Cd Company Formation

---
name: cd-company-formation
description: "Prepare a DR Congo company-formation and entity-choice research file for 2026 using the OHADA companies act and official Congolese administrative pages. Use this Guide for SARL, SA, SAS, foreign branch, registered office, capital subscription and payment, RCCM and post-formation tax or employer registration questions. It distinguishes legal personality from a submitted application and separates SARL and SA paid-up rules. Two cases recompute a SARL capital schedule and an SA funding decision. National SARL capital/form exceptions, current GUCE instructions, disputed registration handoffs, fees, currency conversion and authenticated completion remain held. The output is a documented formation checklist and conditional capital workpaper, not approval to incorporate, operate a regulated activity or report a completed registration."
license: "AGPL-3.0-or-later (code) / OpenAccountants Guide License v1.0 (content)"
metadata:
  source: openaccountants
  openaccountants_url: "https://www.openaccountants.com/skills/cd-company-formation"
  jurisdiction: "CD"
  tax_year: "2026"
  last_updated: "2026-11-01"
---

# DR Congo company formation and entity choice: research workpaper v1.0

> **General reference only.** This skill is general tax/accounting reference material for AI-assisted workflows. It has not been reviewed for any specific person's facts, documents, elections, deadlines, residency, filing status, or local procedures. Do not rely on it to file, pay, amend, or take a tax position without review by a qualified professional in the relevant jurisdiction.

## Who this applies to

Use this for an ordinary DR Congo formation research file, including an individual considering a company, founders comparing SARL/SA/SAS, or a foreign business considering a branch. OHADA's companies act applies to commercial companies with their registered office in a member state, alongside compatible national law. The official Congolese Ministry lists the company forms and points to GUCE. An individual establishment is not automatically a separate company. [AUSCGIE arts.1,4–6](https://biblio.ohada.org/doc_num.php?explnum_id=2032); [Ministry formation page](https://economie.gouv.cd/rubrique_creation_entreprise); [ANAPI procedures](https://anapi.cd/procedures).

**RESEARCH HOLD.** This is not a complete 2026 national-law or filing opinion. The actual national SARL capital/statutes order was not obtained from the CNO listing, and current GUCE instructions could not be authenticated. GUCE's normal TLS connection failed; the browser reported an SSL/cipher mismatch, and no usable dated archive was obtained. No security check was bypassed. Do not invent a portal sequence, paid capital minimum in CDF/USD, current fees or guaranteed processing time. Tax-law and employer-registration holds in the [country README](README.md) remain separate.

### Entity choice

| Form | Source-bound distinction | Official source |
|---|---|---|
| SARL | Partners' liability limited to contributions; parts sociales; may have one or more natural/legal-person founders. No unsupported “most common” ranking | [AUSCGIE art.309](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |
| SA | Shareholders' liability limited to contributions; actions; can have a single shareholder. Governance and fundraising facts need separate analysis | [AUSCGIE arts.385–386](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |
| SAS | One or more associates, limited contribution liability, organisation set by statutes subject to mandatory rules; capital/nominal set in statutes; no public call for savings | [AUSCGIE arts.853-1,853-3–853-5](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |
| Foreign branch | A business establishment with management autonomy but no separate legal personality from its owner; RCCM registration required. Do not present it as a subsidiary | [AUSCGIE arts.116–119](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |

## Rates, bands and thresholds

These are capital/payment rules from the cited text, not tax rates or approved CDF/USD conversions. Capital subscribed, capital paid, administrative fees and tax liabilities are different amounts.

| Item and condition | Cited rule | Official source |
|---|---|---|
| SARL minimum and nominal | Article 311 begins “Sauf dispositions nationales contraires”. The current DRC exception chain is not established here; do not approve either the default statutory floor or the old CDF/USD guess as the operative DRC minimum | [AUSCGIE art.311](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |
| SARL subscription and cash payment | All shares subscribed; cash contributions paid at least one half on subscription, remainder within two years from RCCM registration according to statutes | [AUSCGIE art.311-1](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |
| SARL contributions in kind | Fully paid; valuation/particular-advantage review requires its own article 312 analysis and any national implementation before use | [AUSCGIE arts.311-1–312](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |
| Ordinary SA minimum | CFA francs 10,000,000 under art.387; ordinary non-public-offer case only here. Public offerings and regulated sectors need separate capital analysis | [AUSCGIE arts.387,824](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |
| SA cash payment | Entire capital subscribed before statutes signed; cash shares paid at least one quarter at subscription, balance within three years of RCCM registration. Until fully paid, cash shares stay nominative; while capital is unpaid, no capital increase except contributions in kind and no bond issue | [AUSCGIE arts.388–389](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |
| SAS capital | Capital and nominal share value fixed by statutes; article 853-3 excludes the SA minimum-capital paragraph from imported SA rules; mandatory/sector requirements still need screening | [AUSCGIE arts.853-3–853-5](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |
| Foreign-owned branch | Contribution into a member-state company within two years after creation unless valid ministerial dispensation; dispensation two years and nonrenewable, subject to special-regime provisions | [AUSCGIE art.120](https://biblio.ohada.org/doc_num.php?explnum_id=2032) |

