining, oil and gas, banking, insurance, telecommunications) have specific ultimate beneficial ownership (UBO) disclosure requirements upon incorporation and when changes occur. Additionally, to comply with international anti-money laundering and counter-terrorist financing standards, financial institutions and certain businesses will require UBO information from their clients. Companies should anticipate increasing scrutiny and potential broader UBO disclosure obligations as regulations continue to evolve.

Failure to comply can result in administrative penalties, nullity of resolutions, or inability to enforce changes against third parties.

Under OHADA law, private companies in the DRC generally adopt a single-tier management structure, though certain forms allow flexibility for additional governance layers such as committees or supervisory functions. The management structure and shareholders’ powers vary depending on the legal form of the entity:

• SARL (Limited Liability Company): Managed by one or more natural-person managers, each vested with broad authority unless restricted by the articles of association. Managers may act individually, though others can object prior to execution. Shareholders retain key decision-making powers, including approval of accounts, amendment of the articles, appointment of managers and auditors, and approval of share transfers.
• SA (Public Limited Company): Managed by a board of directors (BoD) and a general manager (GM) or président-directeur général, combining strategic oversight and operational management. Despite the presence of both the BoD and GM, the structure is considered one-tier under OHADA law. The BoD may delegate some powers to committees or to the GM. The shareholders’ meeting remains the supreme authority on structural and financial matters.
• SAS (Simplified Joint Stock Company): Offers maximum flexibility, requiring only a president as legal representative. The rest of the governance structure is freely defined by the articles, allowing shareholders to choose between a simple or multi-layered model. Shareholders maintain ultimate control unless otherwise limited by the articles, within OHADA’s legal boundaries.

Across all company types, the shareholders’ meeting is the ultimate decision-making body, particularly regarding structural changes, financial approvals and appointment of key officers.

Corporate officers (managers and directors) are individually or jointly and severally liable, as the case may be, towards the company and/or third parties. They are liable for any breaches of legislative or regulatory provisions applicable to companies, for violations of the articles of association, or for misconduct in their management. No decision of the shareholders’ meeting can extinguish an action for liability against the corporate officers for wrongful acts committed in the performance of their duties.

Under OHADA law and DRC company law, shareholders of commercial companies (namely SARL, SA, SAS) benefit from limited liability. Thus, they are not personally liable for the debts or obligations of the company, and their liability is limited to the amount of their contributions to the share capital.

The concept of “piercing the corporate veil” is not explicitly stated as such in the OHADA provisions. However, case law and legal doctrine admit the possibility in situations of fraud, abuse of the corporate form or to ensure justice where the corporate entity is used as a mere façade or an instrument for improper purposes, based on general principles of company law and the notion of corporate officers’ and shareholders’ liability. It is an exceptional measure and not a general rule.

The employment relationship in the DRC is primarily governed by the Labour Code (Law No. 16/010 of 15 July 2016, amending and supplementing Law No. 015/2002 on the Labour Code), which sets out the fundamental principles and rules governing employment.

This legal framework is complemented by:

• implementing regulations issued by the Ministry of Labour, which provide detailed rules on specific aspects such as occupational health and safety, working hours and employment contracts;
• collective bargaining agreements (CBAs) negotiated at the sectoral or company level, which set out additional rights and obligations specific to certain industries or employers, provided that they do not contradict statutory provisions;
• individual employment contracts, which define the specific terms and conditions agreed upon between employer and employee, within the limits set by the Labour Code and CBAs; and
• case law, which, although not a primary source of law, provides interpretative guidance on the application of legal provisions in practice.

While the Labour Code allows for a degree of contractual flexibility, particularly regarding remuneration structures and certain working conditions, it also imposes mandatory requirements aimed at protecting both employers and employees, such as minimum wage standards, limitations on fixed-term contracts and detailed dismissal procedures.

Under Congolese labour law, an employment contract must be in writing, drafted in the form agreed by the parties, in French, and contain the mandatory information prescribed by the Labour Code. Non-written contracts are deemed open-ended contracts. It is therefore advisable to have a written contract, to ensure clarity, compliance and enforceability.

Open-ended contracts are the default form of employment in the DRC unless otherwise specified. They are used when the worker is hired to occupy a permanent position (meaning one that meets the normal, usual and permanent activities and needs of the business, as opposed to a temporary position, created to meet a seasonal need or limited to a specific work or project and thus on a temporary basis) in the company or establishment.

Fixed-term contacts are concluded either for a specific time or for a specific work, or to replace an employee who is temporarily unavailable. A fixed-term contract may not exceed two years (or one year in specific cases). Furthermore, no worker may enter into more than two fixed-term contracts with the same employer or company, nor may a fixed-term contract be renewed more than once, under penalty of being deemed an open-ended contract (exceptions apply in the case of seasonal work, well-defined works and other work determined by Ministerial Order).

Employment contracts typically specify the full identity of the parties, the job title and duties, the place of work, the working hours and schedule, remuneration details and any agreed additional benefits, the duration of the contract, any probation period, the notice periods for termination, and the employee’s family status.

