Over the past 12 months, private equity and M&A activity in Congo-Brazzaville have remained relatively modest but strategically focused, with energy, agriculture and infrastructure emerging as the dominant sectors. Other new sectors following that trend include fintech companies as well as the hospitality sector, which saw the highest increase in terms of numbers of investments and operations on both a small and large scale.

Events such as the Congo Energy & Investment Forum in March 2025 – which featured a dedicated investment “deal room” – also point to an increasing appetite for structured, high-impact transactions in the country’s energy and infrastructure ecosystems.

The REF 2025 forum, held in Brazzaville in June 2025, positioned Congo-Brazzaville as a key hub for francophone business and investment. Gathering over 2,000 participants from more than 40 countries, it led to major announcements – most notably Africa Global Logistics’ EUR1 billion investment in the port of Pointe-Noire. The event also focused on small and medium-sized enterprise (SME) development, regional integration, and value chains strengthening across the francophone space. REF 2025 provided strong momentum to private investment and reinforced Congo-Brazzaville’s strategic role in Central Africa’s economic landscape.

While Congo-Brazzaville’s private equity ecosystem remains relatively small compared to larger African markets, recent trends indicate a selective but growing investor interest. The appearance of some family offices and private equity funds in the country also constitutes a major trend contributing to the growth of the sector. 

Besides the oil and gas sector, which sees continuing growth from historical players, the agricultural and fintech/technology sectors have seen several new start-up companies and multinationals backed by private funds enter the scene.

The general difficulty that the regional foreign exchange regulation imposes on the country has led to a rush of fintech companies offering alternatives to the traditional banking sector for international transfer and remittances.

The government’s efforts to digitalise much of its administration has also led to the same result in companies working within that space.

As food security is a growing concern, the agricultural sector has seen several heavy investments from private funds aiming to develop the industry, with the government offering considerable tax incentives to players.

As the government works to finalise a new Gas Code and associated Gas Master Plan aimed at attracting further private capital, there is growing interest in the jurisdiction for investment.

The 2022 private-public partnership regulation also created a framework that gives comfort to investors coming into the jurisdiction. Many efforts have been made by the government in the creation of special economic zones and an attractive investment charter, to help make Congo a destination hub for investment in various sectors.

In the Republic of the Congo, private equity transactions are generally governed under Regulation No 2/18/CEMAC/UMAC/CM on Foreign Exchange Regulation in the CEMAC zone, which provides the overarching legal framework for cross-border capital movements and foreign investments.

Under this regulation, private equity operations between shareholders – such as share transfers or capital increases – can be conducted without prior approval from public authorities, except in cases where the target company operates in a regulated sector. Specifically, when a private equity transaction involves a company that holds a licence, concession or authorisation issued by the government (such as those operating in the hydrocarbons, mining, gas, telecommunications, banking, insurance, transportation or healthcare sectors), the prior approval of the competent regulatory authority is required before the transaction can be completed.

This regulatory safeguard ensures continued compliance with the terms of the original licence and prevents unauthorised control shifts in strategic or sensitive industries.

Inbound investments have to be declared to the Bank of Central African States (BEAC) and to the Ministry of Finance when such investment exceeds the amount of XAF100 million (about EUR152,000).

Moreover, where transaction proceeds are to be paid outside the CEMAC area (including dividends, capital gains or transaction-related fees), the operation must be declared to the BEAC and to the Ministry of Finance of the Republic of the Congo.

This requirement is part of the broader foreign exchange control regime, aimed at ensuring transparency and monitoring capital flows out of the monetary union. Regarding merger control and foreign investment screening, Congo-Brazzaville does not have a standalone competition or merger control authority. However, sectoral regulators (eg, the Ministry of Hydrocarbons, ARPCE for telecommunications, COBAC for banking and financial services) may exercise supervisory roles in respect of concentration, ownership change or foreign investment within their jurisdictions.

These approvals, while not constituting merger control in the strict antitrust sense, effectively serve a similar gatekeeping function for private equity-backed acquisitions in regulated sectors.

As for national security reviews, Congo-Brazzaville does not currently have a formalised national security screening regime akin to those seen in jurisdictions such as the United States (CFIUS) or the EU.

However, foreign investment in strategic sectors (particularly hydrocarbons, energy and telecommunications) may attract greater scrutiny from sectoral ministries, especially when the acquirer is a sovereign wealth fund or a state-backed investor.

In practice, transactions involving such entities may be subject to more extensive review, particularly where state control or geopolitical considerations are at play, although no formal distinction is codified in law at this stage.

The EU’s Foreign Subsidies Regulation (FSR) is not applicable in the Republic of the Congo, as Congo-Brazzaville is not an EU member state nor does it fall within the FSR’s territorial or extraterritorial jurisdiction. Therefore, the regime has no direct impact on private equity transactions conducted in Congo-Brazzaville, even when the buyer includes EU-based investors.

