Doing Business in the DRC: Tax, Law & Investment Guide

The Democratic Republic of the Congo is Africa's largest source of cobalt and a major copper producer, and its regulatory framework reflects a resource-driven economy layered onto a civil-law legal system shared with much of Francophone Africa. Company law runs through a regional legal framework (OHADA) rather than purely domestic legislation, land is state-owned rather than privately titled, and the tax and exchange-control regime carries specific rules for the mining sector that don't apply elsewhere on the continent. This overview lays out the country's economic position, its legal and institutional structure, and the practical steps and risks involved in setting up a business there.

The DRC has a large but structurally weak economy. Nominal GDP stands at USD 79.12 billion, with GDP per capita at USD 742.54 and inflation running at 8.89%. Government revenue equals just 14.78% of GDP, while gross government debt is comparatively low at 16.32% of GDP. On risk metrics, the DRC scores 202 out of 211 on the S&P Global Market Intelligence Overall Country Risk index and ranks 163 out of 180 on the Corruption Perceptions Index — both indicating a high-risk operating environment relative to global peers.

The main industries are mining (copper, cobalt, gold, diamonds, coltan, zinc, tin, and tungsten), mineral processing, consumer products (textiles, plastics, footwear, and cigarettes), metal products, processed foods and beverages, timber, cement, and commercial ship repair. Its leading export partners are China, the United Arab Emirates, India, Spain, and Egypt, with refined copper, cobalt, copper ore, raw copper, and crude petroleum as the principal export commodities. Its main import partners are China, Zambia, South Africa, India, and Belgium, importing chiefly trucks, refined petroleum, stone processing machines, plastic products, and sulphur.

The DRC is a presidential republic. The president is directly elected by simple majority for a five-year term, renewable once, and serves as head of state, while a presidentially appointed prime minister and cabinet run the government. Parliament is bicameral. The highest courts are the Court of Cassation and the Constitutional Court, with subordinate courts comprising the State Security Court, the Court of Appeals (organised into administrative and judiciary sections), the Tribunal de Grande, magistrates' courts, and customary courts. The next presidential election is scheduled for December 2028.

The DRC's legal system is based on Belgian civil law and customary law. Corporate law, however, runs through a regional framework: company formation, incorporation, management, and dissolution are governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groupings, which supersedes any contradictory provisions of national legislation.

The DRC belongs to a wide set of regional and multilateral bodies, including the African Continental Free Trade Area Agreement, the African Development Bank Group, the African Union, COMESA, the East African Community (EAC), the Economic Community of Central African States (ECCAS), the Group of 24, the Group of 77, the IMF, the International Organisation of the French-speaking World, the Organisation of African, Caribbean and Pacific States, the Organization for the Harmonization of Business Law in Africa (OHADA), the Southern African Development Community, the United Nations, the World Bank Group, and the World Customs Organization. It also receives preferential trade treatment under a set of agreements listed on the WTO's preferential trade agreement database.

Bilateral investment treaties are in force with the Belgium-Luxembourg Economic Union, China, France, Germany, Switzerland, and the United States. Treaties have also been signed — but are not yet in force — with Egypt, Greece, Italy, Jordan, Portugal, the Republic of Korea, Rwanda, South Africa, Türkiye, Ukraine, and the United Arab Emirates.

On the investment and dispute-resolution side, the DRC participates in the African Growth and Opportunity Act, the Samoa Agreement (successor to the Cotonou Agreement), the Multilateral Investment Guarantee Agency, and the World Trade Organization. It is also party to the New York Convention, the ICSID Convention, the Permanent Court of Arbitration, and the UNCITRAL Model Laws, alongside OHADA's own arbitration procedure. The OHADA treaty provides an arbitration procedure for disputes relating to its general Uniform Acts or any other business dispute, and its Uniform Act on Arbitration Law supersedes all national legislation on commercial law. The DRC also adheres to the rules of the International Chamber of Commerce.

