Registering a Business in Rwanda

Rwanda has the fewest procedures and fastest processes in the whole of East Africa and possibly the world to register and start a business

Below are the steps followed to register a business in Rwanda

You can register your business online at http://org.rdb.rw/ or at the Office of the Registrar General which is a department within the Rwanda Development Board located in the Kigali the capital city (see links below for full address)

REGISTERING WITH THE COMPANY REGISTRY AT RDB:

Rwandan businesses can be registered as sole proprietorship, a company or a foreign subsidiary/branch. 

A sole proprietor is required to submit;

  • An application letter indicating his/her names
  • Place and date of birth
  • Domicile and residence
  • Nationality, sex, marital status, in case married, name of the spouse and their matrimonial regime
  • Consent of the spouse in case their matrimonial regime is based on joint ownership,
  • Name of the business enterprise and trade mark if applicable,
  • Commercial activities to be carried out
  • The head quarters of the business enterprise, in case of bankruptcy, judgements rendered to the applicant by Rwandan courts or foreign courts
  • If applicable, trademarks deposited before the state, indicating the place and date of deposit and two passport photos.

The Companies Act recognizes four types of companies that can be formed, although in practice, only the first two are mainly used:  

I. Limited Liability Company

A limited liability company is formed by physical or moral persons, limited to their shares; it requires a minimum initial share capital of Rwf 500,000 equivalent to USD 850. A Limited Liability Company cannot have less than 2 shareholders or more than 50. Private Companies cannot engage in the business of banking, insurance, finance and leasing. Investors wishing to participate in these sectors are required to set up public companies.  

II. Public Limited Company

A Public Limited Company is formed by physical or moral persons, limited to their shares. It requires a minimum initial share capital of Hundred million Rwandan francs (Rwf 100,000,000) equivalent to USD 170,000. A Public Limited Company has no limitations on the type of business in which it may engage in, on the number of shareholders and on listing its shares on a stock exchange but share holders cannot be less than seven in total

III. Limited Partnership

A partnership is formed by an association of two or more individuals who intend to do business together. Although the individuals operate collectively under the name of a partnership, they remain individually liable for debts of the partnership. All of their property and not just the property of the partnership as such, remain accessible to their creditors in the event that the partnership defaults on its obligations.  

IV. Commercial Partnership

Commercial partnership has two categories of partners. The first category of partners is essentially comparable to that of a limited partner. The second category is an investor who does not actively participate in the affairs of a partnership. He or she is not liable for the debts of the partnership beyond the amount of his/her investment.

ARTICLES AND MEMORANDUM OF ASSOCIATION

It is a pre-requisite for companies to prepare Articles and Memorandum of Association and get them notarised by a Public Notary. Notary services are available at the One Stop Centre of the Rwanda Development Board (RDB) at the Ministry of Justice (MINIJUST) or and District in the Country.

The cost of notarising the Articles and Memorandum of Association is arrived at by applying the following formula (Rwf 800 x number of pages x number of copies +Rwf 2500)

One copy is retained at the Notary’s Office, one at the Registrar General’s Office at RDB and one at the Office of the Official Gazette for publication.

It takes 30 minutes for a Public Notary to notarise the Articles.

CERTIFICATE OF INCORPORATION

A certificate of incorporation is obtained at the Company registry at RDB upon submitting an application letter addressed to the Registrar General, a receipt of registration fees payable at the National Bank of Rwanda and three copies of the articles and memorandum of Association

 ESTABLISHING A SUBSIDIARY/BRANCH

Foreign companies wishing to establish a branch or a subsidiary company in Rwanda apply to the Minister of Trade and Industry for authorisation to establish a branch and the Registrar General of RDB for registration in the registry of companies.

They must present a board resolution of the company to invest in Rwanda, articles and memorandum of association of the parent company and certificate of incorporation. 

Cost and time:

There are two types of businesses, those that are regulated that need secondary licenses and those that require standard procedures.

Those that require standard procedures pay fees ranging between Rwf 12,000 to Rwf 100,000 depending on the type of the business.