Do not apply the old Guide's blanket “half before incorporation, balance within two years” to every form. The SARL and SA rules differ. Do not transplant the ordinary SA capital floor into SAS or assume that flexible capital eliminates governance, authorisation or tax work. [AUSCGIE arts.311-1,389,853-3–853-5](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

## The base

Build a formation file with these distinct schedules:

1. **Founders, form and activity.** Establish each founder's identity/legal existence, ownership, intended activity and regulated-sector permissions. Articles 13 and 19–21 require the statutory activity and a lawful object; a regulated business must satisfy its special rules. Do not start a licensed activity solely because RCCM was issued. [AUSCGIE arts.13,19–21](https://biblio.ohada.org/doc_num.php?explnum_id=2032).
2. **Name, statutes and registered office.** Record the statutory name, form, activity, office, duration, contributions, titles, capital and governance. Statutes have an authentication/national-exception framework; the DRC instrument and actual current requirement must be obtained before choosing notarial versus private form. The registered office must be identified in the statutes and cannot be only a post-office box. Articles 24–26 distinguish the main establishment/administrative-financial centre and actual office from a nominal address. [AUSCGIE arts.10–13,23–26](https://biblio.ohada.org/doc_num.php?explnum_id=2032).
3. **Capital and payment evidence.** Separate cash, in-kind and any industry contributions; record subscription, nominal values, ownership, paid amount and unpaid call schedule. For SARL cash, article 313 provides immediate deposit with receipt in an eligible bank/credit/microfinance account in the company's formation name or at a notary; article 314 expressly reserves contrary national rules on notarial evidence. It keeps funds unavailable until registration and provides a judicial withdrawal route if the company is not registered within the prescribed period. Do not treat a founder's unsupported spreadsheet as deposit evidence. [AUSCGIE arts.311-1–314](https://biblio.ohada.org/doc_num.php?explnum_id=2032).
4. **Registration evidence.** Statutes signed/adopted and RCCM registered are separate milestones. With the Act's exceptions, company personality starts at RCCM registration, not when an application or payment receipt is obtained. [AUSCGIE arts.97–101](https://biblio.ohada.org/doc_num.php?explnum_id=2032).
5. **Tax and employer handoff.** Keep the actual RCCM extract, national identification, DGI tax-number evidence and any employer/social registrations separately. The Ministry says GUCE supplies the listed documents except CNSS, while ANAPI includes CNSS among GUCE identifiers. Resolve that disagreement with the competent offices; do not mark CNSS affiliation complete from an asserted one-stop bundle. The actual CNSS Regulation 146 article 4 distinguishes GUCE business creators from other employers, whose application goes to territorial CNSS. [Ministry](https://economie.gouv.cd/rubrique_creation_entreprise); [ANAPI](https://anapi.cd/procedures); [Regulation 146 art.4,PDF 118](https://cnss.cd/wp-content/uploads/2024/04/Recueil-de-textes-legal-reglementaires-et-mesures-dexecution-de-la-loi-16-009-du-15-juillet-2016-1.pdf).

## Deadlines and filing

### Prepare and check the submission

ANAPI's current procedure page lists a company request letter to GUCE, statutes in four copies plus an electronic version, manager's specimen signature, capital subscription/payment declaration, proof of paid capital and administrative-payment evidence. Treat this as a public preparation checklist, not a live checklist observed in a working GUCE account. For foreign representation/subsidiary/branch files it separately lists a creation decision legalised by the DRC embassy, physical address/representative identity and home-company statutes/register extract. Confirm legalisation, translation, authority and current form requirements for the actual applicant. [ANAPI, company and foreign-establishment sections](https://anapi.cd/procedures).

Obtain the current competent GUCE/registry instruction and form. Reconcile the statute, founder, address and capital records before deposit. Then preserve the actual submission acknowledgement, any requested repairs, fee assessment/payment reference and final RCCM extract. The public ANAPI page states a processing target; it is not proof that a specific complete application will finish on that day. This Guide gives no promised timeline or fee quote. [ANAPI](https://anapi.cd/procedures).