Land

Land in the DRC is exclusively state-owned. The state can grant occupancy rights through perpetual concession contracts, but these are only available to Congolese citizens. Foreign investors, registered companies, and Congolese citizens can all access land through ordinary concession contracts instead, which carry a 25-year occupancy right that is renewable.

Merger control and competition law are governed by the Law on Pricing, Freedom and Competition, 2018, enforced by the Competition Commission of the DRC (COMCO). An economic concentration (merger) is defined as arising from any act or means that confers, alone or jointly, the ability to exercise control or decisive influence over one or more undertakings — including transferring ownership or use of an undertaking's property, rights, or obligations, creating a joint venture, or acquiring rights or contracts that influence an undertaking's composition, deliberations, or decisions.

A concentration is notifiable and subject to review if it meets any one of three thresholds: the turnover achieved in the DRC by the parties equals or exceeds an amount to be set by decree of the Prime Minister (a decree that has not yet been adopted); the parties together hold a combined market share of 25%; or the transaction creates or reinforces a dominant position. No filing fee is specified. A qualifying merger is subject to mandatory notification and cannot be implemented before being authorised by the Minister of the Economy. Failing to notify, or implementing a transaction without approval, exposes offenders to the temporary closure of the merged entity and/or a fine of up to CDF 100 million, plus a penalty of up to CDF 1 million (doubled for a repeat offence).

The DRC is a member of three regional competition bodies — COMESA, the EAC, and OHADA. OHADA does not yet have an operational regulator, and its merger-control regime is not functional. The EAC has an operational competition law regime and a partially operational regulator, but its merger-control function is likewise not yet functional. COMESA, by contrast, has an operational merger-control regime, making it the regional body most relevant to merger activity involving the DRC.

Separately, the Competition Law prohibits cartels — whether through formal agreement or concerted practice — that restrict market access for competitors, enable market or price carve-ups, hamper production or technological advancement, or skew competitive bidding outcomes. Exemptions may be granted by COMCO for anticompetitive agreements that contribute to economic progress, job creation, or job maintenance. The law also prohibits restrictive trade practices (resale price maintenance, excessive pricing, discriminatory practices, refusal to supply, and sudden termination of established commercial relationships) and abuses of dominance or economic dependence (including tying, bundling, price discrimination, and abusive termination of business relations). Penalties for anticompetitive agreements, cartels, and abuse of dominance can reach 50% of profit or 20% of the turnover achieved by the infringing company in the DRC, in addition to COMCO's separate power to impose a fine of up to CDF 100 million and a penalty of up to CDF 1 million (doubled for repeat offences). OHADA does not regulate prohibited practices, but COMESA and the EAC do so within their respective common markets.

Foreign investment is governed by the Investment Code (Law No. 004/2002 of 21 February 2002). An investment one-stop shop — the Agence Nationale pour la Promotion des Investissements (ANAPI) — has been established to facilitate registration and increase transparency in licensing procedures. Companies must register with ANAPI to obtain a Commercial Registry (RCCM) number, a national identification number from the Ministry of Economy, a tax number from the Directorate General of Taxes, a National Institute for Social Security (CNSS) number, a National Office of Professional Training (INPP) number, and a certificate of registration from the National Employment Office (ONEM). Operating permits may also be required from municipal councils, and industry-specific licences may apply depending on the sector.

Available entity types, provided for under the OHADA Uniform Act on Commercial Companies and Economic Interest Groupings, include a private limited liability company (SARL), a public limited company (SA), a simplified limited liability company (SAS), a general partnership (SNC), a limited partnership (SCS), a joint venture, a de facto partnership, an economic interest grouping (GIE), a registered branch of a foreign company, and a representation or liaison office.

For the SARL, SA, and SAS forms, the requirements are:

Investment incentives

The Investment Code provides a preferential tax regime to promote direct investment in certain regions and specific sectors or activities, including exemption from corporate income tax, property tax, and import and export duties. Separately, holders of mining or quarrying licences — and their subcontractors — can access various incentives under the Mining Code.