The Labour Code imposes strict limitations on working hours, with specific protections for vulnerable categories, and prescribes mandatory overtime and night work compensation to protect employees’ rights and welfare.

The Labour Code establishes standard working time rules that apply uniformly across all private establishments, without distinction based on gender or the nature of the employment contract.

The standard working time may not exceed 45 hours per week, or eight hours per day, regardless of whether the work is manual, intellectual or mixed. While the Labour Code does not clearly distinguish between “employees” and “workers”, legal doctrine interprets “workers” as individuals performing primarily physical or manual tasks (eg, labourers, construction workers) and “employees” as those engaged in administrative, technical or intellectual tasks.

For children under 18 and persons with disabilities, daily working time is limited to four hours, and night work is prohibited.

Also, certain categories of workers are expressly excluded from the standard legal working time regime, such as individuals working exclusively at their own residence without external assistance and executive personnel (meaning members of staff entrusted with independent decision-making authority that significantly impacts the operation of the enterprise, as well as those who organise their work schedule autonomously without being subject to daily hierarchical supervision).

In principle, any work performed beyond the legal working time qualifies as overtime and must be compensated accordingly. Unless otherwise exceptionally authorised, such overtime must be pre-approved by the Labour Inspectorate and must be justified by legitimate business needs.

The applicable overtime pay rates are as follows:

• 30% increase for each of the first six hours worked beyond the legal weekly limit;
• 60% increase for each additional hour thereafter; and
• 100% increase for hours worked during statutory rest days (Sundays and public holidays).

Night work is defined as any work performed between 7pm and 5am (except for children and persons with disabilities, for whom the night period is extended from 6pm to 6am). Two remuneration regimes apply to night work:

• a flat-rate increase of 10% of base salary is granted to workers employed in positions that, by their very nature, can only be performed at night; and
• a 25% increase per hour is applied to any night work performed in establishments operating during both day and night.

The termination of employment in the DRC is governed by a protective legal framework under the Labour Code and its implementing regulations. Unlike jurisdictions where employment-at-will is permitted, Congolese law requires justified grounds and formal procedures for ending employment, whether individually or collectively.

Individual Dismissal

Employment contracts may only be terminated in specific situations:

• During the probation period:
1. within the first three days without justification or notice;
2. at the end of an inconclusive trial; or
3. at any time during the trial period, for cause linked to performance or conduct, subject to a three-day notice.
• At the employer’s initiative, termination is permitted for objectively valid reasons relating to the employee’s competence or conduct, excluding gross misconduct. The employee must be offered a right of response before any decision is finalised.
• Gross misconduct (faute lourde) allows immediate dismissal. In such cases, written notice must be provided within 15 business days of the employer becoming aware of the breach, with the reason clearly stated.
• Other valid grounds include resignation, retirement, force majeure or mutual agreement, the last of these requiring a written and signed agreement.

For fixed-term contracts, termination is only allowed upon expiry, unless there is gross misconduct or force majeure. Any clause allowing early termination by notice is considered void.

All dismissals must be notified in writing. If initiated by the employer, the notice must specify the grounds. Both parties are generally subject to a notice period, the duration of which varies according to professional category and length of service.

Employees may be entitled to:

• severance pay;
• damages for unfair dismissal;
• compensation for unused leave; and/or
• other accrued entitlements and benefits.

Collective Redundancies

Collective redundancies are permissible but subject to strict procedural safeguards and regulatory oversight. Dismissals must be justified by serious and legitimate reasons, such as:

• economic difficulties (eg, sustained financial losses or operational cost reduction);
• technological changes;
• organisational restructuring (eg, mergers or acquisitions); or
• events of force majeure.

Before implementation, employers must:

• inform and consult employee representatives (staff delegates or recognised trade unions);
• notify the Labour Inspectorate; and
• in some cases, obtain prior authorisation from the competent Labour Administration.

Dismissals must observe a fair selection process, typically prioritising employees with lower qualifications or shorter service. Affected employees are entitled to the same protections as in individual dismissals and benefit from priority rehire rights if similar roles become available within a defined timeframe.

Trade union delegations play a crucial role in employee representation in the DRC, with structured rights and duties ensuring consultation, participation, and protection of workers’ interests within companies.

The representation of workers in Congolese companies is ensured through an elected trade union delegation, in accordance with the provisions of the Labour Code. Election is the sole means of accessing the role of employee representative.

Any company employing at least ten workers is required to set up a trade union delegation. The minimum number of delegates is determined as follows:

• from 10 to fewer than 20 workers: 1 delegate;
• from 20 to fewer than 100 workers: 3 delegates;
• from 100 to fewer than 500 workers: 5 delegates;
• from 500 to 1,000 workers: 9 delegates; and
• more than 1,000 workers: 9 delegates plus 1 additional delegate for every 1,000 additional workers.

Each elected delegate is accompanied by an alternate. Delegates represent only the workers of the establishment in which they were elected. A reduction in workforce during the term of office does not terminate the mandate, which continues until its expiration.

