Business entities in Congo in 2023

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)

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

	LLC	PLC	Branch office	Rep office
Also known as	SARL	SA	succursale	bureau de representation
How long to set the company up?	15 weeks	17 weeks	19 weeks	18 weeks
How long to open company bank account?	5 weeks	5 weeks	5 weeks	5 weeks
Legal liability?	Limited	Limited	Unlimited	Unlimited
Wholly foreign owned?	Yes	Yes	Yes	Yes
Minimum share capital?	US$1,100	US$11,000	US$1	US$1
File annual tax return?	Yes	Yes	Yes	No
Tax registration certificate required?	Yes	Yes	Yes	No
Recommended corporate bank account?	BCI Bank	BGFI Bank	Afriland First Bank	EcoBank
Does our Client need to travel?	No	No	No	No
Resident director required?	Yes	Yes	No	No
Resident shareholder required?	No	No	No	No
Minimum directors allowed?	1	1	1	1
Minimum shareholders?	1	1	1	1
Tax identification code (TIN) needed?	Yes	Yes	Yes	No
Republic of Congo resident company secretary required?	No	No	No	No
Corporate shareholders allowed?	Yes	Yes	Yes	Yes
Corporate director(s) allowed?	Yes	Yes	Yes	Yes
Republic of Congo corporate tax rate?	33%	33%	33%	0%
Annual financial statements required?	Yes	Yes	Yes	No
Statutory audit required?	No	Yes	No	No
Regulated by?	Chamber of Commerce	Chamber of Commerce	Chamber of Commerce	Chamber of Commerce
Allowed to issue sales invoices?	Yes	Yes	Yes	No
Allowed to sign contracts?	Yes	Yes	Yes	No
Allowed to import and export goods?	Yes	Yes	Yes	No
Can rent an office space in Republic of Congo?	Yes	Yes	Yes	Yes
Can buy Republic of Congo property?	Yes	Yes	Yes	No
Can own equity in other Republic of Congo companies?	Yes	Yes	Yes	No
Total Republic of Congo business setup costs in Yr. 1	US$14,030	US$14,030	US$16,030	US$13,080
Subsequent annual costs (incl. accounting and tax fee)	US$7,230	US$7,230	US$7,230	US$7,230
Sample engagement invoice	View invoice PDF	View invoice PDF	View invoice PDF	View invoice PDF