In terms of compliance with anti-bribery, sanctions and ESG (environmental, social and governance) standards, there have been some legislative developments over the past 12 months. The Republic of the Congo has been strengthening its anti-corruption legal framework since 2022. The cornerstone legislation is the Loi No 9-2022 du 11 mars 2022, which establishes a comprehensive regime for the prevention, detection and punishment of corruption and related offences. It applies broadly to both public and private sector actors, and introduces specific provisions on asset declaration, conflict of interest, illicit enrichment and public procurement integrity. It also provides for international co-operation and the role of specialised institutions such as the Haute Autorité de Lutte contre la Corruption (HALC) and ANIF (for financial intelligence and AML/CFT compliance).

To complement this law, Décret No 2024-119 du 27 mars 2024 established a government-wide anti-corruption compliance framework known as the Système de Management contre les Antivaleurs. This decree operationalises ethical governance in public administration and affiliated entities through mandatory sectoral policies, ethics training, integrity monitoring, whistle-blower protection (via the anonymous “Ko-Funda” platform) and audit systems. It places significant emphasis on the responsabilité sociétale de l’administration publique (societal responsibility of public administration), aligning with ESG principles even though ESG reporting is not yet mandatory.

While these initiatives are still in the implementation phase, they send a strong signal to both local and international investors (including private equity funds) that Congo is taking governance and transparency reforms seriously.

Finally, the authors note that international investors – including private equity funds – continue to place strong emphasis on compliance in these areas. Given Congo’s exposure to sectors that are vulnerable to corruption and environmental risks, many investors voluntarily adopt international best practices, including anti-bribery compliance programmes (aligned with the US FCPA or UK Bribery Act), ESG screening frameworks, and alignment with sustainability standards such as the IFC Performance Standards or OECD Guidelines for Multinational Enterprises.

In the Republic of the Congo, legal due diligence in private equity varies depending on the nature of the target, its sector of activity and the risk profile of the transaction. Due diligence is generally conducted on behalf of the investor or acquiring party, and is based on their view of corporate documentation and material disclosures provided by the target. The target usually sets up a virtual data room with all the documents being available for review over a defined period, and there the buyer can usually conduct a Q&A to clarify any discrepancies or irregularities.

The objective of legal due diligence is to:

• assess the legal integrity of the target;
• identify potential liabilities;
• confirm ownership of key assets; and
• ensure compliance with applicable laws and regulations.

This process often culminates in a due diligence report that forms the basis for transaction structuring, pricing adjustments, risk allocation (via representations, warranties and indemnities) and conditions precedent to closing.

Key Due Diligence Focus Areas

Beyond transaction-specific or sectoral considerations, legal due diligence in Congo-Brazzaville typically includes an in-depth review of the following key areas.

Corporate structure and governance

This includes verification of corporate records, articles of association, shareholding structure, board resolutions and compliance with OHADA company law requirements.

Financial liabilities and contingent obligations

This includes review of loan agreements, guarantees, security interests and any off-balance-sheet liabilities that could impact valuation or future performance.

Material contracts

This relates to assessment of ongoing commercial contracts, including supply, distribution, partnership or joint venture agreements, with attention paid to change-of-control clauses and termination rights.

Real estate and lease arrangements

This includes examination of title deeds, lease agreements, land use authorisations and compliance with urban planning or concession requirements.

Regulatory compliance

Where the target operates in a regulated sector (eg, hydrocarbons, mining, telecoms, health, banking), verification of the status and transferability of licences, permits and authorisations is essential. Regulatory approval may also be a condition precedent to closing.

Labour and social security compliance

This includes review of employment contracts, collective bargaining agreements, the legal status of expatriate workers, and the target’s compliance with national labour laws and social security contributions. Particular attention is paid to Caisse nationale de sécurité sociale (CNSS) obligations.

Intellectual property

This includes review of registered trade marks, patents, copyrights, domain names and licensing agreements to confirm ownership and protectability.

Litigation and disputes

This includes analysis of current and past litigation, arbitration proceedings or administrative investigations that may expose the company to liability or reputational risk.

Environmental compliance (if applicable)

For projects in the extractive, industrial or infrastructure sectors, environmental due diligence includes verification of compliance with environmental laws, licences and any obligations related to environmental and social impact assessments.

Vendor due diligence is a common practice, and the elements described in 4.1 General Information usually apply to it. While it can be considered reliable depending on the sophistication of the vendor, the buyer usually conducts its own due diligence as well.

In the Republic of the Congo, private equity acquisitions are mainly made through private treaty sale and purchase agreement or merger transactions governed by the Uniform Act Relating to Commercial Companies and Economic Interest Groups (the “OHADA law”). The transaction is typically formalised via a notarial deed where there is a share transfer, and, where necessary, filings are made with the Commercial Registry and tax authorities.

