Business Registration

Procedure for Business Registration

Business Registration is 100% an online process and free of charge; for those in Rwanda, a registration support team is availed by the Office of the Registrar General to assist clients who meet difficulties during online registration. The unit is located at RDB’s building, ground floor, first left office after passing the scanner

What do I have to know before I register my business?

  • Company name must be approved prior to incorporation.
  • Applicant is free to have as many shareholders as she/he wishes and they can be Rwandan nationals, Foreigners or Legal entities; 100% non-local shareholding is allowed.
  • After registration, amendment of company details (change of company name and address, business activities, change of director or board members, share issue and share transfer as well as de-registration ) is allowed anytime at shareholder’s discretion through a notarized resolution
  • Registered share capital (unlimited) can be increased any time after incorporation
  • Applicant needs to provide a local, physical address as the registered address of the company.
  • Business registration is done within six working hours and completed upon delivery of a certificate of incorporation

What are the main categories under business registration?

– Individual Enterprise

An Individual Enterprise is an unincorporated business with a single owner who pays personal income tax on profits earned from the business. It is the simplest business to set up, making it popular among individual self-contractors, consultants or small business owners. Individual Enterprise owners do business under their own names because creating a separate business or trade name isn’t necessary. However, they are allowed to have one.

Limited Liability Company

One of the big advantages of running a business as a company is that all debts incurred by the company are the company’s own liabilities – they are not directly the legal liabilities of the shareholders or of the directors., unlike an unincorporated business, the company exists as a separate legal ‘person’ from the shareholders and the directors. Just like a natural or ‘real’ person, the company can own property (such as money, land, intellectual property etc) and can also be responsible for its own debts. In this way, the liability of the people who run the company is said to be ‘limited’; their liability extends only to the ‘stake’ that they have in the company.

Any incorporated company belongs to any of the following 2 categories:

  1. Private company

Limited by shares

It is a company formed by physical or moral persons, limited to their shares; it does not require any minimum initial share capital. Minimum shareholder is 1 and maximum of 100 shareholders. The shares usually refer to the stake held by the company’s shareholders. In such a company, the shareholders’ obligation is to pay the company for the shares they have taken in it. The individual puts money into the company, and in return the company gives it a percentage of ownership, in the form of shares (how much of a company the individual in question owns depends on how many shares he/she has in comparison with the other people, if any, who own shares in that company).

Limited by guarantee

A company limited by guarantee is owned by individuals and/or corporate bodies known as ‘guarantors’. Guarantors do not have any shares in the company and, generally, they do not take any of the profits. The owners of a company limited by guarantee will agree to pay a sum of money, known as a ‘guarantee’, if the company has any debts or becomes insolvent. The majority of companies limited by guarantee are set up by non-profit organizations such as sports and social clubs, unions, or cooperatives etc.

Unlimited

An unlimited company is very much like a regular private company limited by shares, since it does not have to use unlimited in its company name; the main difference arises when insolvency occurs. When formal liquidation happens and the company is unable to pay off its debts, the creditors will be able to use the personal assets of the directors and shareholders in order to pay off the liability. This means that regardless.

  1. Public company

A Public Limited Company is formed by physical or moral persons; liabilities are limited to their shares and minimum initial share capital is set by Regulators. A Public Limited Company has no limitations on the type of business in which it may engage in, on the number of shareholders and on listing its shares on a stock exchange. Minimum shareholders is 1 and there is no set maximum number.

Dispensation to add the abbreviation “Ltd”

Where it is proved to the satisfaction of the Registrar  General that a limited company to be formed has an objective of promoting commerce, art, science, religion, charity or any other useful objective, and intends to apply its profits or other income in promoting its objectives, and that it does not intend to distribute its dividends to its shareholders, the Board of Directors  may direct that the entity be registered as a limited company without the addition of  the abbreviation “Ltd” to its name.

NB: A company limited by shares and by guarantee may be public or private. However, a company limited by guarantee or an unlimited company cannot be a public. Private Companies cannot engage in the business of banking, insurance, and finance. Investors wishing to participate in these sectors are required to set up public companies.

Subsidiary

A business whose parent holds a majority stake or is a majority shareholder of 50% or more of all shares. It is a separate legal entity from the holding company and can operate different business from parent organization. Some subsidiaries are wholly owned, meaning the parent corporation owns 100% of the subsidiary.

Branch

A branch is set up by a parent company to conduct the same business operations at a different location; it has no separate legal standing and performs same business operations as parent organization.

What documents are required to register a company?

  • An active email address, ID card or passport
  • Company name
  • Provision of business activities
  • Shareholders’ particulars
  • Director’s particulars
  • Board members’ particulars
  • Office address
  • Certificate of Incorporation and Articles of association (foreign companies) for corporate entity shareholder(s); a foreign company registration necessitatesa shareholder/board resolution to open up a branch and appointment of branch representative residing in Rwanda
  • If the applicant is an NGO , Association or a Cooperative, they will be requested evidence of registration at Rwanda Governance Board or Rwanda Cooperatives Agency as well as Board resolution to open up a business
  • Defense and Investigation activities are registered upon presentation of official authorization from the National Police

Approval of company name

The Registrar General shall not reserve a name:

  • Which, or the use of which, would contravene any Law
  • Which is misleading
  • Which goes against good morals
  • Which is identical or almost identical to a name that the Registrar General has already reserved for another company;
  • Which is identical with that of an existing company, or statutory corporation, or so nearly resembles that name as to be likely to mislead, except where the existing company or statutory corporation is in the course of being dissolved and signifies its consent in such manner as the Registrar General requires

After registration…

  • After successful registration, a certificate for business registration is downloadable from the account created by applicant in our registry, and displays all provided company details.
  • The new business owner needs to register with the Tax Administration within a period of seven (7) days from the beginning of the business.
  • If the projected annual revenue of newly registered company exceeds Rwf 20,000,000, business owner needs to register for the Value Added Tax (VAT)Read morehttp://www.rra.gov.rw/index.php?id=27
  • Work permit formalities for eligible new companies can be handled at the Directorate General of Immigration and Emigration Head offices or at the RDB One Stop Centre. Read morehttps://www.migration.gov.rw/index.php?id=166\

Filing Annual Returns

Domestic companies with a turnover of less than 400,000,000

  • Income statements and statement of financial position
  • Resolutions for amendment , if any

Domestic companies with a turn over 400,000,000 and above

  • Income statements
  • Statement of financial position
  • Statement of cash flow
  • Statement of change in equity
  • Financial statement notes
  • Auditors and/or directors report
  • Resolutions for amendment if any

Holding Companies

  • Consolidated Income statements
  • Consolidated Statement of financial position
  • Consolidated Statement of cash flow
  • Consolidated Statement of change in equity
  • Financial statements notes
  • Auditors report
  • Resolutions for amendment if any

Foreign Companies

  • Income statements
  • Statement of financial position
  • Statement of cash flow
  • Statement of change in equity
  • Financial statements notes
  • Notice on the business particulars of the applying branch
  • Auditors report

Application for Good Standing Certificate

 Enterprise

Provide income statements and statement of financial position for the last 2 previous years and provision for the current year.

Companies

  • File all annual returns, if applicant has never filed any
  • Income statement (profit and loss account) and statements of financial position (balance sheet) for current year, signed by company director or two directors (if applicable)

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