### Keep separate post-registration obligations

The cited 2026 replacement Procedures Law article 1 requires persons liable to taxes collected by DGI, exempt or not, to request a tax number within fifteen days after activities begin, on paper or online in the prescribed model with a location plan. DGI can assign a number itself from available information. Do not assume RCCM alone satisfies that separate rule. [25/060 art.17,PDF 16](https://www.budget.gouv.cd/wp-content/uploads/budget2026/lf_2026_recettes.pdf).

For employers, Regulation 146 article 4 uses the GUCE affiliation route for business creators and ModelAE to territorial CNSS for other categories within eight days after opening/acquisition or first hire where that hire does not coincide with the start of activity. One affiliation request covers multiple establishments. Obtain the actual affiliation and worker-registration evidence; a blank form is not completion. [Regulation 146 art.4,PDF 118](https://cnss.cd/wp-content/uploads/2024/04/Recueil-de-textes-legal-reglementaires-et-mesures-dexecution-de-la-loi-16-009-du-15-juillet-2016-1.pdf).

A foreign-owned branch needs its article 120 conversion/dispensation calendar and evidence. A representation office carries only preparatory/auxiliary activity without management autonomy or separate personality; registration and a change-to-branch correction process have their own provisions. Do not operate a revenue business under a representation label without resolving those boundaries. [AUSCGIE arts.116–120-5](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

For annual compliance, articles 137–140 require the appropriate annual financial statements and management report; the relevant approval assembly is within six months after close, and the stated auditor delivery rule is at least forty-five days beforehand for SA/SAS and applicable SARL cases. Full current accounting, audit thresholds, publication and sector requirements remain separate work. Income-tax, VAT and employer return dates live in the accepted [corporate](cd-corporate-income-tax.md), [individual](cd-income-tax.md), [VAT](cd-vat-gst.md) and [payroll](cd-payroll-social.md) Guides. [AUSCGIE arts.137–140](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

## Penalties and interest

Article 120 provides a judicial/registry removal process for a noncompliant foreign branch; article 120-5 has a corresponding representation-office change process. Do not describe conversion as an optional business preference with no consequence. The Act's penal provisions also require national penalty-law analysis. This draft does not establish current national formation fines, late-registration interest or every director/founder exposure. [AUSCGIE arts.120,120-5](https://biblio.ohada.org/doc_num.php?explnum_id=2032); [OHADA national penalty-law boundary](https://www.ohada.org/droit-des-societes-commerciales-et-du-gie/).

## Cross-border points

For foreign founders or an existing foreign parent, decide among a local company, branch and qualifying representation office from actual activities, governance and liability. Branch ownership and the conversion/dispensation rule matter independently of treaty PE status. The [corporate](cd-corporate-income-tax.md) and [cross-border payment](cd-cross-border.md) workpapers do not approve a full PE, foreign-credit, immigration, investment-authorisation or bank-onboarding position. Obtain competent legal/sector review for those jobs. [AUSCGIE arts.116–120-5](https://biblio.ohada.org/doc_num.php?explnum_id=2032); [23/053 arts.7–8](https://dgi.gouv.cd/wp-content/uploads/2025/09/loi-is-et-Irpp.pdf).

## Two worked examples that recompute

Both are invented conditional capital schedules. Assume an ordinary unregulated formation and that all national rules, governing documents, subscription conditions, currency treatment and legal approvals needed for the chosen capital have been independently established. No fees, taxes or conversion rates are assumed.

### 1. SARL cash capital: committed, paid and still callable

Assume independently approved all-cash subscribed capital of CDF 10,000,000. Three founders subscribe CDF 5,000,000, CDF 3,000,000 and CDF 2,000,000. Applying the cited half-payment rule gives initial payments of CDF 2,500,000, CDF 1,500,000 and CDF 1,000,000, total CDF 5,000,000; the unpaid balance is CDF 5,000,000. Record each paid receipt and the remaining call timetable within the cited two-year limit. This does not prove that CDF 10,000,000 satisfies every national capital/nominal rule or that receipt/registration conditions are complete.

```oa-check
name: Conditional SARL cash subscription and unpaid-call reconciliation
inputs:
  founder_a_subscription: 5000000
  founder_b_subscription: 3000000
  founder_c_subscription: 2000000
steps:
  subscribed_capital: founder_a_subscription + founder_b_subscription + founder_c_subscription
  founder_a_initial: founder_a_subscription * 0.5
  founder_b_initial: founder_b_subscription * 0.5
  founder_c_initial: founder_c_subscription * 0.5
  initial_total: founder_a_initial + founder_b_initial + founder_c_initial
  unpaid_balance: subscribed_capital - initial_total
expected:
  subscribed_capital: 10000000
  initial_total: 5000000
  unpaid_balance: 5000000
```

