DRC Law and Practice Contributed by: Serge Nawej Tshitembu, Xavier Huberland, Daniel Yamba and Katerina Papachristou, ProximA International
companies (SARL, SA and SAS) and partner - ships (SNC and SCS). Each form offers specific features in terms of liability, share capital, gov - ernance and purpose. Société à Responsabilité Limitée (SARL) – Limited Liability Company • Partner liability: Limited to the amount of contributions. • Minimum share capital: No legal minimum. Freely determined by shareholders, taking into account the company’s purpose, opera - tional needs and market credibility. • Minimum number of shareholders: One or more (natural or legal persons). • Governance: Managed by one or more man - agers ( gérants ), without a board of directors. Major decisions are taken by shareholders at general meetings. A statutory auditor is only required if financial thresholds are exceeded. • Purpose: Most suitable for SMEs, family businesses, entrepreneurs and foreign sub - sidiaries. The SARL is valued for its flexible, cost-efficient governance and is widely used for commercial, service-based or greenfield projects. However, it is not permitted in cer - tain regulated sectors (eg, insurance or legal profession). Société Anonyme (SA) – Public Limited Company • Partner liability: Limited to the amount of contributions. • Minimum share capital: XAF10 million (approx. USD20,000) for non-public offer - ings; XAF100 million (approx. USD200,000) for public offerings. A 1% registration duty is payable on incorporation. • Minimum number of shareholders: One or more (natural or legal persons). If three or fewer, management may be entrusted to a general director ( administrateur général ).
• Governance: Typically structured with a board of directors, chaired by a président du con- seil , and a general manager. When applicable, the same individual may serve as chair and CEO ( président-directeur général ). The board oversees strategic direction; the general manager handles daily operations. A statutory auditor is mandatory. • Purpose: Best suited for large enterprises, public-private partnerships, holdings and joint ventures. The SA is required for regulated sectors (eg, banking, insurance, telecom - munications and mining). It accommodates complex ownership and offers formal govern - ance safeguards. Société par Actions Simplifiée (SAS) – Simplified Stock Company • Partner liability: Limited to contributions. • Minimum share capital: No legal minimum. Determined by shareholders in light of the company’s purpose and operations. • Minimum number of shareholders: One or more (natural or legal persons). • Governance: Must appoint a president as legal representative. Beyond this, sharehold - ers are free to design the internal governance structure in the articles of association, includ - ing the creation of committees or boards. A statutory auditor is required only if the com - pany meets specific thresholds or controls/is controlled by another entity. • Purpose: Introduced in 2014, the SAS is gain - ing popularity due to its flexibility. It is well suited for joint ventures, holding companies, and structures requiring tailored governance and profit-sharing models. However, it can - not make public offerings, and the drafting of its articles may be complex. It remains less familiar than the SARL or SA in the local market.
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