DRC Law and Practice Contributed by: Serge Nawej Tshitembu, Xavier Huberland, Daniel Yamba and Katerina Papachristou, ProximA International
Managers may act individually, though others can object prior to execution. Shareholders retain key decision-making powers, including approval of accounts, amendment of the arti - cles, appointment of managers and auditors, and approval of share transfers. • SA (Public Limited Company): Managed by a board of directors (BoD) and a general manager (GM) or président-directeur général , combining strategic oversight and operational management. Despite the presence of both the BoD and GM, the structure is considered one-tier under OHADA law. The BoD may del - egate some powers to committees or to the GM. The shareholders’ meeting remains the supreme authority on structural and financial matters. • SAS (Simplified Joint Stock Company): Offers maximum flexibility, requiring only a presi - dent as legal representative. The rest of the governance structure is freely defined by the articles, allowing shareholders to choose between a simple or multi-layered model. Shareholders maintain ultimate control unless otherwise limited by the articles, within OHADA’s legal boundaries. Across all company types, the shareholders’ meeting is the ultimate decision-making body, particularly regarding structural changes, finan - cial approvals and appointment of key officers. 3.5 Directors’, Officers’ and Shareholders’ Liability Corporate officers (managers and directors) are individually or jointly and severally liable, as the case may be, towards the company and/or third parties. They are liable for any breaches of legislative or regulatory provisions applicable to companies, for violations of the articles of asso - ciation, or for misconduct in their management. No decision of the shareholders’ meeting can
extinguish an action for liability against the cor - porate officers for wrongful acts committed in the performance of their duties. Under OHADA law and DRC company law, shareholders of commercial companies (name - ly SARL, SA, SAS) benefit from limited liability. Thus, they are not personally liable for the debts or obligations of the company, and their liability is limited to the amount of their contributions to the share capital. The concept of “piercing the corporate veil” is not explicitly stated as such in the OHADA pro - visions. However, case law and legal doctrine admit the possibility in situations of fraud, abuse of the corporate form or to ensure justice where the corporate entity is used as a mere façade or an instrument for improper purposes, based on general principles of company law and the notion of corporate officers’ and shareholders’ liability. It is an exceptional measure and not a general rule. 4. Employment Law 4.1 Nature of Applicable Regulations The employment relationship in the DRC is pri - marily governed by the Labour Code (Law No. 16/010 of 15 July 2016, amending and supple - menting Law No. 015/2002 on the Labour Code), which sets out the fundamental principles and rules governing employment. This legal framework is complemented by: • implementing regulations issued by the Minis - try of Labour, which provide detailed rules on specific aspects such as occupational health and safety, working hours and employment contracts;
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