RELEVANT LAWS
The Republic of Rwanda has several laws that are relevant to Small Medium Enterprises.
• Ministerial Order n°01/09/ Minicom of 08/05/2009.
• Ministerial Order n° 02/09/Minicom of 08/05/2009 regulates businesses whose income is less than ten thousand Rwandan francs per day.
• The Civil, Commercial, Labour and Administrative Procedure, 2018 (in relation to Small Claims Procedure)
• The Income Tax Law,2018
. Company Law,2021
• The Contract Law,2011
• Law n° 005/2008 of 14/02/2008 on arbitration and conciliation in commercial matters
• Law n° 026/2019 of 18/09/2019 on Tax Procedures
• Law n° 66/2018 of 30/08/2018 regulating Labour in Rwanda.
• Law n°37/2012 of 09/11/2012 establishing the Value Added Tax
• Law nº 02/2015 of 25/02/2015 modifying and complementing Law° 37/2012 of 09/11/2012 establishing the Value Added Tax
LABOUR RELATIONS
There are various important aspects of the Rwandan Laws that a person running a Small Medium Enterprise has to be well informed about.
It is equally important to note that a business should develop a set of Internal Rules and Regulations and an Employee Guidebook to set the pace for an organized business.
Article 100, Labour Law, Rwanda provides for the establishment of rules of procedure. According to this Law, an enterprise with at least five employees has to establish rules of procedure after consultation with employees’ representatives. These can be written in Kinyarwanda and in the other official languages (English and French) where necessary. For an enterprise with several branches, each branch can establish its specific rules of procedure.
The main content of those rules are related to working conditions, discipline and provisions concerning health and the security at workplace. (Samples are provided).
FILING TAXES
LAW Nº 016/2018 establishes taxes on income. Under this Law, a small business is defined as that with business activities resulting into a turnover ranging between twelve million and one Rwandan francs (Frw 12,000,001) and twenty million Rwandan francs (Frw 20,000,000) per each tax period whereas a micro-enterprise is that with a turnover equal to or of less than twelve million Rwandan francs (Frw 12,000,000) per each tax period.

Annual taxable profit (FRW) Tax rate
From 0 to 360,000 0%
From 360,001 to 1,200,000 20%
From 1,200,0001 to more 30%

However, small enterprises must pay a lump sum tax of three percent (3%) on annual turnover. They may renounce this by opting for the real regime in carrying out accounting in compliance with relevant laws. When they do this, they must inform the Tax Administration and this decision is irrevocable for a period of three (3) years starting from the date the Tax Administration was informed thereof.
Tax is calculated for the calendar year, which starts on 1st January and ends on 31 December.
Micro-enterprises pay a flat amount of tax on their turn over as below:
Annual turnover Annual flat amount of tax due in FRW
From 2,000,000 to 4,000,000 60,000
From 4,000,001 to 7,000,000 120,000
From 7,000,001 to 10,000,000 210,000
From 10,000,001 to 12,000,000 300,000

Any person carrying out taxable income generating activities has the obligation to prepare an annual tax declaration in accordance with procedures specified by the Tax Administration and he/she presents the declaration not later than 31st March of the following tax period. One has to file his/her annual tax declaration to the Tax Administration, accompanied by the balance sheet, profit and loss account for that tax period with annexes thereto drawn according to the requirements of the generally recognised accounting principles, and any other relevant document required by the Tax Administration.
Payment of taxes is done online through the Rwanda Revenue Authority website.

TRANSFER OF SHARES
A shareholder (also referred to as stockholder) is an individual or institution (including a corporation) that legally owns one or more shares of stock in a public or private corporation.
Shares can be transferred from one of owner of the shares to another. This is effected by removing the name of the existing shareholder from the register of members and by inserting the name of the transferee in place of the transferor in the register of members.
Requirements for transfer of shares
i. Notarized Minutes of a Board meeting authorizing and detailing transfer of shares.
ii. Provide share certificates, (each shareholder should present his/her own certificate issued by the
Company and duly signed by the Managing Director.
iii. Transfer of shares agreement.
iv. Copy of ID/Passport of the incoming shareholders.

FOLDING THE BUSINESS
a) Requirements from the Company
i. Tax Clearance certificate from Rwanda Revenue Authority.
ii. Original of Registration certificate.
iii. Notarized minutes of Board meeting authorizing cessation of trade activities
iv. De-registration certificate from Rwanda Revenue Authority
b) Requirements from the Enterprise
i. Letter addressed to the Registrar General
ii. Tax Clearance certificate from Rwanda Revenue Authority
iii. Original of Registration certificate
iv. De-Registration certificate from Rwanda Revenue Authority
It is important to note that a company incorporated in a member state of the East African Community and companies from countries having relevant agreements with Rwanda are excluded from the definition of a foreign company and are accorded national treatment.