DEMOCRATIC REPUBLIC OF CONGO Law and Practice Contributed by: Salvatrice Bahindwa, Concorde Akonkwa and David Djunga, LegalterLaw
A positive development is the acceleration of growth in non-extractive sectors, which is projected to reach 5.3% by 2027, driven particularly by investments in construction and infrastructure. Indeed, the DRC possesses considerable advantages for attracting FDI: • exceptional natural resources (strategic minerals such as cobalt and copper); • high hydroelectric potential; and • abundant arable land. The security situation in Eastern DRC remains volatile notwithstanding diplomatic progress. The Washington Agreement signed between Kinshasa and Kigali on 27 June 2025, followed by a declaration of principles between the Congolese government and the M23 armed group on 19 July 2025, established a ceasefire and laid the foundations for a comprehensive peace agreement. However, substantial challenges persist in the effective implementation of these agreements, with continuing confrontations between rebels, the Congolese army and their allies. The structures most used in transactions include acquisition of control, acquisition of assets, share takeover, merger, and formation of a joint venture. Transactions involving public companies are subject to more rigorous and formalised procedures than those involving private companies/businesses. Acquisitions of listed companies require compliance with OHADA company law regulations, which mandate transpar - ency regarding purchase terms. Conversely, transactions involving private companies benefit from greater flexibility, where parties are per - mitted to freely negotiate specific-purpose clauses such as warranties of assets and liabilities, and enjoy simplified transfer procedures. 3. Mergers and Acquisitions 3.1 Transaction Structures Any foreign investor must consider various types of criteria. From a fiscal perspective, capital gains taxa -
tion, registration duties, possibilities for amortisation of acquired assets and the utilisation of international tax conventions are amongst the determinants. Legal considerations encompass the transfer of liabili - ties and risks, preservation of existing contracts and licences, requisite regulatory authorisations and safe - guarding of minority shareholders’ rights. Finally, operational elements such as continuity of commercial operations, staff integration, maintenance of relationships with trading partners and completion timeframes significantly affect the decision regard - ing the most suitable structure. Investors who prefer to acquire a minority shareholding have a number of adapted mechanisms available. Direct participation of less than 50% represents the most popular practice, typically supported by share - holders’ agreements that provide enhanced protection. Convertible instruments, such as bonds or convertible loans, may be transformed into shares, allowing grad - ual entry into the capital. The creation of preference shares granting specified advantages, such as prior - ity dividends, veto rights, or buyback options, is also authorised by the OHADA Uniform Act on Companies. 3.2 Regulation of Domestic M&A Transactions The mergers and acquisitions within the OHADA region are primarily governed by the Uniform Act relating to Commercial Companies and Economic Interest Groups (AUSCGIE). These transactions require an approval process for the merger project, which involves internal authorisation by the corporate bodies as well as com - pliance with publicity and disclosure formalities. Regarding the antitrust rules applicable to national mergers and acquisitions, these are principally set out in Organic Law No 18/020 of 9 July 2018 on Price Freedom and Competition (the “Competition Law”). The merger control regime stipulates that a transac - tion must be notified if it results in the acquisition of at least 25% of the national market share for the prod - ucts or services concerned by the merger project, or if it creates or strengthens a dominant position.
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