The employer is responsible for organising the elections. In the absence of action by the employer, the Labour Inspectorate may assume this responsibility.

Eligible candidates for election as delegates must be at least 21 years old, have a minimum of six months’ seniority in the company (exceptions apply) and be nominated by a recognised trade union organisation, without distinction of sex or nationality.

Eligible voters include all adult workers of the establishment (and any affiliated entities) who have at least one month of service prior to the election date (provided that they are not under legal or disciplinary suspension of their employment contract and they do not occupy executive management positions, such as general managers, or heads of branches or subsidiaries). Persons who, within the past five years, have been convicted and sentenced to more than one year of penal servitude for a common-law offence are considered ineligible.

The trade union delegation collectively plays a consultative, participatory and informational role regarding general working conditions. Its powers include:

• consultation rights regarding working hours, general criteria for hiring, dismissal and transfer, salary and bonus structures, drafting or amending the internal company regulations;
• participation rights in resolving issues related to workplace discipline and managing social welfare programmes and staff stores established by the employer;
• the right to propose measures aimed at maintaining order and the smooth operation of the enterprise;
• involvement in the development and implementation of collective vocational training programmes and measures relating to occupational safety, hygiene and sanitation;
• a right to be informed, at least twice per year, about the company’s economic and social situation and its overall productivity index, global profit and development prospects; and
• the right to be received by the Labour Inspectorate during any inspection visit to the enterprise.

Outside of collective meetings, each delegate has the authority to:

• present to the employer any unresolved individual complaints related to working conditions, professional classification or the application of collective agreements;
• monitor and propose improvements concerning occupational health and safety;
• ensure compliance with workplace discipline; and
• refer complaints to the Labour Inspectorate regarding legal violations not resolved internally.

All delegates are bound by a strict duty of confidentiality concerning any sensitive or confidential information obtained in the course of their duties.

Finally, the trade union delegation operates in accordance with internal rules and procedures, jointly established with the employer and approved by the Labour Inspectorate.

In the DRC, personal income tax on salaries is governed by the General Tax Code (CGI – Code Général des Impôts), particularly Articles 89 to 104. The employer is required to withhold income tax at source under a progressive scale, with rates ranging from 0% to 40% depending on income levels. In parallel, social contributions are governed by Ordinance-Law No. 69/011 of 10 February 1969, as amended. Employers must contribute to the INSS, ONEM and INPP, representing over 12% of gross salary, while employees contribute approximately 3.5%, deducted monthly. Registration and monthly declarations with the CNSS and tax administration are mandatory.

Corporate income tax is levied at a fixed rate of 30%, as established by Article 97 of the CGI. Resident companies are taxed on global income, while non-residents are only taxed on income deemed to have a Congolese source under Article 4 of the CGI. Value-added tax (VAT) is regulated by Law No. 10/001 of 20 August 2010, with a standard rate of 16%, though exemptions or reduced rates apply to certain goods and services. Withholding tax on outbound payments such as dividends, interest, royalties and director fees is set at 20% under Articles 92 to 96 of the CGI, except where a double taxation treaty applies – currently limited to agreements with Belgium and South Africa. Capital gains are not subject to a separate regime; they are treated as ordinary business income and taxed at the standard rate. Income sourced abroad is not taxable unless linked to a local permanent establishment, as clarified in Article 6 of the CGI. The DRC has not yet adopted OECD Pillar Two rules, and there is currently no domestic minimum top-up tax.

Tax and customs incentives are granted under the Investment Code. Projects approved by ANAPI may benefit from tax holidays, customs exemptions and VAT relief during the start-up phase. To qualify, investors must submit a detailed application including a feasibility study, projected socio-economic impact and proof of environmental compliance. The scope and duration of benefits are determined based on the project’s location, sector, and alignment with national development priorities, as set out in Articles 8 to 12 of the Investment Code.

In addition to the general investment regime, sector-specific incentive frameworks apply in mining and hydrocarbons. Under the Mining Code, titleholders benefit from customs exemptions on eligible goods and equipment during the research and construction phases (Article 220). They are also entitled to stability clauses protecting their fiscal and customs regimes for a period of five years after the commencement of commercial production (Article 276). Similar provisions are found in the Hydrocarbons Law (Law No. 15/012 of 1 August 2015), which grants contractors and titleholders exemptions from duties and taxes on imported goods, services and equipment used for exploration and development activities (Articles 68 and 69), along with guarantees of tax stability for up to ten years depending on the contract structure.

These sectoral regimes coexist with the Investment Code but are generally considered lex specialis, meaning they prevail in case of conflict or overlap with general investment provisions. However, for integrated projects involving infrastructure or transformation activities beyond extraction, companies may apply under both regimes for complementary approvals.

The Congolese tax system does not allow for fiscal consolidation or group taxation. Each legal entity is treated independently, and there is no provision for tax grouping in the current tax legislation, including the CGI and the Law on Tax Procedures (Law No. 004/2003 of 13 March 2003).