Auction sales and tender offers are rare in the Congolese market. The legal and regulatory infrastructure for competitive bid processes is limited, and such mechanisms are generally not favoured in practice.

Typically, no major distinction is made in the legal framework that governs the terms of acquisition between privately negotiated deals and hypothetical auction scenarios.

Private equity-backed buyers can be directly involved in acquisitions or act through a special purpose vehicle (SPV). Both options are possible and frequent in Congo-Brazzaville. Whether the buyer will be involved directly or use an SPV is usually deal-specific.

Private equity deals are normally financed directly by the buyer or an SPV through either a debt leverage portion or direct cash injection into the target.

To provide contractual certainty of the purchase price, a letter of comfort is generally used for proof of funds, or the party can provide for security (surety or autonomous guarantee).

There has not yet been any legal or practical evolution regarding funding of private equity operations.

Despite the fact that there is no legal provision prohibiting such a scheme, consortium or private equity sponsors are not common in the Republic of the Congo, nor is co-investment alongside the lead private equity fund. This is because the private equity deals that take place in Congo-Brazzaville are usually of a size small enough for a single actor to handle. A consortium is usually seen in operations involving the transport, logistics or energy sector.

The main mechanisms are cash and completion accounts. Earn-outs and deferred consideration with price adjustment are also very common. As Congo-Brazzaville is a singular jurisdiction, if the buyer is foreign with little mastery of the market, there is usually a transition period where the prices are event-based adjusted. In practice, the authors see more private equity funds as buyers than as sellers; as such, the buyers usually have little leverage in negotiation as they are usually more in need than the latter.

Such practice is not common in this jurisdiction. Usually, no interest is charged in the equity price, though potentially this could be negotiated between the parties.

It is very common to have a dedicated expert or to use other dispute resolution mechanisms in private equity transactions. This does not differ according to the type of structure, but because of the terms of the agreements. The parties’ contractual relationship is governed by freedom of contract.

Conditionality is very frequent in Congo-Brazzaville, as several regulatory conditions must be met before a deal can close – whether regional or domestic. It is common to see material adverse change provisions as well as third-party consent, depending on the industry (where the review of material operational or financing contracts shows the need for such consent).

This is unlikely to be accepted; this jurisdiction does not make such a distinction. The EU FSR regime is not applicable in Congo-Brazzavillle.

Break fees are common practice. The parties generally provide for a break fee where the financing is conditional on debt and where there is a long lead to closing, meaning that their assets are immobilised for a long time and they lose the opportunity to engage with another buyer.

Local regulation does not provide for a limit on the amount or percentage of the break fee.

Reverse break fee clauses are also legal but are rarely seen in practice.

Acquisition agreements generally determine the circumstances under which the agreement can be terminated by either party. Termination often occurs when the parties fail to perform in accordance with the terms of the agreement or when the conditions precedent are not cleared.

A typical longstop date will vary between three to six months, and may be up to a year for matters of high exclusivity and that are highly regulated.

The typical allocation of risk does not differ; little distinction is made in this regard.       

Private equity-backed sellers typically provide warranties and indemnities that focus on title, ownership and compliance with key obligations, particularly with confirmation that:

• the seller has valid title to the shares or assets being sold and is entitled to transfer them free from encumbrances;
• all tax liabilities have been properly settled, and no undisclosed or contingent tax obligations exist; and
• there are no outstanding, unknown payments or debts owed by the selling entity that could impact the buyer post-acquisition.

Limits on liability for these warranties and indemnities are not prescribed by law and are instead determined through negotiation between the parties. It is common practice to include caps on liability (quantum limits), time limitations (for example, claims must be brought within 12–24 months post-closing) and exclusions for known issues disclosed during due diligence. However, these limitations can be tailored depending on the size, complexity and risk profile of the transaction.

The management team of the target company often provides broader warranties, particularly concerning the accuracy of information provided, proper management of the company, and the absence of breaches of fiduciary duties. These warranties can expose management to personal liability, especially if misrepresentation or wilful misconduct is proven.

Regarding data room disclosure, there is no statutory prohibition on allowing the data room to serve as a disclosure mechanism against warranties, though this practice is not commonly adopted in Congo-Brazzaville.

The other common protection that can be included in acquisition documentation is the escrow. Warranty and indemnity (W&I) insurance is not commonly seen, but can be assimilated into the guarantee d’actif et de passif mechanism, in which there is an indemnification protection on warranties.

When disputes arise, they are most commonly linked to valuation issues and consideration mechanics – particularly disagreements over the valuation of shares or assets and payment of the acquisition price, including deferred payments or earn-out mechanisms.

In addition, warranties and indemnities are frequent sources of disputes, especially where post-closing issues emerge concerning undisclosed liabilities, tax exposures or regulatory non-compliance claims.