Exchange control

Exchange controls apply in the DRC. Commercial banks are generally authorised to transfer funds out of the country, subject to relevant taxes being paid. Mining companies are required to repatriate between 60% and 100% of their export sale proceeds into the DRC and use those funds domestically. Any transfer of funds to or from the country is also subject to a foreign exchange levy of 0.2% (redevance de suivi de change), in addition to standard bank charges.

Tax

The DRC uses a source-based tax system: both residents and non-residents are taxed on income earned from a source within the DRC. A company is resident in the DRC if it is incorporated there and has its head office and principal place of business located in the country.

Resident companies and permanent establishments of foreign companies pay corporate income tax at 30%. Small companies (as defined) are instead taxed on a turnover basis. A minimum tax applies to all companies except micro and small companies, ensuring tax payable is never less than 1% of declared turnover regardless of actual profit. Companies with no turnover in a given tax year must still pay a flat tax: CDF 2.5 million for large companies, CDF 750,000 for medium-sized companies, and CDF 30,000 for small companies.

Capital gains are generally included in ordinary taxable income and taxed at the standard corporate rate, except that the direct or indirect sale of shares in a company holding a mining title is subject to a specific capital gains tax regime.

Withholding tax rates, which may be reduced under an applicable double tax agreement, are as follows:

Double tax agreements are in force with Belgium and South Africa.

Losses may be carried forward indefinitely, but the deduction of losses brought forward is capped at 60% of the net taxable profit of the year in which the deduction is claimed, and a company that files its tax return late forfeits the right to carry forward that year's losses. Under the transfer pricing rules, any undue benefit granted by a DRC company to a directly or indirectly connected non-resident company is re-characterised as an abnormal act of management and disregarded for tax purposes unless the resident company can show the transaction was carried out independently, without regard to the group's interest.

Interest deductibility is tightly restricted: interest paid to a direct shareholder of a SARL is not deductible at all; interest paid to a foreign shareholder or other related party is deductible only if the loan is repayable within five years and the interest rate does not exceed the average rate applied by banks in the lending entity's home country; and interest paid to a shareholder who has the legal or factual power to manage the company is deductible only up to the amount of paid share capital. Specific rules apply in the mining sector.

Resident individuals are taxed on a progressive scale:

The source notes that, despite this scale, the overall tax on an individual's income should not exceed 30% of taxable income. A flat 15% rate applies to the gross remuneration of casual workers, and employers additionally pay an exceptional tax on expatriate remuneration of 25% (reduced to 12.5% for mining companies during the first ten years of a mining project).

Both employees and employers make monthly social security contributions to the CNSS on the employee's full remuneration, including salary, bonuses, fringe benefits, and leave pay. The employer's share breaks down into family welfare (6.5%), professional risk (1.5%), and retirement pension (5%); the employee contributes 5%. Employers also owe a monthly professional training contribution to the INPP — 3% for public companies and companies with 1–50 employees, 2% for companies with 51–300 employees, and 1% for companies with more than 300 employees — plus a 0.2% contribution to ONEM and the cost of covering employees' and their families' medical costs.

There is no stamp duty in the DRC, though the transfer of mining shares is taxed at 1% of nominal value, and the transfer of immovable property carries a registration duty of 6% of the price (1.5% in the case of a merger, 3% for a transfer of business activities).

VAT is levied at 16% on the supply of goods and services and on imports, with a reduced 8% rate on specified essential goods (meat, fish, milk, water, and soap) and domestic airline tickets. VAT registration is mandatory once annual taxable turnover exceeds CDF 80 million; businesses that fall below the threshold cease to be liable from the following year but may register voluntarily. A non-resident supplying services in the DRC must designate a local VAT representative, who becomes jointly liable for the VAT; if none is appointed, the DRC-based recipient of the service becomes liable instead.

Foreign individuals need a work permit and corresponding working visa, generally valid for two years and renewable. Work-permit quotas apply to the main industries, including mining, and permits cannot be granted for certain positions reserved for DRC citizens. An employee may be seconded to the DRC, though a secondee may become the local entity's employee depending on factors such as the duties performed, the degree of control exercised over them, and their integration into the organisation.

