CONGO-BRAZZAVILLE Law and Practice Contributed by: Louis-Raymond Gomes and Prince Kyssama, Cabinet Gomes
5.3 Incorporation and Registration In the Republic of Congo, companies are registered before the ACPCE (“Congolese Agency for the Crea - tion of Enterprises”). During incorporation, a company is required to file the following documents with the company registry: • a copy of the minutes of the constituent general meeting; • the notarised declaration of subscription and pay - ment of capital; • a certificate of capital deposit; • the articles of association; and • a copy of the lease agreement or deed of owner - ship. Please note that these documents are filed to obtain the company’s trade register. The incorporation pro - cess is completed before the ACPCE. The filings are not made available to the public. A company that fails to file its application in accord - ance with the requirements set out above cannot law - fully exist or operate in our jurisdiction. The registrar verifies the formal validity of the application and decla - ration submitted to him/her within three months of the application being made. If he/she identifies any inac - curacies or encounters difficulties in carrying out his/ her duties, he/she may summon the applicant or the declarant in order to obtain further explanations and supporting documents. He/she may either validate or reject the application. Once incorporated, all companies are registered in the local trade register of the commercial court in which they operate, namely the Registre du commerce et du crédit mobilier , or RCCM. 5.4 Global Anti-Money Laundering In accordance with Article 26 et seq. of COBAC Regu - lation R-2005/01 on the due diligence obligations of regulated institutions in the fight against money laun - dering and terrorist financing in Central Africa, busi - nesses are required to report any suspicious transac - tions to the competent authorities.
It follows that companies are required to report any suspicious transactions to the competent authorities to protect the financial system against illicit flows. As a member country of COBAC, the Republic of the Congo is subject to the same regulations. Con - sequently, the regulations require boards of directors to directly oversee anti-money laundering measures by approving internal policies, monitoring their imple - mentation, and ensuring that suspicious transactions are reported to the National Financial Investigation Agency (ANIF). In the event of a breach, directors may face civil and criminal penalties. 6. Audit, Risk and Internal Controls 6.1 External Auditors Companies are required to appoint an external auditor in connection with their financial statements. Public limited companies that do not raise capital through public offerings are required to appoint one auditor and one alternate. Public limited companies that raise capital through public offerings are required to appoint at least two auditors and two alternates. Private limited companies that meet, at the end of the fiscal year, two of the following conditions shall be required to appoint at least one auditor: • The total amount of the balance sheet is greater than XAF125,000,000. • The annual turnover is greater than XAF250,000,000. • The number of permanent staff exceeds 50. The company shall not be required to appoint an audi - tor if it has not met two of the conditions set forth above for two years preceding the expiration of the mandate of the auditor. The relationship between the auditor and the company is without any subordination. The auditor is appointed by the general assembly. Its mandate lasts two years
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