The tariff is available at the company registry at RDB. It takes 1-2 days to incorporate a company.

REGISTRATION OF TRADE MARKS AND TRADE NAMES

Trademarks and trade names are registered upon submitting an application letter to the Registrar General of RDB.

A reproduction of the mark in 4 specimens not exceeding 8cm of height and 10cm of width and an application fee of Rwf 18,000 regardless of the classes.

PROCEDURE FOR REGISTRATION OF A NON GOVERNMENTAL ORGANISATION (NGO)  

I. Local Non Governmental Organisation

A local NGO is required to get an approval from a District where it plans to undertake its activities, provide its constitution as well as register with the Ministry of Local Government (MINALOC).  

II. International Non Governmental Organisation (NGO)

An INGO is registered by the Department of Immigration and Emigration.

The applicant makes an application letter addressed to the Director General of Immigration and Emigration and attaches:

  • A detailed action plan
  • A memo indicating the source of funding of the INGO,
  • Its annual budget
  • Evidence of collaboration from the Districts where the INGO operates from,
  • A recommendation letter from the line Ministry(ies)
  • Articles of the INGO
  • A memo linking the relationship between the INGO program with the Community Development Plan (CDP)
  • A Correctly filled Inventory form

OPENING A BANK ACCOUNT:

  • A Company is required to submit a letter from the Managing Director nominating signatories to the account.
  • A notarised copy of the articles and memorandum of association.
  • A copy of the certificate of incorporation, a copy of the passport/identity card of the signatories to the account and 1 passport photo for each signatory.

There are seven commercial banks operating in Rwanda with corresponding banks namely:

  • Commercial Bank of Rwanda (Citibank N.A and ING Belgium NVISA)
  • Access Bank (Fortis bank- Belgium, Citibank N.A- London-UK)
  • Banque Populaire du Rwanda ( Rabobank Netherlands)
  • Banque de Kigali (Banque Nationale du Canada, Intesa-Italy, Fortsi Bank-Belgium, Deutsche Bank-Germany and Bankers Trust Co. NY)
  • Cogebanque
  • Ecobank(Citibank N.A, Standard bank of South Africa and DZ Bank Frankfurt)
  • Kenya Commercial Bank (KCB)
  • Fina Bank (Citibank N.A and Commerz Bank Frankfurt).

Cost and time:

Accounts are opened instantly and there is no cost incurred.

REGISTERING WITH THE RWANDA REVENUE AUTHORITY  

I. Tax Identification Number (TIN)

Within seven days of incorporation of a business, companies and individuals are required to register with the RRA to acquire a TIN. It takes 30 minutes to register and obtain a TIN.  

II. Value Added Tax

Any company or individual that engages in business activities exceeding a turnover of Rwf 20,000,000 in a fiscal year or Rwf 5,000,000 in the preceding calendar quarter is required by law to register for VAT with RRA within a period of seven days following the end of the year or from the end of the quarter mentioned above.

However any person/company who/which is not required to register for VAT by law may voluntarily register for it.

REGISTERING WITH RWANDA DEVELOPMENT BOARD

RDB is the principal Government Agency responsible for facilitating investors to realise their investment projects in Rwanda.

One Stop Centre

RDB operates a One-Stop-Centre permitting foreign investors and local investors to obtain the core facilitation and services required to realise their investment projects.

For purposes of investment registration, investors from the Common Market for Eastern and Southern Africa (COMESA) are offered National Treatment and their minimum capital investment is set at USD 100,000, while the minimum capital investment for other foreign investors is set at USD 250,000.

This initiative saves the investors both time and money to acquire necessary permits and approvals to enable them to implement their projects expeditiously. Representatives from the Rwanda Revenue Authority (RRA), Department of Immigration and Emigration, Rwanda Environment Management Authority (REMA) and Ministry of Lands are already housed at RDB for this cause. 

Applying for an Investment Certificate

Applying for an investment certificate at RDB and attach a Business Plan, notarised copy of Memorandum and Articles of Association as well as a copy of the certificate of incorporation.

The Agency is required by law to issue an investment licence within 10 working days.

