DEMOCRATIC REPUBLIC OF CONGO Law and Practice Contributed by: Salvatrice Bahindwa, Concorde Akonkwa and David Djunga, LegalterLaw
The DRC has recently established the Competition Commission (COMCO), an authority responsible for regulating competition and protecting consumers. Any concentration likely to significantly affect the market structure must be subject to prior notifica - tion to COMCO, in accordance with procedures to be defined by regulatory texts. The DRC is also in the process of establishing a Finan - cial Markets Authority (AMF), which will be tasked with overseeing the issuance of financial securities, pub - lic offers for purchase or exchange, and transactions on stock exchanges. For mergers and acquisitions involving listed companies or financial institutions, approval from this authority will be required in addi - tion to that of COMCO. Furthermore, if a transaction has a significant impact on trade between member states of the East African Community (EAC), of which the DRC is a member, and restricts competition within the common market, a noti - fication must be submitted to the East African Com - munity Competition Authority (EACCA). Legal Notice No EAC/191/2025 dated 1 July 2025 sets out the noti - fication requirements for mergers and acquisitions, applicable financial thresholds, filing procedures, and transitional rules between national and regional authori - ties, thereby establishing a single community one-stop- shop for merger control in the region. Certain mergers and acquisitions in strategic sectors require specific authorisations. For example, in the mining sector, any merger involving the absorption of a company holding an exploitation permit by anoth - er requires prior approval from the state. The same applies to any transfer of shares or equity interests within a company holding an exploitation permit that results in a change of control, as well as to changes in the shareholding of foreign companies controlling companies holding exploitation permits in the DRC. In the banking sector, several operations are subject to prior authorisation from the Central Bank of Congo, including: • mergers, demergers, or transfers of business branches involving a credit institution;
• acquisition by a credit institution of participation in a foreign enterprise; • disposals by a credit institution of all or part of its assets, clientele, or business activity, within the limits set by the Central Bank of Congo; and • investment operations involving securities issued or guaranteed by a foreign state, an international organisation, or a foreign enterprise. 4. Corporate Governance and Disclosure/Reporting 4.1 Corporate Governance Framework The legal forms of companies in the DRC, as defined by the OHADA Uniform Act on Commercial Compa - nies and Economic Interest Groups (AUSCGIE), are The most prevalent form is the Private Limited Com - pany (SARL – Société à Responsabilité Limitée ), par - ticularly suited to small and medium enterprises and modest-scale investments. It may be established by at least one member, whether a natural or legal per - son, with no minimum capital requirement. Another increasingly popular form is the Simplified Joint-Stock Company (SAS – Société par Actions Simplifiée ), which offers considerable freedom regarding internal organisation and management. principally structured as follows. Private Companies (Unlisted) SARLs and SASs are ideal for foreign investors seek - ing a simple, flexible and low-risk structure. Their lim - ited liability protects the personal assets of members, and they do not require the mandatory establishment of a board of directors, which facilitates management. However, these forms do not permit public offerings for capital, which limits their access to public funds and may render them less attractive for large-scale FDIs. Other forms also exist, such as the General Partner - ship (SNC – Société en Nom Collectif ), suited to part - nerships founded on personal trust, or the Limited Partnership (SCS – Société en Commandite Simple ), which combines members with unlimited liability and members with limited liability. Additionally, Econom - ic Interest Groupings (GIE – Groupement d’Intérêt Économique ) are provided for temporary collabora -
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