### 2. Decision: ordinary SA capital proposed, cash not yet sufficient

Use CFA francs solely as the statute's comparison unit, not a claimed DRC operating currency or CDF conversion. Assume proposed ordinary non-public-offer cash capital of CFA francs 12,000,000, fully subscribed, and only CFA francs 2,500,000 available for initial payment. The proposal exceeds the cited ordinary minimum by CFA francs 2,000,000. A quarter initial payment requires CFA francs 3,000,000, leaving a CFA francs 500,000 funding gap. The unpaid balance after that compliant initial amount would be CFA francs 9,000,000, callable within the cited three-year limit. Decision: obtain the missing funds and all other approvals/evidence before treating the initial capital step as complete. Public fundraising, sector requirements and currency conversion are outside this case.

```oa-check
name: Conditional ordinary SA minimum and initial-funding decision
inputs:
  proposed_capital_cfa: 12000000
  ordinary_minimum_cfa: 10000000
  available_initial_cash_cfa: 2500000
steps:
  excess_over_ordinary_minimum: proposed_capital_cfa - ordinary_minimum_cfa
  required_initial_cash: proposed_capital_cfa * 0.25
  funding_gap: max(required_initial_cash - available_initial_cash_cfa, 0)
  unpaid_after_compliant_initial_payment: proposed_capital_cfa - required_initial_cash
expected:
  excess_over_ordinary_minimum: 2000000
  required_initial_cash: 3000000
  funding_gap: 500000
  unpaid_after_compliant_initial_payment: 9000000
```

## Ask the client first

- Who are the founders/beneficial owners, what legal forms and foreign-parent documents exist, and which activity or licence is intended?
- What liability, governance and fundraising requirements distinguish SARL, SA, SAS, branch or representation office for this case?
- What registered-office evidence and actual business location exist?
- What capital, currency, nominal values, cash/in-kind contributions and paid funds are proposed and supported?
- What start-of-activity/first-hire dates and actual GUCE/RCCM/DGI/CNSS documents or instructions exist?

## Sources

| Source and actual read scope | URL | Read on |
|---|---|---|
| OHADA's actual Journal Officiel companies act: arts.1,4–6,10–26,97–101,116–120-5,137–140,309–314,385–389,824,853-1–853-8. Selected pages 8–13,28–32,36,76–78,95–96,194,207–208; capital pages visually inspected. Not all 240 pages | https://biblio.ohada.org/doc_num.php?explnum_id=2032 | 2026-11-01 |
| ANAPI current procedures, company/foreign-establishment documents, public processing statement and listed identifiers; no authenticated GUCE filing | https://anapi.cd/procedures | 2026-11-01 |
| Ministry formation page, full text, including CNSS exclusion from GUCE outputs. Conflicts with ANAPI identifier list remain held | https://economie.gouv.cd/rubrique_creation_entreprise | 2026-11-01 |
| 25/060 art.17, PDF 16, actual tax-number application text and location-plan condition | https://www.budget.gouv.cd/wp-content/uploads/budget2026/lf_2026_recettes.pdf | 2026-11-01 |
| CNSS collection, Regulation 146 art.4, PDF 118, affiliation routes, eight-day condition and multiple establishments | https://cnss.cd/wp-content/uploads/2024/04/Recueil-de-textes-legal-reglementaires-et-mesures-dexecution-de-la-loi-16-009-du-15-juillet-2016-1.pdf | 2026-11-01 |
| 23/053 arts.7–8, actual company territory/PE text for tax handoff only | https://dgi.gouv.cd/wp-content/uploads/2025/09/loi-is-et-Irpp.pdf | 2026-11-01 |
| OHADA current-act description, national penal-legislation boundary; its landing-page iframe points to an unrelated act, so the catalogue's actual companies-act download was used | https://www.ohada.org/droit-des-societes-commerciales-et-du-gie/ | 2026-11-01 |

Not yet confirmed: actual current national SARL minimum/nominal/statutes/deposit exceptions and later company-law instruments; complete special-sector/public-offer governance and capital rules; in-kind valuation and audit/publication/accounting requirements; current GUCE fees, forms, available online sequence, legalisation/translation and processing performance; GUCE/CNSS identifier handoff; actual authenticated submission/registration/bank release; currency conversion, immigration and investment licences; national penalties and tax carried-law chain. These gaps block completed-formation and comprehensive-country claims.

## Today's figures and who stands behind this skill

This file is an AI skill (tax rules your AI follows) from OpenAccountants, copied on 2026-11-01. Rates, thresholds and deadlines change. For the current version of this skill, its official sources and the named accountant (if any) who stands behind it, call `get_skill` with slug `cd-company-formation` on the OpenAccountants connector (https://www.openaccountants.com/connect), or read https://www.openaccountants.com/skills/cd-company-formation. If neither is available, confirm every figure against the official source pages cited above before relying on it.