Company Formation in Burundi

General reference only. This Guide is general tax/accounting reference material for AI-assisted workflows. It has not been reviewed for any specific person's facts, documents, elections, deadlines, residency, filing status, or local procedures. Do not rely on it to file, pay, amend, or take a tax position without review by a qualified professional in Burundi.

Who this applies to

Use for ordinary formation under Burundi's Law 1/09 of 30 May 2011, the national Code des sociétés privées et à participation publique. The relevant private form is SPRL, Société de Personnes à Responsabilité Limitée; the sole-member form is SU, Société Unipersonnelle. SA is the Société Anonyme. Use the statutory forms rather than the old SARL/OHADA description. Natural or legal persons can be founders subject to legal capacity/incompatibility and form-specific conditions. Company code arts. 1–4, 30, 162, 225 and 270–273.

A foreign branch is registered but has no separate legal personality; a Burundi subsidiary is its own company. Identify which vehicle is being registered before using the same application documents. Arts. 13–14; ADB published procedure.

Rates, bands and thresholds

Item and conditions	Rule / amount	Period	Official source
SPRL founders and limited liability	2–50 natural/legal persons; debts limited to contributions, subject to statutory exceptions	2026	Art. 225
SPRL capital	Freely set by articles; equal registered shares, fully subscribed, at least one-third paid at formation and balance within two years; sector-specific capital rules still require checking	2026	Arts. 17, 228–229
SU ownership	One natural/legal person; a SU cannot create another SU; capital freely set, fully subscribed and paid	2026	Arts. 270–273
Company registration fee published by ADB	BIF 200,000	2026	12 July 2024 notice, citing order 540/550/026
Natural-person business registration fee	BIF 100,000	2026	Public registration procedure
Amendment / duplicate RC fee	BIF 50,000 / BIF 15,000	2026	12 July 2024 notice
Tax identification	Register business/company with tax administration within 15 calendar days of commencement/creation, subject to current allocation of competence	2026	Art. 17

The base

The articles must state legal form, object, name, geographic seat, duration, capital, contributions/share values, profit allocation and organs. A post-office box alone is not the statutory geographic seat. Capital in cash requires the bank's deposit certificate; in-kind contributions require valuation under the applicable code provisions, not a fictitious cash deposit. Signature, filing, publication and registration create the legal-personality sequence. Arts. 7, 11, 17–23 and 33–36.

For an SPRL appoint the management required by art. 236: one or more natural or legal-person managers, whether members or outsiders, named in the articles or later act. The old statement “one shareholder for a SARL” confuses this with an SU. An SPRL reduced to one member must regularise or become an SU within one year; one exceeding fifty must regularise or become an SA within one year. Arts. 225–229, 236 and 278.

An SU must have a natural-person manager under art. 278, unlike the wider SPRL manager rule. The code permits natural and legal sole members under art. 272, except that an SU cannot create another SU. There is no basis here for the old generic rule that every corporate founder must bring a second shareholder. Check a regulated business's separate licensing/capital conditions; the ordinary freely set capital rule does not establish a universal dollar minimum.

Deadlines and filing

1. Confirm vehicle, founders/representatives, legal capacity, actual address, object, proposed name, capital and manager. For a legal-person founder obtain its NIF, RC, articles and notarised resolution of intention. For a foreign subsidiary or branch ADB requests the notarised decision authorising operations and appointing the Burundi representative, together with parent statutes, RC and NIF. ADB document lists.
2. Prepare/sign the articles, capital-payment bank evidence and applicable in-kind valuation. Check the name in the registration process before filing; this Guide does not establish a separate compulsory reservation fee or promise availability. Arts. 7, 19, 33–36.
3. The ADB procedure sends applicants to easybusiness.bi. Select “s’enregistrer”, enter identification/email, create account credentials and confirm through the email link. Prepare the identity card/passport and, where relevant, residence card; use the person-morale path for a company and person-physique path for an individual business. Upload the relevant founder/formation documents and retain the fee payment evidence. These are the public instructions; authenticated company-form fields and final submission receipt have not been accessed. Public procedure.
4. Reconcile commercial registration and tax registration separately. The budgets reserve RC registration to ADB (ANACOOP for cooperatives) and NIF attribution exclusively to OBR. July art. 233 expressly preserves the current registration procedure until effective deployment of the integrated tax-registration module. Do not promise that the online RC screen itself issues a legally sufficient NIF. Obtain both outputs and check names/address/entity form; follow up on a missing NIF within the statutory registration period. Art. 213; Art. 233.
5. Keep RC, NIF, signed articles, founder decisions, bank/valuation documents and official receipts. Set up accounts and tax/payroll registrations applicable to the actual activity, then use corporate income tax, VAT and payroll/INSS for their different return calendars. The company code's accounts and meeting rules still apply; tax filing does not replace company governance. Arts. 69 and 242–252.

