DRC Law and Practice Contributed by: Serge Nawej Tshitembu, Xavier Huberland, Daniel Yamba and Katerina Papachristou, ProximA International
sation from the Ministry of Mines, as stipulated under Article 185 of the Mining Code (Law No. 007/2002 of 11 July 2002, as amended by Law No. 18/001 of 9 March 2018). Such approval is required for mergers, restructurings or acquisi - tions, and failure to obtain it renders the transac - tion null and void, exposing the investor to the revocation of the mining title. Similarly, in the telecommunications sector, the applicable legal framework, including the Telecom Law (Law No. 013/2002 of 16 Octo - ber 2002) and ARPTC regulations, mandates that any change in the ownership or control of a licensed operator, as well as the transfer of licences or significant shareholdings, must be submitted for prior approval. The aim is to ensure continuity in technical capacity, financial soundness, and compliance with infrastructure and local content obligations. In the agriculture sector, although foreign investment is permitted under the general investment regime, the acqui - sition or leasing of land by foreign investors is subject to strict limitations and prior authorisa - tion by the Ministry of Land Affairs and some - times the Ministry of Agriculture, particularly for large-scale projects. Given the strategic nature of land and its connection to food security and customary rights, the authorities impose condi - tions related to local employment, community consultation, environmental safeguards and the prohibition of speculative land transfers. Foreign investors must therefore ensure they comply with sector-specific rules and secure the nec - essary approvals not only at entry but also when ownership structures change, or risk facing legal nullity, administrative sanctions or public oppo - sition. 2.4 Right to Appeal In the DRC, investors have the right to chal - lenge a refusal of investment-related authorisa -
tions through administrative or judicial remedies. When the decision is issued by a public authority – such as the Ministry of Mines, ANAPI, ARPTC or the Central Bank – it may first be subject to a gracious (informal) appeal ( recours gracieux ), whereby the investor formally requests the same authority to reconsider or reverse its decision. This step is often recommended before initiat - ing litigation, especially where there is room for clarification or negotiation. If the refusal per - sists, the investor may then initiate a hierarchi - cal appeal to a superior administrative authority or file a judicial challenge before the Council of State ( Conseil d’État ), which has jurisdiction over administrative acts. The legal challenge may be based on procedural irregularity, lack of justification, misuse of author - ity, or breach of fundamental legal or constitu - tional rights, such as non-discrimination, trans - parency or legitimate expectations. Challenges must generally be filed within three months of receiving notification of the adverse decision. In urgent cases, the investor may request the sus - pension of the decision’s execution, especially where the refusal causes significant commercial harm. In addition to local remedies, investors protected by bilateral investment treaties or con - tractual arrangements may initiate international arbitration if conditions are met. Although judicial recourse exists, it is common for investors to prioritise amicable or adminis - trative solutions first, given potential delays and uncertainties in the court process. 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity The most common corporate vehicles under OHADA law in the DRC include commercial
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