This is not common, and the authors are not aware of any precedent relating thereto.

The Congolese capital market is underdeveloped, and most companies are privately held. The primary disclosure and filing obligations are instead dictated by OHADA company law and CEMAC regulations, including competition (antitrust) thresholds and foreign investment notifications (foreign exchange regulation). Where applicable, material shareholding disclosure thresholds are linked to changes in control or significant acquisitions that may trigger competition law filings with CEMAC’s Regional Competition Authority (Commission de la Concurrence de la CEMAC).

As most companies in Congo-Brazzaville are privately held, acquisitions are structured through negotiated share purchase agreements or mergers, and there are no statutory rules requiring a bidder to make an offer to all shareholders once a control threshold is crossed.

Furthermore, consolidation or attribution of shareholdings among affiliated or related entities (such as other private equity funds or portfolio companies) does not create any specific legal obligations. These matters are typically addressed in the shareholders’ agreement or through contractual arrangements, rather than statutory regulation.

There are no statutory minimum price rules applicable to tender offers or acquisitions in Congo-Brazzaville, largely because public tender offers are not common in this jurisdiction.

Valuation is typically determined through negotiation between the parties, based on due diligence findings and market conditions.

However, under OHADA law, the nominal value of a share (as stated in the company’s by-laws or articles of association) serves as a reference for share transfers within certain corporate transactions. While it does not impose a minimum price rule for private equity deals, it provides a baseline below which the transfer price cannot be set without adjusting the company’s share capital.

This is not applicable; this area is not regulated.

If a private equity bidder acquires less than 100% ownership of a target, it can secure additional governance rights through shareholders’ agreements and amendments to the company’s articles of association under the OHADA law. Common rights sought by private equity investors include:

• board representation or nomination rights, allowing the private equity investor to appoint directors or observers;
• veto rights or reserved matters, particularly over strategic decisions such as capital increases, mergers, asset disposals or changes to the business plan;
• pre-emption rights on new share issuances or transfers to third parties;
• tag-along and drag-along rights, to ensure exit alignment with minority shareholders; and
• enhanced information and audit rights, beyond standard corporate law requirements.

There is no specific statutory mechanism under Congolese or the OHADA law for debt push-down structures following a successful acquisition.

This is uncommon, as there is no developed tender practice in Congo-Brazzaville.

Such practice is not common in Congo-Brazzaville. The incentive usually takes the form of a performance earn-out with set objectives at the end of a given period.

This is not common in Congo-Brazzaville.

Manager shareholders are not common in Congo-Brazzaville. Most private equity transactions in the region are negotiated directly with key shareholders and management, often without the sophisticated incentive mechanisms typically seen in more mature markets.

Management shareholders can be subject to non-compete, non-disclosure and non-solicitation clauses.

Any contractual document entered into by the manager providing for non-compete, non-solicitation or any similar clause can be enforced by local courts. The applicant can seek and obtain the payment of damages. Such clauses can also be paired with a penal clause providing for financial compensation.

If the manager shareholder has signed a labour agreement with the company, they can also be subject to legal action if found guilty of any activity, speech, display or inappropriate language to the prejudice of the company. 

Such provision can be found in both the employment contract and the equity package.

Minority protection mechanisms for management shareholders are not typical in private equity transactions in the Republic of the Congo. The local private equity landscape is still relatively underdeveloped, and management teams rarely hold significant equity stakes or negotiate sophisticated shareholder rights. Most transactions are structured with the private equity fund holding a controlling interest, leaving limited room for management to influence strategic decisions through equity rights.

The control rights of a private equity fund shareholder over its portfolio companies are primarily governed by the OHADA law. The level of control typically depends on the percentage of shareholding and the terms negotiated in the shareholders’ agreement (if there is one). However, certain statutory rights are inherent to all shareholders. Private equity fund shareholders have the right to request the portfolio company to share accounting documents, financial statements, auditor’s reports, board of direction minutes, agreements or any legal document binding the company.

Under local law, civil or penal responsibility is individual and cannot be extended to a third party unless the latter personally participated in the circumstances that led to the civil or penal responsibility. Thus, the private equity fund backing the majority shareholder cannot be held liable for the actions of its portfolio company unless it directly participated or caused the damage.

The most common exit routes remain private sales to strategic corporates or other private equity-backed investors. Initial public offerings (IPOs) are extremely rare, and there have been no notable IPO exits by private equity funds in the past 12 months.

Drag-along and tag-along rights are not automatically implied under the OHADA law but are commonly included in shareholders’ agreements where private equity funds are involved, especially in deals with multiple minority shareholders or management co-investors. There is no typical threshold.

There are no standard lock-up arrangements or relationship agreements between private equity sellers and issuers, since private equity-led IPOs have not yet emerged as a common exit route.