Business entities in Congo

Business entities in Congo

Since 2003, Healy Consultants provides our Clients with the best corporate structures for doing business in the Republic of Congo. The most commonly used corporate structure in Congo is the limited liability company (SARL). Entrepreneurs planning to establish larger investments may opt for a public limited company (SA). Foreign legal entities are also permitted to set up permanent establishments in the form of a branch office or a representative office.

The Congo limited liability company (SARL)

    Setup limited company in Congo
  • The Congo SARL (aka LLC) is the legal entity commonly used by entrepreneurs setting up small businesses in the Republic of Congo. A Congo LLC requires at least 1 director who must have been resident in Congo for at least 2 years and 1 shareholder who can be of any nationality and is not required to be ordinarily resident in Congo. The shareholder can also be an individual or a body corporate. This entity requires a minimum share capital of US$1,100 to complete Congo business setup;
  • The Congo SARL is required by law to appoint a statutory auditor only if it fulfills either of the following i) has a share capital exceeding US$110,000 ii) an annual turnover exceeding US$275,000 iii) or employs more than 50 permanent staff.

The Congo public limited company (SA)

  • A public limited company (Congo SA) is an entity recommended for investors intending to establish businesses in Congo needing to finance investment through the issuance of equity. This entity requires at least 1 director who must have been resident in Congo for at least 2 years and 1 shareholder who can either be and individual or a body corporate. Such business entity also requires a minimum share capital of US$11,000 for Congo company setup;
  • A Congo PLC is also required by law to i) commission the services of a public notary and ii) appoint a statutory auditor at incorporation.

The Congo branch

The Republic of Congo allows foreign corporate bodies looking to do business in Republic of Congo to establish branch offices. A Republic of Congo branch office is not considered a separate legal entity therefore its operations in Republic of Congo is defined and controlled by the parent company. The branch must appoint at least 1 director of any nationality to be in charge of the Congo entity.

The Congo representative office

Foreign legal entities are also permitted to setup permanent establishments in the form of representative offices in Congo but are not allowed to engage in commercial activities. A rep office is only permitted to i) conduct market research and ii) promote activities of the parent company in Congo.

Comparison table between Republic of Congo business entities

 LLCPLCBranch officeRep office
Also known asSARLSAsuccursalebureau de representation
How long to set the company up?15 weeks17 weeks19 weeks18 weeks
How long to open company bank account?5 weeks5 weeks5 weeks5 weeks
Legal liability?LimitedLimitedUnlimitedUnlimited
Wholly foreign owned?YesYesYesYes
Minimum share capital?US$1,100US$11,000US$1US$1
File annual tax return?YesYesYesNo
Tax registration certificate required?YesYesYesNo
Recommended corporate bank account?BCI BankBGFI BankAfriland First BankEcoBank
Does our Client need to travel?NoNoNoNo
Resident director required?YesYesNoNo
Resident shareholder required?NoNoNoNo
Minimum directors allowed?1111
Minimum shareholders?1111
Tax identification code (TIN) needed?YesYesYesNo
Republic of Congo resident company secretary required?NoNoNoNo
Corporate shareholders allowed?YesYesYesYes
Corporate director(s) allowed?YesYesYesYes
Republic of Congo corporate tax rate?33%33%33%0%
Annual financial statements required?YesYesYesNo
Statutory audit required?NoYesNoNo
Regulated by?Chamber of CommerceChamber of CommerceChamber of CommerceChamber of Commerce
Allowed to issue sales invoices?YesYesYesNo
Allowed to sign contracts?YesYesYesNo
Allowed to import and export goods?YesYesYesNo
Can rent an office space in Republic of Congo?YesYesYesYes
Can buy Republic of Congo property?YesYesYesNo
Can own equity in other Republic of Congo companies?YesYesYesNo
Total Republic of Congo business setup costs in Yr. 1US$14,030US$14,030US$14,030US$13,080
Subsequent annual costs (incl. accounting and tax fee)US$7,230US$7,230US$7,230US$7,230
Sample engagement invoiceCongo LLC invoiceCongo PLC invoiceCongo branch invoiceCongo RO invoice

External videos

Contact us

For additional information on our business setup services in Congo, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Mr. Paavan Chhabra, directly:
client relationship officer - Paavan
Congo - Chamber of Commerce of Brazzaville National center for statistics and economic studies (CNSEE) Congo congo government site economic and monetary community of Central Africa