Country investment factsheet · OHADA business law
Legal & tax framework for investment — July 2026 edition
Series: OHADA country factsheets — a country-by-country overview of investment across the OHADA area.
A Central African mining giant and an OHADA member (since 2012), the Democratic Republic of the Congo is the world’s largest cobalt producer (~74% of global supply) and Africa’s largest copper producer. Unlike the franc-zone countries, it keeps its national currency (the Congolese franc) and its own central bank. Its continental scale, strategic resources and hydroelectric potential (Inga) make it a major market. This factsheet summarises the macroeconomic, tax and legal data relevant to an entry decision, with particular focus on the legal securing of the investment.
DR Congo at a glance
A harmonised business-law framework
- OHADA — since joining in 2012, DR Congo 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.
- National monetary framework — outside the franc zone: currency = Congolese franc (CDF) under a floating exchange regime, administered by the Central Bank of the Congo (BCC); national foreign-exchange regulation (see below).
- Revised SYSCOHADA accounting — the mandatory accounting framework, readable by any investor across the OHADA area.
- Also a member of the African Union, the AfCFTA, SADC, COMESA, ECCAS and OAPI (intellectual property).
Common OHADA company forms
| Form | Minimum capital | Typical use |
|---|---|---|
| SA (public limited co.) | FCFA 10,000,000 (OHADA reference, applied in equivalent) ; ~USD 20,000 in practice (GUCE) | 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 through the one-stop shop (GUCE); investment promotion: ANAPI.
Tax regime — the essentials
| Tax | Rate | Details |
|---|---|---|
| Profits tax (CIT) | 30% | Including the mining sector. Minimum tax: 1% of turnover, due even where no profit is recorded. |
| VAT | 16% | Reduced rates of 1% and 5%; 0% on exports. Ordinary regime above CDF 300 million turnover. |
| Withholding taxes (non-residents) | Dividends 20% (10% mining) · royalties 20% · services 14% | Interest: 0% (foreign-currency mining loans taken abroad) to 20%. Reduced by the applicable treaty. |
| Tax treaties | Belgium, South Africa | Treaties in force (since 2012). No France-DR Congo treaty — France-related flows fall under domestic law. |
2026 tax reform: Laws No. 23/052 and 23/053 of 30 November 2023, in force since 1 January 2026, replace the schedular taxes with a modernised corporate income tax and personal income tax (2026-2027 transition period); the CIT rate (30%) and the minimum tax (1% of turnover) are maintained.
Tax source: PwC Worldwide Tax Summaries — DRC (corporate updated Apr 2026; withholding page updated Oct 2024, to be cross-checked against the finance act in force). Withholding rates to be confirmed with the DGI in light of the 2026 reform.
Attractive sectors
- Cobalt — DR Congo is the world’s largest producer (~74% of 2025 supply); a strategic battery resource. Exports, suspended in early 2025, have since October 2025 been governed by a quota regime (in force through 2027) — to be built into any downstream project.
- Copper — Africa’s largest and the world’s 2nd producer; Lualaba and Haut-Katanga deposits (copper and cobalt co-extracted).
- Other mining — coltan, gold, diamond, tin.
- Hydroelectricity — the Inga complex on the Congo River, among the largest potentials in the world.
- Agriculture — vast, largely under-exploited arable potential.
Investment incentives
- Investment Code — tax and customs exemptions for approved projects; agency in charge: ANAPI (National Investment Promotion Agency), the investor’s gateway.
- Special economic zones (SEZ) — regime created by the 2014 law: one-stop shop, simplified tax procedures, customs-territory status.
- Mining Code (Law 18/001 of 2018) — the reference framework for extractive projects (raised royalties, strategic substances).
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 Congolese taxes and social contributions.
Foreign-exchange regulation
- National framework (Central Bank of the Congo). Outside the franc zone, cross-border financial transactions fall under the national foreign-exchange regulation administered by the Central Bank of the Congo; transactions are channelled through licensed banks and subject to domiciliation and declaration.
- Repatriation of mining export proceeds. The Mining Code requires the repatriation of a majority share of proceeds (60% during the investment’s amortisation phase, 100% once amortised); penalties for default were significantly strengthened in 2025-2026.
- Good practice. Fund the investment in foreign currency and keep documentary traceability of each flow; anticipate the repatriation obligations from entry into the capital.