Fixed-term contracts are permitted and terminate at the end of the relevant project; they are capped at two years and may only be renewed once, except for seasonal work or other categories the Minister of Labour and Social Security designates. A contract is presumed to be indefinite unless it explicitly specifies a fixed term. Duly appointed labour brokers may be used. As a condition of obtaining a work visa, immigration rules require an employee to hold a local bank account and receive all or part of their remuneration into it. Restraint-of-trade agreements are not valid or enforceable unless incorporated into the employment contract itself, and even then may not be enforced for more than one year.

Intellectual property: trade marks

The DRC is a first-to-file jurisdiction, meaning the first applicant to file secures the rights to a mark regardless of any prior unregistered use or reputation built by someone else. Classification follows the Nice Classification, with a multi-class filing system available, covering collective marks as well as goods and service marks.

Filing requires a simply-signed Power of Attorney in French, reproductions of the mark, a certified copy of the priority document (with certified French translation) where applicable, and specifications of goods and services provided in French. Applications are examined on both formal and substantive grounds. There is no formal opposition procedure, though an interested party may invoke the nullity of a mark, and a registered mark may be cancelled if it has not been used for a continuous period of three years after registration. Registration is valid for an initial 10 years and renewable for further 10-year periods. The DRC participates in the Paris Convention, the WIPO Convention, and WTO/TRIPS.

Setting up: a practical sequence

1. Choose the entity type. An SARL is the most common vehicle for a single foreign shareholder needing modest capital and a simple management structure; an SA or SAS may suit larger or more complex ventures.

2. Register through ANAPI, securing the Commercial Registry number, tax number, national identification number, and CNSS, INPP, and ONEM registrations in one process, alongside any municipal operating permits.

3. Meet the share capital and director requirements for the chosen entity type, bearing in mind the visa implications of appointing a DRC-based managing director for an SARL.

4. Plan for the audit and certification requirements early — SA entities and larger SARL/SAS entities need a statutory auditor, and financial statements must be certified by a chartered accountant registered with the DRC National Chamber of Chartered Accountants to be accepted with the annual tax return.

5. Budget for the exchange control levy (0.2% on cross-border transfers) and, for mining ventures, the requirement to repatriate 60–100% of export proceeds into the DRC.

6. Structure financing carefully given the restrictive interest-deductibility rules — particularly the outright non-deductibility of interest paid to a direct SARL shareholder, and the five-year repayment/rate ceiling for other related-party loans.

7. File trade mark applications in the DRC before or immediately upon market entry, given the first-to-file rule.

8. Line up work permits and local bank accounts early for expatriate staff, and confirm whether the intended positions fall within a reserved category or a mining-sector quota.

9. For mergers or acquisitions, assess all three notification thresholds — the still-undefined turnover threshold, the 25% combined market-share threshold, and the dominant-position test — and check the transaction against COMESA's operative merger regime in parallel, since neither OHADA nor the EAC currently has a functioning merger-control mechanism.

• The turnover-based merger-notification threshold has not yet been set by decree, though the market-share and dominant-position thresholds already apply — creating a partial, rather than total, gap in merger-control certainty.

• Government revenue is low relative to GDP (14.78%), and country-risk and corruption indices both rank the DRC near the bottom of their respective scales — relevant context for operational and political-risk planning.

• Land cannot be freehold-acquired by foreign investors; access is limited to a renewable 25-year ordinary concession contract, with perpetual concessions reserved for Congolese citizens.

• Interest deductibility on related-party financing is narrowly restricted, including an outright bar on deducting interest paid to a direct SARL shareholder.

• Restraint-of-trade clauses are capped at one year of enforceability and must be built into the employment contract itself to have any effect.

• Exchange controls and a mining-specific repatriation requirement apply, alongside a 0.2% levy on all cross-border fund transfers.