Country investment factsheet · OHADA business law
Legal & tax framework for investment — August 2026 edition
Series: OHADA country factsheets — a country-by-country overview of investment across the OHADA area.
A landlocked Central African country and a member of CEMAC, the Central African Republic holds notable natural resources — diamonds, gold and timber — and strong agricultural potential. It applies the unified OHADA legal area and has a currency pegged to the euro: in an environment with a high need for structuring, the OHADA framework provides a benchmark of predictability for the investor. This factsheet summarises the macroeconomic, tax and legal data relevant to an entry decision, with particular focus on the legal securing of the investment.
The Central African Republic at a glance
A harmonised business-law framework
- OHADA — the CAR applies the uniform business law of the Organisation for the Harmonisation of Business Law in Africa (17 member states, 9 Uniform Acts: companies, security interests, debt recovery, insolvency, arbitration, etc.). Disputes may be brought before the CCJA (Common Court of Justice and Arbitration), whose awards are enforceable across the 17 states.
- CEMAC — the Economic and Monetary Community of Central Africa, 6 states (central bank: BEAC); a common market and common foreign-exchange regulation. Reference: cemac.int.
- Revised SYSCOHADA accounting — the mandatory accounting framework, readable by any investor across the zone.
- Also a member of the African Union, the AfCFTA, OAPI (intellectual property) and CIMA (insurance).
Common OHADA company forms
| Form | Minimum capital | Typical use |
|---|---|---|
| SA (public limited co.) | XAF 10,000,000 | Codified governance, access to public savings |
| SAS (simplified joint-stock co.) | Set freely by the by-laws | Statutory flexibility — joint ventures, holdings |
| SARL (LLC) | Set freely by the by-laws | Simpler projects, light structure |
| Branch | Attached to the foreign company | OHADA duration limit to anticipate |
Registration with the RCCM; investor guidance and follow-up: ACIP (Central African Investment and Placement Agency).
Tax regime — the essentials
| Tax | Rate | Details |
|---|---|---|
| Corporate income tax (CIT) | 30% | 20% for agricultural activities. Rate confirmed (CAR GTC). A minimum tax is also due: 3% of turnover for taxpayers not subject to corporate/personal income tax — the exact rate applicable to companies subject to CIT remains to be verified case by case against the text in force. |
| VAT | 19% | Registration threshold: turnover ≥ XAF 30,000,000. Rate and threshold confirmed (CAR GTC 2017, updated 2023). |
| Withholding taxes (non-residents) | Services ≈ 15% (final) | Royalties/services may vary (10-20%), reducible by treaty. Rates by category to be confirmed against the GTC. |
| Tax treaties | France, CEMAC | France-CAR treaty in force (1969); CEMAC multilateral convention. Network beyond this very limited. |
Tax source: CAR General Tax Code (2017, updated 2023, finances.gouv.cf) and specialist sources. As the CAR is not covered by the reference international tax databases (notably PwC), CIT and VAT (rate and threshold) were verified directly against the official GTC; withholding rates by category and the exact minimum-tax rate applicable to companies subject to CIT remain to be confirmed against the text in force.
Attractive sectors
- Diamonds & gold — the main sources of foreign currency; specific oversight of the extractive sector.
- Timber — a major export; a high-potential forestry value chain.
- Agriculture — the backbone of employment; food-crop and processing potential.
- Energy & infrastructure — significant needs, notably for opening up the country.
Investment incentives
- Investment Code — targeted tax and customs exemptions for new projects.
- Business-formalities one-stop shop — centralises registration, tax ID, RCCM and social security.
- ACIP (Central African Investment and Placement Agency) — information, guidance and follow-up for investors.
Work permits for expatriates
- Issuance of residence and work permits to expatriate staff holding a local contract.
- Free transfer of salaries to the home country, after payment of Central African taxes and social contributions.
Foreign-exchange regulation
- CEMAC / BEAC framework. Cross-border financial transactions fall under CEMAC’s common foreign-exchange regulation (2018 Regulation), administered by the BEAC; it requires the repatriation of export proceeds, the domiciliation of operations and the channelling of transfers through approved intermediaries.
- Repatriation of dividends and capital. Transfer abroad of profits, dividends and disposal proceeds is permitted but conditional on documenting the flows and paying the taxes due — to be structured and documented from the moment of entry into the capital.
- Good practice. Funding the investment in foreign currency and keeping documentary traceability of each flow secures the later transfer of funds — all the more so for a landlocked country.
Regulation subject to change — precise terms (thresholds, supporting documents, timelines) to be checked with the BEAC and an approved intermediary.