However, the Agency has mad commitment to its clients to issue the certificate in 3 working days.

The investor is required to submit a letter containing:

  • The name and address of the proposed business enterprise and its legal form
  • The date of commencement of the activities
  • The nature of the proposed business activity and level of planned capital investment
  • The estimated number of persons to be employed and categories of jobs to be created
  • The locally sourced inputs to be used by the project
  • The prospects of transfer of new technology
  • The nature and volume of waste shall be generated by the enterprise’s operations
  • The proposed methods of its management( Environmental Impact Assessment)
  • The nature of support and facilitation which the investor is seeking from RDB

Accompanying the business application letter, the investor has to attach a business plan/feasibility study detailing:

  • The executive summary of the project
  • The profile of the project promoter(s)
  • The project background
  • Market study or market analysis
  • Investment plan for a five year period, loan/equity financing
  • Projected income and expenditure statement for 5 years
  • Projected balance sheet for a period of five years
  • Projected cash flow statement for a period of 5 years
  • Payback period, net present value (NPV) and internal rate of return (IRR)
  • Loan amortization schedule for the bank loan( if any)
  • Project implementation schedule/plan and notes on the assumption made in the business plan.

Once the application for investment registration is approved, the investor is required to pay USD 500

Free Zone Operations

RDB has been mandated to organise and manage free zones in Rwanda. However, controlling the daily operations of the free zone is carried out by private companies/individuals in accordance with specific conditions agreed upon with RDB.

A free zone is a designated and gazetted area where enterprises import raw materials, machinery, equipment or components duty free. Enterprises located in the free zone are exempt from payment of corporate tax and all other taxes payable.

For an enterprise to qualify to operate in the free zone:

  • It has to be a manufacturing company that exports at least 80% of its production
  • A merchandise/trade enterprise that re-exports at least 80% of its goods
  • A professional financial and technical investment enterprise engaged in export of services.

       Criteria of approving an enterprise to operate in the Free Zone:

  • A company has to create jobs that require specific and high quality technical know how
  • Infuse substantial new investments into productive activities
  • Transfer modern technology and other know-how
  • Diversify and expand investments and exports
  • Utilise locally produced raw materials
  • Create linkages within the economy and carry out an environmental impact assessment

International company with headquarters in Rwanda:

An international company with headquarter operations in Rwanda is a separate legal entity within a company, whose main task and responsibility is to coordinate activities for a number of subsidiaries/braches/distributors/clients across the globe.

Typical activities that are co-coordinated are general management, planning and coordination, procurement of raw materials, components or finished products, technical support and maintenance, market control and sales promotion, data information management, treasury management, corporate and financial advisory, research and development , training and personnel management.

Furthermore, it acts as the interface between corporate headquarters and the subsidiaries/distributors/clients all over the world. International company with headquarter operations is of the stand-alone type, meaning they are not incorporated with other operational activities like manufacturing or logistics.

Companies with the status of headquarters operations in Rwanda enjoy the same benefits as companies operating in the free zone.

Acquiring status of an international company with headquarters in Rwanda:

For a company to qualify for the status of an international company with headquarters in Rwanda, it has to invest at least USD 2,000,000 in both moveable and immovable assets, provide employment and training to Rwandans, make international financial transactions of USD 5,000,000 a year through a Rwandan commercial bank, set up an effective and fixed place of business, spend at least USD 1,000,000 per year in Rwanda, perform in the country a minimum of three of the following services:

  • General management
  • Planning and coordination
  • Procurement of raw materials, components or finished products
  • Technical support and maintenance
  • Market control and sales promotion
  • Data information management
  • Treasury management
  • Corporate and financial advisory
  • Research and development
  • Training and personnel management

Registering a construction project:

For purposes of investment registration, an investor is required to provide a business plan, authorisation to build granted by the District, bills of quantities certified by the District, perspectives of the building and a deed Plan

Eligibility for registration:

The construction project has to be worth one million and eight hundred thousand USD (1,800,000), completed within a period of twenty four months, Use construction materials available in the country, contract with companies that pay taxes and employ Rwandans Rationally use the allocated land and carry out an EIA