DEMOCRATIC REPUBLIC OF CONGO Law and Practice Contributed by: Salvatrice Bahindwa, Concorde Akonkwa and David Djunga, LegalterLaw
4.3 Disclosure and Reporting Obligations As a general principle, businesses must comply with certain reporting requirements, including the annual filing of financial statements with the tax authorities and the Registry of Commerce and Securities. Any significant decision affecting corporate affairs, such as share transfers or proposed mergers, must likewise be formally registered. The regulated agreements regime applicable to cer - tain companies also requires any director or share - holder to either obtain prior shareholder approval before concluding certain transactions, or to declare such transactions after their completion. Furthermore, the draft legislation governing the oper - ation of stock markets stipulates that legal entities seeking to raise funds from the public must, before - hand, publish and make available a disclosure docu - ment containing information about the public offering’s terms and conditions, as well as details concerning the organisation, financial position, and business devel - opment of the legal entity. These requirements must be fulfilled in accordance with the general regulations of the Financial Markets Authority. All communications to the public must be accurate, precise, truthful, and published within the timeframe established by the Financial Markets Authority’s general regulations. The capital markets remain embryonic, albeit develop - ing, in the DRC, with limited participation from institu - tional and retail investors. In the Congolese public capital market, the state mobi - lises financial resources through the regular issuance of Government Bonds and Treasury Bills. This mecha - nism operates within a legal framework structured by Decree No 18/025 of 11 June 2018, which precisely determines the conditions for issuance and redemp - tion of these instruments. This regulatory architecture has been reinforced by Ordinance-Law No 23-021 of 11 November 2023, a fundamental text organising the comprehensive management of public debt. This Ordinance-Law defines not only the borrowing policy 5. Capital Markets 5.1 Capital Markets Overview
tions, such as consortia formed to respond to public tenders. Public Companies (Listed) The Public Limited Company (SA – Société Anonyme ) is the mandatory form for enterprises wishing to raise funds on capital markets, such as the Regional Securi - ties Exchange (BRVM – Bourse Régionale des Valeurs Mobilières ). It requires a minimum capital of CDF10 million (CFA francs) (approximately GBP15,000) and a more formal governance structure, either a board of directors or a managing director. The SA is particularly suitable for large FDI projects requiring substantial external financing. It allows stock exchange listing and the issuance of shares, attract - ing both private and institutional investors. This form imposes rigorous governance, with a board of direc - tors, a managing director and annual reports, thereby enhancing transparency and investor confidence. In the DRC, the Public Limited Company form is manda - tory in certain key sectors such as banking, insurance and telecommunications. 4.2 Relationship Between Companies and Minority Investors Under the OHADA legal regime, the relationship between a company and its minority investors is governed by a legal framework designed to balance power dynamics. This legal framework is founded upon two fundamen - tal principles: the primacy of corporate interest, which must transcend the individual interests of shareholders, and the equality of treatment amongst all members. In listed companies, minority shareholders benefit from enhanced protection through the complemen - tary application of financial markets law, particularly during acquisition and merger operations. They also possess the ability to form associations to collectively defend their interests. For private companies, minority shareholders’ rights include privileged access to information, the ability to request a management audit to examine specific operations, the right to issue warnings in case of irreg - ularities, and remedies against majority abuse.
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