Although the general Congolese tax framework does not impose thin capitalisation rules per se, the Mining Code sets out a clear financial ratio: companies holding an exploitation permit must maintain a maximum debt-to-equity ratio of 75:25. This requirement, found in Article 71 of the amended Mining Code, is intended to limit excessive reliance on debt financing and to ensure a reasonable equity contribution from shareholders, thereby protecting the tax base from aggressive interest deductions.

In addition to this mining-specific provision, companies incorporated in the DRC are also governed by OHADA law, notably the Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE). While OHADA does not set numerical thin capitalisation thresholds, it requires that companies maintain a minimum capital level depending on their legal form (eg, XAF1 million for SARLs, XAF10 million for SAs) and imposes strict solvency and net asset preservation rules. Under Article 664 of the AUSCGIE, if a company’s net assets fall below half of its share capital due to accumulated losses, the shareholders must decide whether to dissolve or recapitalise the company. Failing to do so within the required timeframe may lead to judicial dissolution or liability for the managers. These rules, while not framed as anti-avoidance, act as a safeguard against chronic undercapitalisation and promote financial discipline.

As a result, while thin capitalisation is not broadly regulated in the DRC, the combination of sectoral rules (Mining Code) and OHADA corporate law obligations imposes effective constraints on how foreign and local investors structure the financial leverage of their Congolese operations.

Transfer pricing obligations are governed by the 2015 Finance Law (Law No. 15/003 of 12 February 2015) and related instructions from the General Directorate of Taxes (Direction Générale des Impôts). Companies engaging in intra-group or related-party transactions must justify their pricing using the arm’s length principle and maintain contemporaneous documentation. The administration may audit and adjust the declared value of such transactions if they appear to erode the tax base. An advance pricing agreement mechanism exists, allowing companies to secure pricing certainty, though it is rarely used in practice.

While there is no general anti-evasion rule formally codified, the DRC’s tax administration is empowered under the Law on Tax Procedures to requalify fictitious, simulated or abusive transactions. The authorities may disregard legal arrangements lacking economic substance and apply penalties for tax evasion or bad faith, particularly under Article 99 of the CGI and the general rules on tax reassessment.

Import duties in the DRC are governed by the Customs Code and calculated on the CIF (cost, insurance and freight) value of imported goods. Rates vary by product classification under the Harmonised System. In addition to base customs tariffs, certain goods – particularly timber, gold, coffee and other strategic commodities – are subject to additional export duties or sector-specific levies imposed by ministerial regulations.

The 2024 Finance Law (Law No. 23/079 of 29 December 2023) introduced a series of excise duties (droits d’accise) on selected industrial and hazardous goods. For example, sulphuric acid, widely used in the mining sector, is now taxed at 20%, reflecting a shift towards environmental and fiscal discipline. Similar duties have been applied to other inputs considered harmful or easily substituted locally.

Furthermore, import bans have been enforced through ministerial decrees targeting goods with high domestic production potential. A 2024 decree suspended the importation of grey cement and clinker in multiple provinces, and this restriction was extended in Ministerial Order No. 009/CAB/MIN.COMEXT/2025 to cover cement packaging, bags and mineral big-bags in south-eastern DRC. These measures aim to protect and incentivise local production capacity, particularly in construction materials. Derogations may be granted through SEGUCE-RDC for regions without viable local supply.

At customs clearance, importers must also pay a wide range of parafiscal levies, including:

• FPI (Fonds de Promotion de l’Industrie): a surcharge on imports to support industrial development initiatives;
• FONER (Fonds National d’Entretien Routier): a levy on fuel, vehicles and certain imports to finance road maintenance and infrastructure;
• OCC (Office Congolais de Contrôle): mandatory fees for product quality and conformity inspections;
• OGEFREM (Office de Gestion du Fret Multimodal): charges related to pre-shipment inspection and cargo traceability;
• DGDA (Direction Générale des Douanes et Accises): administrative fees and clearance charges; and
• DGRAD (Direction Générale des Recettes Administratives, Judiciaires, Domaniales et de Participation): collects various fixed taxes and royalties linked to regulatory approvals.

The DRC is also a member of the Common Market for Eastern and Southern Africa (COMESA) and the Southern African Development Community (SADC), under which preferential customs treatment may apply to eligible imports backed by proper certificates of origin.

Taken together, these instruments reflect a broader trade and fiscal strategy aimed at limiting unnecessary imports, stimulating local value chains, and generating public revenue through diversified taxation and parafiscal contributions.

In the DRC, any restructuring operation involving a merger, an acquisition or the creation of a joint venture must be assessed from two complementary legal angles: competition law and company law.