Regulation subject to change — precise terms (surrender ratios, supporting documents, timelines) to be checked with the Central Bank of the Congo and a licensed bank.
Securing the investment — the UGGC angle (OHADA levers)
Beyond the figures, a successful entry rests on command of the legal framework. In a world-class mining country with a demanding national foreign-exchange regime, contractual structuring and compliance with repatriation obligations are decisive.
- CCJA arbitration — dispute resolution before OHADA’s Common Court of Justice and Arbitration; awards enforceable across the 17 member states — all the more valuable outside the franc zone.
- Security interests (Uniform Act) — a full range of guarantees (mortgage, pledge, autonomous guarantee, security agent) to secure mining financings.
- FX & repatriation — national BCC regulation (repatriation of mining export proceeds): structure dividend and capital repatriation upfront.
- Governance & compliance — OHADA company law, SYSCOHADA, 2018 Mining Code, 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 DR Congo — where field experience makes the difference.
Which structure to choose?
For a foreign operator, the choice is most often between the SA (codified governance, reference capital FCFA 10,000,000 — ~USD 20,000 in practice at the GUCE) and the SAS (statutory flexibility). The SARL remains suited to simpler projects. For a mining project, the architecture generally combines a local project company with a structure compliant with the 2018 Mining Code.
Three pitfalls investors underestimate
- Repatriation of mining proceeds. The BCC requires the repatriation of a majority share of export proceeds (60% then 100% after amortisation), with penalties strengthened in 2025-2026. Structuring foreign-currency financing and documentary traceability must be planned from entry into the capital.
- No tax treaty with France. Flows (dividends, interest, royalties, services) between France and DR Congo fall under domestic law, with no treaty relief — to be built into any model. Treaties do exist with Belgium and South Africa.
- The 2018 Mining Code and cobalt controls. Raised royalties, strategic substances, and recent cobalt export-control measures (suspension then quotas): the structuring of equity stakes and export flows must reflect this evolving framework.
From text to practice
ANAPI is the investors’ gateway; the GUCE centralises incorporation. For mining projects, the interplay between the Mining Code, conventions and OHADA security interests conditions bankability, while exchange obligations determine the smoothness of repatriation. For regulated sectors, anticipating sector authorisations and their timelines remains essential.
Frequently asked questions
What is the minimum capital to set up an SA in DR Congo?
The minimum capital for an SA is FCFA 10,000,000 by reference to the OHADA Uniform Act, applied in equivalent; in practice the GUCE expects capital evidenced at around USD 20,000. SARL and SAS: capital set freely by the by-laws. DR Congo has been an OHADA member since 2012.
What is the corporate income tax rate in DR Congo?
The profits tax rate is 30%, including the mining sector. A minimum tax of 1% of turnover remains due even where no profit is recorded.
What is the VAT rate in DR Congo?
VAT is 16% (standard rate), with reduced rates of 1% and 5% and a zero rate on exports. The ordinary regime applies above CDF 300 million turnover.
How can an investment be secured in the OHADA zone in DR Congo?
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 the Central Bank of the Congo’s foreign-exchange regulation, which requires the repatriation of mining export proceeds.
Does DR Congo apply OHADA law?
Yes. DR Congo joined OHADA in 2012. It applies the 9 Uniform Acts and the revised SYSCOHADA framework, while keeping its national currency (Congolese franc) and its own central bank.
Considering an entry into DR Congo?
Contact the UGGC Africa team · Download the country factsheet (PDF)
Go further
Series — OHADA country factsheets (all countries)
Legal framework — OHADA business law
Our expertise — Mergers & Acquisitions · Tax · Litigation & Arbitration (CCJA)
Disclaimer. This country factsheet is provided for general information, as at July 2026; it does not constitute legal or tax advice and cannot bind UGGC Africa. The figures are drawn from public sources and are subject to change (notably through Congolese finance acts and the Mining Code). Any investment decision should be the subject of a tailored analysis.
Sources: IMF (country report / WEO, Apr 2026) · World Bank (Macro Poverty Outlook) · UN / Worldometer (population, 2025) · PwC Worldwide Tax Summaries — DRC (corporate Apr 2026; withholding Oct 2024) · Cobalt Institute (May 2025) · 2018 Mining Code · ANAPI / investindrc.cd · Central Bank of the Congo (foreign-exchange regulation) · OHADA. uggcafrica.com.