Republic of Congo Company Formation & Entity Choice

Company formation under OHADA

Company law in the Republic of Congo is governed by the OHADA Uniform Act on Commercial Companies. The most common vehicles are the SARL (limited liability company) and the SA (public limited company); incorporation runs through the Guichet Unique (one-stop business registration desk).

• Société à Responsabilité Limitée (SARL) — Limited liability company — most common form for SMEs; one or more members (OHADA Uniform Act on Commercial Companies and Economic Interest Groups)
• Société Anonyme (SA) — Public limited company — used for larger businesses and regulated sectors (OHADA Uniform Act on Commercial Companies and Economic Interest Groups)
• Société par Actions Simplifiée (SAS) — Simplified joint-stock company with flexible governance, available under OHADA (OHADA Uniform Act on Commercial Companies and Economic Interest Groups)
• Branch (succursale) of a foreign company — Permitted but generally must be converted to a subsidiary within two years under OHADA rules ((approx — confirm)) (OHADA Uniform Act on Commercial Companies and Economic Interest Groups)
• Minimum share capital — SARL — XAF 1,000,000 (OHADA default; can be lowered by national rule) XAF ((approx — confirm)) (OHADA Uniform Act on Commercial Companies and Economic Interest Groups)
• Minimum share capital — SA — XAF 10,000,000 (XAF 100,000,000 if making a public offering) XAF ((approx — confirm)) (OHADA Uniform Act on Commercial Companies and Economic Interest Groups)
• Registered office requirement — A physical registered office address in Congo is mandatory; proof must be submitted (OHADA Uniform Act on Commercial Companies and Economic Interest Groups)
• Paid-up capital deposit — Share capital must be deposited with an approved bank/notary before registration; deposit certificate forms part of the file (OHADA Uniform Act on Commercial Companies and Economic Interest Groups)
• Incorporation process — Reserve name, notarise articles of association, deposit capital, register via the Guichet Unique, obtain tax ID (NIU) and trade register (RCCM) entry ((approx — confirm)) (OHADA Uniform Act; Guichet Unique procedures)
• Incorporation timeline — Roughly a few days to a few weeks via the Guichet Unique ((approx — confirm)) (Guichet Unique procedures)
• Annual accounting compliance — File annual SYSCOHADA financial statements (DSF) and the CIT return by 20 May (OHADA SYSCOHADA accounting framework; Code Général des Impôts (CGI))
• Statutory auditor (commissaire aux comptes) — Mandatory for SA; required for SARL above OHADA size thresholds ((approx — confirm)) (OHADA Uniform Act on Commercial Companies and Economic Interest Groups)