Securing the investment — the UGGC angle (OHADA levers)
Beyond the figures, a successful entry rests on command of the legal framework. In an environment with a high need for structuring, the OHADA asset — harmonised law, CCJA arbitration and security interests — is a decisive source of predictability, complemented by a France-CAR tax treaty in force.
- CCJA arbitration — dispute resolution before OHADA’s Common Court of Justice and Arbitration; awards enforceable across the 17 member states.
- Security interests (Uniform Act) — a full range of guarantees (mortgage, pledge, autonomous guarantee, security agent) to secure financings.
- FX & repatriation — CEMAC/BEAC foreign-exchange rules (mandatory repatriation of export proceeds): structure dividend and capital repatriation upfront.
- Governance & compliance — OHADA company law, SYSCOHADA, extractive sector, early-difficulty prevention.
Our teams support these transactions across M&A, tax law and litigation & arbitration (CCJA).
Our reading — the practitioner’s view
The figures don’t tell the whole story. Here are the points we flag to our clients before any entry into the Central African Republic — where field experience makes the difference.
Which structure to choose?
For a foreign operator, the choice is most often between the SA (codified governance, XAF 10,000,000 capital, access to public savings) and the SAS (statutory flexibility, freedom of governance and capital). The SARL remains suited to simpler projects. Applying OHADA law and CCJA arbitration offers a familiar, predictable reference framework — particularly valuable in an environment that needs structuring.
Three pitfalls investors underestimate
- Tax data to be verified case by case. The CAR is not covered by the reference international tax databases; CIT (30%) and VAT (19%, XAF 30M threshold) have been confirmed directly against the General Tax Code in force, but the minimum tax rate applicable to companies subject to CIT and the withholding rates by category remain to be verified case by case.
- The OHADA asset as a security base. Where predictability is the central issue, CCJA arbitration, OHADA security interests and the France-CAR tax treaty (in force) are securing levers to use fully.
- Landlocked status and CEMAC FX. Logistics run through neighbouring corridors and repatriation of proceeds is mandatory (BEAC). Structuring foreign-currency financing must be planned from entry into the capital.
From text to practice
ACIP and the business-formalities one-stop shop are the operational entry point. For extractive projects (diamonds, gold, timber), the interplay between the Investment Code, sector oversight and OHADA security interests conditions bankability. Systematically checking rates against the official GTC and anticipating sector authorisations are essential to de-risk a project.
Frequently asked questions
What is the minimum capital to set up an SA in the Central African Republic?
The minimum capital for a public limited company (SA) is XAF 10,000,000. For the SARL and SAS, it is set freely by the by-laws. Registration is with the RCCM through the business-formalities one-stop shop.
What is the corporate income tax rate in the Central African Republic?
The CIT rate is 30% (20% for agricultural activities), confirmed by the CAR General Tax Code. A minimum tax is also due: 3% of turnover for taxpayers not subject to corporate/personal income tax — the exact rate applicable to companies subject to CIT remains to be verified case by case against the text in force.
What is the VAT rate in the Central African Republic?
VAT is 19%, with a registration threshold set at turnover of XAF 30,000,000 — rate and threshold confirmed by the CAR General Tax Code (2017, updated 2023).
How can an investment be secured in the OHADA zone in the Central African Republic?
Investors benefit from OHADA’s CCJA arbitration (awards enforceable across the 17 member states), OHADA security interests, the SYSCOHADA framework, and must structure dividend repatriation upfront under CEMAC foreign-exchange rules. The France-CAR tax treaty is in force.
Does the Central African Republic apply OHADA law?
Yes. The Central African Republic is one of the 17 OHADA member states. It applies the 9 Uniform Acts (companies, security interests, debt recovery, insolvency, arbitration, etc.) and is part of CEMAC and the revised SYSCOHADA accounting framework.
Considering an entry into the Central African Republic?
Contact the UGGC Africa team · Download the country factsheet (PDF)
Disclaimer. This country factsheet is provided for general information, as at August 2026; it does not constitute legal or tax advice and cannot bind UGGC Africa. As this country’s international tax coverage is limited, CIT and VAT were verified directly against the official General Tax Code; certain points (minimum tax applicable to companies subject to CIT, withholding rates by category) remain to be confirmed case by case. Any investment decision should be the subject of a tailored analysis.
Sources: World Bank (Macro Poverty Outlook CAR) · IMF · UN / Worldometer (population) · CAR General Tax Code 2017 (updated 2023, finances.gouv.cf) · ACIP / Investment Code · BOFiP (France-CAR 1969 treaty in force) · BEAC (2018 CEMAC foreign-exchange Regulation) · OHADA · BEAC · CEMAC · uggcafrica.com.