CONGO BRAZZAVILLE Law and Practice Contributed by: Claudy Monja and Sarah Razafindrafito, John W Ffooks & Co
1. Aircraft and Engine Purchase and Sale 1.1 Sales Agreements 1.1.1 Taxes/Duties Payable Upon Execution of the Sales Agreement The execution of an aircraft or engine sale agreement by a domestic party or where the asset is located in the Republic of Congo could be subject to registration at the local tax authority. The registration of the sale agreement could be subject to a registration fee and stamp duty. 1.1.2 Enforceability Against Domestic Parties The official language in the Republic of Congo is French. Therefore, it is advisable for a sale agreement to be in the official language to be enforceable against a domestic party. That said, where the sale agreement is in a foreign language, it should be accompanied by a French translation made by a Congolese sworn translator. The Civil Aviation Code of the Economic and Monetary Community of Central Africa ( Communauté économ- ique et monétaire de l’Afrique centrale , or CEMAC), which is applicable in the Republic of Congo, is silent on the requirement to notarise the sale agreement. However, in practice, some entities do notarise the sale agreement. 1.2 Transfer of Ownership 1.2.1 Transferring Title A sale agreement duly executed by the parties could constitute a transfer of ownership. Pursuant to the Civil Aviation Code, the transfer must be recorded in writing. It is enforceable against third parties only after the registration of the transfer with the Aircraft Register ( registre d’immatriculation ) held by the Civil Aviation Authority of the Republic of Con - go ( l’Autorité Nationale de l’Aviation Civile , or ANAC). It is understood that the transfer does not automati - cally extend to include installed parts, such as an auxiliary power unit (APU). It is also understood that parties must expressly provide that the transfer is extended to include all installed parts.
Court judgments transferring an aircraft/engine in favour of an entity or an individual may also be con - sidered as proof of ownership of an aircraft. 1.2.2 Sales Governed by English or New York Law The bill of sale may be governed by a foreign law (eg, English or New York law). The bill of sale must be dated, executed by the parties (it may be notarised) and should provide the following information: • the identities and addresses of the parties; and • information regarding the aircraft/engine, ie, type, series, serial number and home registration/aero - drome. 1.2.3 Enforceability Against Domestic Parties By virtue of the will of the parties to a contract, a con - tract is duly binding and enforceable among those parties once duly executed by them. In other words, a bill of sale is enforceable against a domestic party once duly executed by it. There is no legal requirement to notarise a bill of sale. In practice, parties are free to notarise it. 1.2.4 Registration, Filing and/or Consent From Government Entities The authors are not aware of any requirement for con - sent from any government entity regarding a bill of sale. However, the bill of sale is subject to registration at (i) the tax authority; and (ii) the ANAC. The registration at the tax authority and the ANAC must be made within three months from the execution of the bill of sale. Regarding the registration at the ANAC, the applicant must submit the bill of sale and the initial registration certificate of the aircraft/engine, along with an applica - tion request, stating the following: • the identities and addresses of the parties; and • information regarding the aircraft/engine, ie, type, series, serial number and home registration/aero - drome.
129 CHAMBERS.COM
Powered by FlippingBook