One or more persons may form a company by pooling together resources or services for business purposes and filling out an online appropriate form that was developed by the Registrar General. It is not necessary for one to be in Rwanda to register a company because one can easily grant power of Attorney to his or her lawyer to register the company.

Power of company’s attorney to sign documents

A company may, in writing, empower any person, either generally or in respect of any specified matters, as its nominee, to sign documents on its behalf.

A document signed by the nominee on behalf of the company binds the company.

Certificate of Incorporation

Upon registration, the Registrar General sends to the company or the person from whom the incorporation document was received a certificate of incorporation in the prescribed form stating:

1.  the company’s registered name;
2.  the company’s registered code;
3. the company’s date of incorporation.

Application for company name reservation

An online application for a name reservation is made by a person who wishes to form a company or who wishes to change the name of a company. The application is lodged online in the form prescribed by the Registrar General. Where the Registrar General approves such an application, the name is reserved in the company register for a period of three (3) months renewable only once upon application.

Categories of companies in Rwanda

Every company is formed on the basis of the following categories:

1.  private company; or
2.  public company.

Essential requirements to register a company in Rwanda

1. A private company is incorporated if fulfills the following essential requirements:
2.  a name, ending with the words “private limited company” or the letters “Ltd”;
3.  one or more shares with restricted rights of transfer;
4.  one or more shareholders with unlimited or limited liability;
5. one or more directors of whom at least one must be ordinarily resident in Rwanda;
6. incorporation documents if any.
7. A public company is incorporated if fulfills the following essential requirements:
8. a name, ending with the words “public limited company” or letters “plc”;
9. one or more shares all of which must be fully transferable;
10. shareholders whose liability is limited to the amount, if any, unpaid on the shares respectively held by each;
11. one or more directors;
12. a company’s secretary;
13. incorporation documents.

Registered name, office and address

A company must at all times have a registered office in Rwanda. All communications, notices and service of legal proceedings on the company shall be addressed to a company’s registered office.

Every company shall have its full name clearly stated in easily legible letters in a conspicuous position outside its registered office or place in which its business is carried on.

A company ensures that its name is clearly displayed or stated:

1.  in every written communication sent by, or on behalf of, the company;
2.  in every document issued or signed by, or on behalf of, the company that evidences or creates a legal obligation of the company.

Company records to be kept

The company must keep at its registered office, or at any other place in Rwanda, each of the following records:  its incorporation documents;  the share register; the index of shareholders; the accounting records; a register of interests of members of the Board of Directors for information purposes; minutes of all general assemblies and resolutions of shareholders within ten (10) years; minutes of all meetings and resolutions of members of the Board of Directors and Board of committees within ten (10) years; certificates given by directors under this Law within the last ten (10) years;  copies of all annual accounts, auditors and members of the Board of Directors’ reports in relation to the last ten (10) completed accounting periods of the company.

N.B

A private company has the following characteristics:

–  restricting the right to transfer its shares or debentures;

–  limiting the number of its shareholders to one hundred (100) but excluding persons employed or formerly employed by the company;

–  prohibiting any invitation to the public to subscribe for any shares or debentures of the company.

Where two (2) or more persons jointly hold one or more shares, such persons shall be treated as a single shareholder.

A company is considered to be a public company if:

– its incorporation documents allow its members the right to transfer their shares in the company;

–  its incorporation documents do not prohibit invitations to the public to subscribe for shares or debentures of the company;

– its certificate of incorporation states that it is a public company.

In Rwanda, every company shall be considered to be established for commercial purposes.

A company may or may not have articles of association. In case a company does not have articles of association, the rights, powers, duties, and obligations of the company, of the Board of Directors, of each director, and of each shareholder of the company shall be those set out in the law governing companies in Rwanda. The articles of association are binding as between the company and each shareholder and between the shareholders themselves.

CONGRATULATIONS!!!!!!!!!!! You now know all it takes to own a company in Rwanda.

Author:

Advocate KALLAGI. Arnold|

• Member of the East Africa Law Society;
• Member of the Rwanda Bar Association;
• 2018 Certificate of Recognition for completion of the United States Patent and Trademark Office Exchange of Best Practices on Trademark Examination held at Kigali Convention Centre in Rwanda 2018;
• Masters in Business Law (University of Rwanda 2017-2019);
• Post Graduate Diploma in Legal Practice and Development (ILPD);
• Bachelor of Laws (Islamic University in Uganda Kampala-Campus).

Email: advocatekallagi@gmail.com   Tel: +250787337024 (WhatsApp)

Website:   http://opt-law.com/