Source-cited draft: company formation & entity choice for Republic of Congo (tax year 2025) — rates, thresholds and rules with primary-source citations. Unverified; pending local-accountant review.
Source-cited draft.Written from sources but not reviewed by a licensed practitioner, so it may be incomplete or wrong. General reference only; don't file or take a position on it without professional review.
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Every figure is drawn from this Tax Guide and cited to its source.
Société à Responsabilité Limitée (SARL)
Limited liability company — most common form for SMEs; one or more membersOHADA Uniform Act on Commercial Companies and Economic Interest Groups
Société Anonyme (SA)
Public limited company — used for larger businesses and regulated sectorsOHADA Uniform Act on Commercial Companies and Economic Interest Groups
Société par Actions Simplifiée (SAS)
Simplified joint-stock company with flexible governance, available under OHADAOHADA 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 submittedOHADA 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 fileOHADA 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 MayOHADA SYSCOHADA accounting framework; Code Général des Impôts (CGI)View source ↗
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
Rendered from the canonical facts model. General reference only — confirm with a qualified professional before acting.
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).
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Other Republic of Congo computations in the OpenAccountants Tax Library.