CONGO BRAZZAVILLE Law and Practice Contributed by: Louis-Raymond Gomes and Prince Kyssama Dikoulou, Cabinet Gomes
Under this regulation, private equity operations between shareholders – such as share transfers or capital increases – can be conducted without prior approval from public authorities, except in cases where the target company operates in a regulated sector. Specifically, when a private equity transaction involves a company that holds a licence, concession or authorisation issued by the government (such as those operating in the hydrocarbons, mining, gas, telecommunications, banking, insurance, transporta - tion or healthcare sectors), the prior approval of the competent regulatory authority is required before the transaction can be completed. This regulatory safeguard ensures continued compli - ance with the terms of the original licence and pre - vents unauthorised control shifts in strategic or sensi - tive industries. Inbound investments have to be declared to the Bank of Central African States (BEAC) and to the Ministry of Finance when such investment exceeds the amount of XAF100 million (about EUR152,000). Moreover, where transaction proceeds are to be paid outside the CEMAC area (including dividends, capi - tal gains or transaction-related fees), the operation must be declared to the BEAC and to the Ministry of Finance of the Republic of the Congo. This requirement is part of the broader foreign exchange control regime, aimed at ensuring transpar - ency and monitoring capital flows out of the monetary union. Regarding merger control and foreign invest - ment screening, Congo-Brazzaville does not have a standalone competition or merger control author - ity. However, sectoral regulators (eg, the Ministry of Hydrocarbons, ARPCE for telecommunications, COBAC for banking and financial services) may exer - cise supervisory roles in respect of concentration, ownership change or foreign investment within their jurisdictions. These approvals, while not constituting merger control in the strict antitrust sense, effectively serve a similar gatekeeping function for private equity-backed acqui - sitions in regulated sectors.
As for national security reviews, Congo-Brazzaville does not currently have a formalised national security screening regime akin to those seen in jurisdictions such as the United States (CFIUS) or the EU. However, foreign investment in strategic sectors (particularly hydrocarbons, energy and telecommu - nications) may attract greater scrutiny from sectoral ministries, especially when the acquirer is a sovereign wealth fund or a state-backed investor. In practice, transactions involving such entities may be subject to more extensive review, particularly where state control or geopolitical considerations are at play, although no formal distinction is codified in law at this stage. The EU’s Foreign Subsidies Regulation (FSR) is not applicable in the Republic of the Congo, as Congo- Brazzaville is not an EU member state nor does it fall within the FSR’s territorial or extraterritorial juris - diction. Therefore, the regime has no direct impact on private equity transactions conducted in Congo- Brazzaville, even when the buyer includes EU-based investors. In terms of compliance with anti-bribery, sanctions and ESG (environmental, social and governance) standards, there have been some legislative devel - opments over the past 12 months. The Republic of the Congo has been strengthening its anti-corruption legal framework since 2022. The cornerstone legisla - tion is the Loi No 9-2022 du 11 mars 2022, which establishes a comprehensive regime for the preven - tion, detection and punishment of corruption and related offences. It applies broadly to both public and private sector actors, and introduces specific provi - sions on asset declaration, conflict of interest, illicit enrichment and public procurement integrity. It also provides for international co-operation and the role of specialised institutions such as the Haute Autorité de Lutte contre la Corruption (HALC) and ANIF (for financial intelligence and AML/CFT compliance). To complement this law, Décret No 2024-119 du 27 mars 2024 established a government-wide anti-cor - ruption compliance framework known as the Système de Management contre les Antivaleurs . This decree
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