BRIEF SUMMARY OF FOREIGN INVESTMENT AND CORPORATE GOVERNANCE IN RWANDA
In Rwanda there are no restrictions imposed on shareholding structure of private companies, thus, a foreigner can own a private business in Rwanda with 100% owner. However, in the Banking sector NBR conducts a background check of the shareholders before license approval.
There are no legal restrictions on capital transfers in and out of Rwanda. Investors can obtain foreign exchange and make transfers at any authorized bank in Rwanda in order to repatriate profits and dividends, and make payments for imports and services. In addition, Rwanda’s investment law states that upon fulfilling tax obligations in Rwanda, an investor is allowed to repatriate the capital; profits derived from business activities; debt and interest on foreign loans; proceeds from the liquidation of investment; other assets of an investor.
Usually liability for private limited company and Limited liability partnerships falls to the entity itself. However, in limited circumstances courts “pierces the corporate veil” umbrella and held the investors, shareholders, directors or anyone in effective control of the company personally liable. In addition, in case the shareholders were to be liable, the Companies Act limits the liability of a shareholder to the company, or for the company’s obligations to:
1° any amount unpaid on a share held by the shareholder;
2° any liability expressly provided for in the company’s incorporation documents which may provide that the shareholder’s liability is unlimited;
3° any distribution received by the shareholder but which has to be recovered
Generally, the fundamental duty of a director, when exercising powers or performing duties as a director, is to act in good faith in a manner that he or she believes on reasonable grounds is in the best interests of the company, and use reasonable diligence in the discharge of the duties of his or her office. These duties are owed to the company as well as the shareholders accordingly.