DRC Law and Practice Contributed by: Serge Nawej Tshitembu, Xavier Huberland, Daniel Yamba and Katerina Papachristou, ProximA International
3.2 Incorporation Process Companies in the DRC are required to register with the Trade Register (RCCM – Registre du Commerce et du Crédit Mobilier ). This process involves: • determining the company form, depending on the business needs, liability preferences, number of founders, desired flexibility and management structure; • conducting a name search at the RCCM to ensure the chosen name is unique and not yet in use; • preparing and filing all required corporate documents; • opening a bank account and depositing the share capital (this process may be very long due to the compliance procedures of com - mercial banks, which make the account opening procedure burdensome and slow); • paying applicable administrative, notarial and registration fees; • publishing a notice of incorporation in the Official Gazette ( Journal Officiel ); and • registering with the tax authorities to obtain a Tax Identification Number (NIF) and with social security institutions (CNSS, INPP) if the company will have employees. The incorporation process has been significantly improved with the establishment of the GUCE, and while the GUCE aims to process company registrations within three to five business days, in practice, the entire process can take several weeks to a few months especially in Kinsha - sa, due to administrative delays and the slow account opening process.
Société en Nom Collectif (SNC) – General Partnership • Partner liability: Unlimited and joint and sev - eral among partners. • Minimum share capital: No minimum required. • Minimum number of partners: At least two (natural or legal persons). • Governance: All partners are deemed manag - ers unless otherwise provided in the articles of association. Statutory auditor required only above certain thresholds. • Purpose: Best for businesses with few part - ners operating in full trust and with direct control. The SNC is commonly used in trad - ing, artisanal or professional activities where external capital is not required. It is not suited for businesses needing liability protection or financing. Société en Commandite Simple (SCS) – Limited Partnership • Partner liability: General partners ( comman- dités ) have unlimited liability; limited partners ( commanditaires ) are only liable up to their contributions. • Minimum share capital: No legal minimum. • Minimum number of partners: At least one general partner and one limited partner (natu - ral or legal persons). • Governance: Managed exclusively by general partners. Limited partners have no role in day-to-day management. Key decisions are governed by the articles. A statutory audi - tor is required only if financial thresholds are exceeded. • Purpose: Suitable for family businesses and traditional commercial ventures where some partners act as silent investors. It allows for flexible structuring and limits liability for pas - sive participants.
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