The Law on Pricing Freedom and Competition (Law No. 18/020 of 9 July 2018) establishes a national merger control regime that requires prior notification of economic concentrations when certain thresholds are met. These include combined turnover in the DRC (to be set by regulation), a joint market share of at least 25%, or any transaction likely to create or reinforce a dominant position. The notification is submitted to the Competition Commission, with a copy to the Ministry of National Economy, and a technical opinion is issued within 45 days. In the absence of a formal decision or request for additional information within that period, the law provides for the possibility of tacit approval. Sanctions for failure to notify include fines, annulment of the transaction or structural remedies.

At the same time, OHADA law, and more specifically AUSCGIE, governs the legal formalities applicable to mergers, partial contributions of assets and similar corporate reorganisations. These transactions require:

• approval by the relevant corporate bodies;
• drafting of a merger or contribution agreement;
• filing with the commercial registry; and
• legal publication and, where applicable, auditor certification and mechanisms to protect minority shareholders.

While OHADA does not impose market thresholds, it ensures that transactions are legally valid, transparent and enforceable under corporate law. Consequently, a concentration might comply with competition law requirements but still be unenforceable if the OHADA procedures are not properly followed – and vice versa.

In addition to these frameworks, sector-specific regulations impose further conditions for transactions involving a change of control. For example:

• in the mining sector, Article 185 of the Mining Code (as amended) requires prior authorisation from the Ministry of Mines for any direct or indirect transfer of control, including changes at shareholder level;
• in the hydrocarbons sector, similar approval requirements apply under Articles 55 and 56 of the Hydrocarbons Law, particularly when rights or contracts are being assigned or restructured; and
• in agriculture, especially for large-scale land leases or agribusiness operations, a change of control may trigger a new authorisation under the Land Law (Law No. 73/021 of 20 July 1973) and regulations governing strategic resources, particularly when tied to foreign investment or customary land concessions.

In practice, it is essential to approach any transaction involving a change of control or combination of undertakings with a co-ordinated legal and regulatory strategy. This includes prior legal review, preparation of governance documents, alignment of merger control filings with OHADA corporate processes, and notification or clearance from sectoral authorities where required. For cross-border groups or projects involving sensitive sectors, early engagement with both the Competition Commission and the relevant line ministries is strongly advised – even in the absence of formal thresholds or published guidance.

In the DRC, any transaction involving a merger, acquisition of control, or formation of a joint venture must be assessed under three potentially overlapping legal regimes: national competition law, OHADA corporate law and – where applicable – interregional merger control frameworks, notably COMESA.

1. National Merger Control

The Law on Pricing Freedom and Competition establishes a formal merger control regime in the DRC. Prior notification to the Competition Commission is mandatory for concentrations that:

• exceed turnover or market share thresholds (pending official regulation);
• involve parties jointly controlling 25% or more of a relevant market; or
• are likely to create or reinforce a dominant market position.

Once a complete file is submitted, the Commission has 45 days to issue a technical opinion. The final decision is rendered by the Minister of National Economy, after mandatory consultation with the relevant sectoral minister (eg, for mining, banking, hydrocarbons, telecoms or energy), as required under Article 51 of the Law. The Minister must respond within 60 days, or 90 days in exceptional cases. Standstill obligations apply during this period, and early implementation exposes the parties to fines, annulment or structural remedies.

2. OHADA Company Law

From a corporate law perspective, AUSCGIE under OHADA governs the legal formalities of mergers, demergers and restructurings. Although it does not contain merger control provisions per se, it requires:

• approval by corporate bodies;
• drafting of a merger agreement;
• notification to shareholders and creditors; and
• filing with the RCCM and publication.

Failure to follow OHADA procedures may render the transaction null, even if it complies with competition rules. The two systems must therefore be approached in parallel.

3. COMESA and Interregional Merger Review

The DRC is a member of COMESA. Under the COMESA Competition Regulations (2004) and the Merger Assessment Guidelines (2014), certain mergers with a regional dimension must be notified to the COMESA Competition Commission (CCC) if:

• at least two of the merging parties operate in COMESA member states; and
• the combined turnover or asset value exceeds the thresholds set by COMESA (currently USD50 million).

In such cases, a regional notification to the CCC takes precedence over national notifications, and clearance must be obtained before implementation in any member country. However, national authorities retain a consultative role, and dual compliance may still be expected in the DRC due to the absence of explicit legal harmonisation. The CCC is also empowered to consider public interest and cross-border competition concerns, particularly in sectors such as telecoms, cement, banking and extractives.

Other regional instruments – such as CEMAC (not applicable in the DRC) and SADC competition co-ordination – may also influence transactions where multiple jurisdictions are involved.

Strategic Guidance

In cross-border transactions involving DRC operations, parties should undertake a threefold assessment:

• corporate structuring compliance under OHADA;
• merger notification and clearance under DRC national competition law; and
• regional merger review obligations under COMESA, where thresholds are met.

Early legal mapping and regulatory engagement with both the Competition Commission and the CCC is highly recommended, particularly in sensitive or concentrated sectors. Failure to comply with any of these layers may result in transactional delays, regulatory intervention or legal invalidity.

