DRC Law and Practice Contributed by: Serge Nawej Tshitembu, Xavier Huberland, Daniel Yamba and Katerina Papachristou, ProximA International
This timeline depends on: • the completeness and accuracy of submitted documentation; • the type and complexity of the company being incorporated; • bank compliance checks, especially for for - eign shareholders, which can delay account opening and capital deposit; and • the overall efficiency of administrative pro - cesses, including ancillary registrations. 3.3 Ongoing Reporting and Disclosure Obligations Private companies in the DRC under OHADA legislation are subject to various reporting and disclosure obligations. The main reporting and disclosure obligations for private companies in the DRC can be sum - marised as follows: • companies must hold an annual general meeting to approve their financial state - ments (balance sheet, income statement, etc) and particularly SAs must file them with the RCCM for public record-keeping; • minutes of shareholders’ meetings must be filed with the RCCM to maintain updated corporate records; • any changes in management (appointment and termination of mandate of managers, directors or legal representatives of the com - pany) must be recorded by resolutions and filed with the RCCM, to update the compa - ny’s public records; • any amendments to the articles of associa - tion (such as changes in corporate name, registered office, corporate purpose or share capital) require shareholders’ approval, filing with the RCCM, and publication in the Official Gazette for legal effectiveness;
• mergers and acquisitions must be filed with the RCCM, and may require additional publi - cation, to ensure enforceability and transpar - ency for third parties and stakeholders; • appointment of statutory auditors (where mandatory) requires filing with the RCCM; • dissolution or liquidation decisions must be filed and published for enforceability and third-party effect; and • while the OHADA legislation requires iden - tification of shareholders in incorporation documents, specific regulated sectors (min - ing, oil and gas, banking, insurance, telecom - munications) have specific ultimate beneficial ownership (UBO) disclosure requirements upon incorporation and when changes occur. Additionally, to comply with international anti-money laundering and counter-terrorist financing standards, financial institutions and certain businesses will require UBO informa - tion from their clients. Companies should anticipate increasing scrutiny and potential broader UBO disclosure obligations as regu - lations continue to evolve. Failure to comply can result in administrative penalties, nullity of resolutions, or inability to enforce changes against third parties. 3.4 Management Structures Under OHADA law, private companies in the DRC generally adopt a single-tier management structure, though certain forms allow flexibility for additional governance layers such as com - mittees or supervisory functions. The manage - ment structure and shareholders’ powers vary depending on the legal form of the entity: • SARL (Limited Liability Company): Managed by one or more natural-person managers, each vested with broad authority unless restricted by the articles of association.
235 CHAMBERS.COM
Powered by FlippingBook