No statutory or reliable current guaranteed completion time has been established. Do not quote the old one-to-two-week estimate as a legal service promise.

Penalties and interest

False or incomplete formation documents and tax-registration defaults require their own legal analysis; the registration fee is not a maximum liability. For tax defaults use tax overview and the actual relevant tax law. SPRL failure to restore founder-number conditions can cause dissolution after the code's regularisation period. Arts. 226–227.

Cross-border points

Foreign-founder documentation follows ADB's list above. A branch is not the same as a subsidiary, and RC registration does not settle tax residence, PE attribution, immigration permission or exchange-control compliance. Use cross-border tax for tax classification; obtain the actual sector/immigration approval before operating a regulated or foreign-staff business. Arts. 4 and 13–14; Foreign branch/subsidiary documents.

Two worked examples that recompute

Assume founders choose an SPRL with fully paid cash capital BIF 1,000,000 and no in-kind assets, sector licence or extra service costs. Capital remains company property, not an agency fee. The official company registration fee is BIF 200,000, so initial cash provision for these two items is BIF 1,200,000; additional costs are not estimated.

name: One ordinary company registration and capital
inputs:
  capital: 1000000
  registration_fee: 200000
steps:
  - cash_provision: capital+registration_fee
expected:
  cash_provision: 1200000

Assume a sole founder compares individual-business and SU registration, without treating either as tax-equivalent. Public agency fees are BIF 100,000 versus BIF 200,000, a BIF 100,000 difference. The SU has one member; adding another ordinary member requires considering an SPRL instead. The fee difference alone does not decide liability, taxation or licensing.

name: Natural business versus company registration decision
inputs:
  individual_fee: 100000
  company_fee: 200000
  founders: 1
steps:
  - fee_difference: company_fee-individual_fee
  - extra_member_for_sprl: 2-founders
expected:
  fee_difference: 100000
  extra_member_for_sprl: 1

Ask the client first

• How many founders, of what legal type, and is a sole legal founder itself an SU?
• Is the intended vehicle an individual business, SU, SPRL, SA, branch or subsidiary?
• What are the object, actual address, sector licences and proposed management?
• What capital and cash/in-kind contributions will be subscribed and paid?
• Are foreign-parent resolutions, identity/residence documents, RC/NIF and actual fee receipts available?

Sources

Official source	What was actually read	Read date
Company code, Law 1/09 of 30 May 2011	Read for Actual PDF: general provisions, registration, capital, accounts, SPRL arts. 225–269 and SU arts. 270–283 read; national law, not an OHADA code.	2026-11-01
ADB public creation procedure	Read for Full person-physique/person-morale and foreign-entity document lists, fees and public account steps read.	2026-11-01
ADB fee notice, 12 July 2024	Read for Entire single-page official notice read; applying order 540/550/026 of 10 July 2024.	2026-11-01
Law 1/12 of 25 November 2020	Read for Registration, records, declarations, collection and sanctions; PDF pp. 1–13, 18–42, with budget overrides checked.	2026-11-01
Law 1/09 of 31 December 2025	Read for selected income/VAT/registration amendments at arts. 79–83, 95–100, 147–149, 180, 208, 213, 246 and commencement art. 252 (p. 249), with neighboring clauses. Other sector charges and allocation tables not substantively reviewed.	2026-11-01
Law 1/10 of 30 June 2026	Read for selected income/VAT/registration/procedure amendments at arts. 78–82, 95–104, 154–158, 190, 210–233, 246–271 and commencement art. 277 (p. 267), with neighboring clauses. Other sector charges and allocation tables not substantively reviewed.	2026-11-01

Not yet confirmed: Current authenticated easybusiness application fields, fee-payment reference and final receipt/certificate screens; separate name-reservation procedure; guaranteed registration timeline; regulated-sector/SA capital and licence rules; beneficial-owner filings; relative popularity of company forms, foreign-ownership sector restrictions, detailed branch fees; incorporation tax or stamp charges beyond the published registration fees. The old nominal-dollar minimum and generic foreign/corporate-founder claims are not verified.