Congolese competition law prohibits anti-competitive agreements that have as their object or effect the restriction, distortion or prevention of effective market competition. This includes both horizontal and vertical agreements, regardless of whether they are formal or informal. Prohibited conduct includes:

• co-ordinated actions that restrict access to the market by other operators;
• market or customer allocation between competitors;
• agreements or arrangements aimed at fixing or artificially influencing prices;
• practices designed to limit production, investment or innovation; and
• collusive behaviours that affect the outcome of public procurement processes, including the disguised participation of affiliated entities.

These restrictions apply to written or verbal agreements, concerted practices and coalitions, whether express or tacit. The legislation follows a broad effects-based approach and does not require a formal contract to establish the existence of an anti-competitive arrangement.

However, the effective enforcement of these prohibitions remains limited, due to the delayed operationalisation of the Competition Commission and the absence of implementing regulations specifying procedural aspects and investigation powers. As a result, private actors rarely face enforcement actions in practice, and compliance obligations are often managed internally without external review.

At the regional level, the DRC is also bound by the COMESA Competition Regulations (2004), which prohibit agreements that appreciably restrict trade or competition between member states. The CCC has investigative and sanctioning powers across borders, and its authority applies even in the absence of enforcement by national regulators. Parties to cross-border agreements operating in at least two COMESA jurisdictions may be subject to direct scrutiny from the CCC, including dawn raids, document requests and financial penalties.

In parallel, the DRC is a member of the SADC bloc, which has adopted a non-binding Declaration on Regional Cooperation in Competition and Consumer Policies, encouraging information-sharing and soft law convergence among member states. Although SADC does not yet have a supranational competition authority, developments in countries such as South Africa, Zambia and Namibia influence the evolving compliance landscape for groups active across the region.

In practice, while national enforcement is still maturing, regional oversight is increasingly relevant, particularly for multinational operators. Companies engaged in distribution agreements, franchise networks, supply exclusivity or joint marketing arrangements are advised to conduct proactive competition audits and assess exposure under both national and COMESA frameworks, pending the full activation of local enforcement mechanisms.

In the DRC, the abuse of a dominant position is expressly prohibited under the Law on Pricing Freedom and Competition, which applies to conduct that distorts or restricts competition on the national market or has appreciable effects within the country, even if the conduct originated abroad.

A dominant position is defined broadly as the ability of one or more companies to behave independently of competitors, suppliers or customers, due to market power. Holding such a position is not unlawful per se; however, abuse of that position is prohibited. Examples of abusive conduct include:

• unjustified refusal to supply or grant access to essential services;
• tying or bundling, ie, making the sale of a product or service conditional on the purchase of another unrelated product;
• discriminatory pricing or contractual terms applied to similarly situated trading partners;
• abrupt and unjustified termination of longstanding commercial relationships; and
• below-cost pricing or margin squeeze practices designed to exclude competitors.

The Law also recognises abuse where the dominant company obtains advantages that would not exist under effective market conditions, or imposes unfair terms unilaterally due to lack of viable alternatives for business partners.

Although the Law provides a framework for enforcement, the practical implementation remains limited, with no reported public decisions to date. The lack of formal case law is largely due to delays in the full operationalisation of the Competition Commission and the absence of detailed procedural rules. However, private actions based on abuse may still be brought before commercial courts, particularly in regulated sectors.

The Law does not expressly refer to economic dependency, but the concept can be addressed indirectly through abuse provisions where one party is structurally unable to switch suppliers or partners due to market concentration or contractual imbalance.

At the regional level, the DRC is subject to the COMESA Competition Regulations, which also prohibit unilateral conduct that limits market access, distorts pricing or creates entry barriers across member states. The CCC may investigate and sanction abusive practices that have a cross-border dimension, even in the absence of national enforcement.

In practice, operators with significant market share – particularly in infrastructure, telecoms, distribution and extractives – should conduct a prior assessment of their commercial terms and internal policies to ensure compliance, particularly in markets where customers or partners have limited alternatives.

The Industrial Property Law (Law No. 82/001 of 7 January 1982) recognises three types of patents – invention patents, import patents and improvement patents – granting their holder exclusive exploitation rights thereof.

Patents are granted for 20 years for patents of invention (15 years where related to medicines).

Patents of importation and improvement expire at the same time as the principal patent to which they are attached.

The general steps of the registration process are the filing of the application, a formal examination to ensure it meets all administrative requirements, publication in the Official Gazette and, finally, the granting of the patent.

The application must be filed with the Directorate of Industrial Property (Ministry of Industry) and must include, among other things:

• a clear and complete description of the invention or discovery;
• the subject matter of the invention or discovery;
• the international patent classification; and
• the prescribed application fees.

Patent holders can pursue legal action against infringers through civil proceedings (which typically involve seeking injunctions, monetary compensation, confiscation and destruction, and publication of judgment) and criminal proceedings.

In the DRC, a trade mark is any distinctive sign allowing the recognition or identification of various goods or services of any business from those of others, including words, logos, symbols or combinations thereof. Names, designations, letters, numbers, combinations of letters and numbers, acronyms, slogans, emblems, borders and stripes may, among others, serve as trade marks.

The registration is valid for ten years (renewable for successive ten-year periods). It is important to note that the proprietor of the trade mark must use the trade mark within three years from registration to avoid risk of forfeiture of the trade mark.

The general steps of the registration process are a trade mark search to ascertain availability, the filing of the application, a formal examination to ensure it meets all administrative and formal requirements, publication in the Official Gazette for opposition purposes and, finally, registration and certificate issuance.

The application must be filed with the Directorate of Industrial Property (Ministry of Industry) and must include, among other things:

• the trade mark specimen (including the list of products, goods or services to which the trade mark applies);
• the international classification corresponding to the trade mark;
• the print/photograph of the trade mark; and
• the prescribed application fees.

Trade mark owners can pursue legal action against infringers through civil proceedings (which typically involve seeking injunctions, monetary compensation, confiscation and destruction of infringing goods) and criminal proceedings (fines and imprisonment).

An industrial design is defined as any arrangement of lines, colours or three-dimensional forms intended to give a special and distinctive appearance to any industrial or artisanal object. It also covers any industrial or artisanal object that can serve as a model for manufacturing other items, and which are recognisable as new or unique compared to similar existing products.

The protection for industrial designs is granted for five years initially, renewable once.

The general steps of the registration process are the filing of the application, a formal examination to ensure it meets all administrative requirements, publication in the Official Gazette for opposition purposes and, finally, the registration of the industrial design.

The application must be filed with the Directorate of Industrial Property (Ministry of Industry) and must include, among other things, a specimen or a photographic or graphic representation of the design, along with an explanatory caption and the prescribed application fees.

The owner of an industrial design can pursue legal action against infringers through civil proceedings (which typically involve seeking injunctions, monetary compensation, confiscation and destruction, and publication of judgment) and criminal proceedings.

Copyright in the DRC protects original literary, artistic and scientific works, including books, musical composition, cinematographic works, artistic creations regardless of their form of expression (drawings, paintings, sculptures, photographs) and computer programs (software).

The duration of copyright protection generally extends for the life of the author plus 50 years after their death and for audiovisual or anonymous works for 50 years from publication.

There is no formal registration required for protection, as it is automatic upon creation (following the Berne Convention principles); however, voluntary registration is possible.

In case of copyright infringement, remedies can be available through civil proceedings (which typically involve seeking injunctions, monetary compensation, confiscation and destruction of infringing copies, and publication of judgment) and criminal proceedings (including fines and imprisonment).

Databases (where their selection or arrangement demonstrates originality) and software are protected under copyright law and general intellectual property principles, granting automatic protection upon creation.

In contrast, trade secrets are protected through contractual agreements and general contract law principles, requiring proactive measures to maintain confidentiality.

The main regulation governing data protection in the DRC is the recently enacted Digital Code, which establishes a comprehensive legal framework for personal data protection and digital activities. Prior to its enactment, the DRC lacked dedicated data protection legislation, with only sparse and limited provisions scattered across specific laws. One of the legislator’s objectives in enacting the Digital Code was to provide the DRC with a modern regulatory framework for the protection and lawful processing of data, including personal data.

Key features of the Digital Code include:

• Broad applicability: it covers all entities (public or private, domestic or foreign) that process personal data within, or directed towards, the DRC;
• Comprehensive regulation: it governs the collection, processing, transmission, transfer, storage and use of personal data;
• Defined roles and rights: it establishes the roles and responsibilities of data controllers, processors and their representatives, and sets out the rights of data subjects, including rights to access, rectification, deletion, and objection to processing;
• Regulatory oversight: it provides for the creation of a data protection authority to oversee compliance and enforcement;
• Cybersecurity and criminal provisions: it includes measures for information system security and cybercrime prevention, with criminal sanctions for violations; and
• Exemptions: it contains exemptions for processing related to public security, defence, criminal investigations and sanctions enforcement.

Other Applicable Regulations

Prior to the Digital Code, the Telecom Law served as the main reference for data privacy within the telecommunications sector. It imposed confidentiality obligations on telecoms operators regarding user communications and data. The Telecom Law also establishes the legal and institutional framework for telecommunications in the DRC, ensuring the protection of fundamental rights and freedoms of individuals with respect to personal data processing, and defines and sanctions fraud and offences within the telecommunications and information and communication technologies sector.

Regional Frameworks

While the DRC now has its own legal regime, it is also influenced by regional developments in data protection:

• COMESA has issued non-binding frameworks inspired by international standards (such as the General Data Protection Regulation), promoting good practices for digital services and financial consumer protection. Although there is currently no binding COMESA-wide data protection law, its model policies encourage harmonisation across member states.
• SADC has adopted a Model Law on Data Protection, which provides guidance on data subject rights, controller and processor obligations, and regulatory oversight. Although not directly binding, it serves as a reference for national legislation. The SADC Secretariat itself has implemented a data protection policy aligned with international best practices.

These regional initiatives reflect a growing trend towards enhanced data protection governance and may influence future refinements of DRC law, especially in light of cross-border data processing and digital co-operation within the region.

The Digital Code governs digital activities and services carried out from or directed towards the territory of the DRC, by any natural or legal person, regardless of their legal status, their nationality, or that of their shareholders or managers, and regardless of the location of their registered office or principal establishment. It establishes extraterritorial applicability, meaning that any foreign company targeting, offering goods or services to, or processing personal data of, individuals located in the DRC must comply with its data protection provisions. This approach aligns with international standards, such as the General Data Protection Regulation’s territorial scope in the European Union.

For example, foreign e-commerce platforms selling products to customers in the DRC, global streaming services collecting personal data from DRC users, or international telecoms or satellite companies processing DRC customer data are subject to the Digital Code. Such companies are required to implement compliance measures, including ensuring lawful processing, respecting data subjects’ rights and potentially appointing a local representative, in line with the requirements of the Digital Code.

The Data Protection Authority (APD – Autorité de Protection des Données) has been established under the Digital Code to oversee data protection compliance in the DRC. However, it is not yet operational, as its organisation and functioning must still be defined by a ministerial decree.

The APD is expected to have the following key roles and powers:

• Oversight and enforcement: monitoring compliance with the Digital Code, investigating complaints, conducting audits, and ensuring that data controllers and processors adhere to data protection obligations;
• Issuing guidelines and regulations: providing detailed guidance, regulations and recommendations to clarify the implementation of the Digital Code and address emerging data protection issues;
• Advisory role: advising the government on legislative and administrative measures related to data protection and providing guidance to data controllers and data subjects on their rights and obligations;
• Public awareness: promoting public understanding of data protection rights and responsibilities;
• International co-operation: collaborating with other data protection authorities to facilitate cross-border enforcement and information exchange; and
• Sanctioning powers: imposing administrative fines, issuing warnings and corrective measures, and potentially ordering the suspension of data processing activities in cases of non-compliance.

Currently, the interim authority overseeing data protection matters is the Ministry of Posts, Telecommunications, New Information and Communication Technologies.

Given the repressive (rather than educational) nature of the DRC’s enforcement environment, ProximA International DRC has taken proactive steps by organising awareness sessions aimed at key sectors such as banking institutions and mobile network operators, which manage large volumes of sensitive personal data. These initiatives are designed to mitigate the risk of sanctions resulting from common or systemic breaches. In such a context, anticipation and internal compliance readiness are essential to navigating the complexities of the country’s administrative practices and ensuring business continuity.

A number of significant legal reforms – both new laws and amendments to existing legislation – are expected in the DRC, reflecting the government’s broader push towards increased regulatory control, local content enforcement and modernisation of economic governance frameworks.

• Subcontracting and local content: A new or significantly revised Subcontracting Law is anticipated. The objective is to further protect Congolese interests by expanding local content requirements, particularly in the mining, oil and gas, and infrastructure sectors. While foreign investors are lobbying for more flexible rules, the legislative trend – both in the DRC and across Africa – remains firmly oriented towards protecting and empowering domestic actors.
• Implementation of the Digital Code: Although the Digital Code has already been enacted, its effective application awaits the adoption of implementing decrees and regulatory measures. These will establish operational details and activate institutions such as the APD, as well as clarify compliance frameworks for both public and private entities.
• National ID system reform: The government is also finalising the legal and institutional framework for the national biometric ID card system, a long-awaited reform critical to public administration, financial inclusion and national security. The enabling legislation and regulatory texts are expected to provide the legal basis for the rollout of a unified identity infrastructure, supported by digital technologies and governed by privacy and data protection standards. This reform is particularly strategic for cross-sectoral digital transformation and is closely followed by institutional stakeholders and international partners.
• Creation of new financial institutions: Two new institutions are in the pipeline: a Development Bank and a Deposit and Consignment Fund (Caisse de Dépôt et de Consignation). These bodies are expected to play a central role in long-term investment, public fund management and national development strategies, and will require dedicated legal frameworks for their operation and governance.
• Banking sector reform: The existing Banking Law (Law No. 003/2002) imposes a requirement for banks to have at least four shareholders each holding 15% of share capital. This rule is under pressure from lobbying by foreign-owned banks seeking exemptions. While amendments to this law are being discussed, it is unlikely to change in the short term given the strong emphasis on local ownership and stability in the financial sector.
• Tax administration and compliance: Broader tax reforms are needed to improve the investment climate and support the growth of domestic enterprises. Ongoing reforms include the mandatory registration for a Tax Identification Number (NIF), the standardisation of invoicing practices, and the requirement to obtain a Quitus Fiscal for clearance of public payments. While these reforms are positive in principle, their implementation has introduced new compliance burdens – especially for SMEs, large corporations and entrepreneurs – due to persistent inefficiencies and unpredictability within the tax administration.

Overall, while several reforms aim to modernise the legal and regulatory environment, businesses should remain attentive to both the opportunities and the compliance risks these changes may bring.