Astertax: Your Guide to Establishing a Company in Congo

Setting up a company in the Republic of Congo involves various business entity options and specific registration procedures. Here’s an overview of the business entities and the steps to register a company in Congo:

Business Entities in Congo:

1. Congo Limited Liability Company (SARL):
   • Minimum requirements: 1 director (resident in Congo for 2 years) and 1 shareholder (any nationality).
   • Minimum share capital: US$1,100.
   • Statutory auditor required for companies exceeding certain criteria.
2. Congo Public Limited Company (SA):
   • Minimum requirements: 1 director (resident in Congo for 2 years) and 1 shareholder (individual or corporate).
   • Minimum share capital: US$11,000.
   • Statutory auditor and public notary involvement at incorporation.
3. Congo Branch:
   • Allows foreign companies to do business in Congo.
   • Operations defined by the parent company.
   • Requires at least 1 director of any nationality.
4. Congo Representative Office:
   • For foreign entities to establish a presence in Congo.
   • Limited to market research and promoting the parent company’s activities.

Congo Company Registration Procedures:

1. Obtain Marriage Certificate (Applies to Women Only):
   • Married women must have their husband’s name in their ID card.
   • Present a marriage certificate when requesting an ID card.
2. Deposit the Legally Required Capital in a Bank:
   • The minimum capital requirement must be deposited to register the company.
3. Draft and Notarize the Articles of Association:
   • Public notary prepares and legalizes the articles of association.
   • Authenticated declaration of subscription and payment issued by the notary.
4. Register Articles of Association with Tax Authorities:
   • Register the articles of association with the tax authorities.
5. Register Articles of Association with the Commercial Registrar:
   • Submit required documents, including manager identification, criminal records, and notarized articles of association, to the Commercial Registry.
6. Register with the One-Stop Shop:
   • The Centre des Formalités des Entreprises (CFE) streamlines registration procedures.
7. Register with the Tax Authorities (Centre d’Identification Unique):
   • Obtain the tax ID (NIU) by registering with the Centre d’Identification Unique (CIU).
8. Publish the Notice of Company Incorporation:
   • Publish the notice in the Official Gazette or a legal journal, including company details.
9. Notify the Ministry of Labor (ONEMO):
   • Certify employee contracts with the labor authorities.
10. Register with the Regional Directorate of Labor:
    • New businesses must register with the Regional Directorate of Labor.
11. Register with the Social Security Authorities (CNSS):
    • Submit required documents, including manager identification, employee contracts, manager’s commerce card, lease copy, and notarized articles of association.
    • Pay social security contributions monthly.

Accounting & Tax in Congo:

• Corporate tax rate: 30% for both resident and non-resident companies.
• Capital gains treated as ordinary income, subject to the 30% tax rate.
• Value Added Tax (VAT) at a standard rate of 16%, with monthly returns.
• 20% withholding tax on dividends, interests, royalties, and technical service fees.
• Monthly social security contribution of 20% of employees’ gross salaries.
• Business tax losses can be carried forward for up to 3 years.
• Double tax treaties with France and Central African Economic and Monetary Community (CEMAC) countries, including Chad, Cameroon, Gabon, Equatorial Guinea, and Central African Republic.

Setting up a company in Congo involves complying with these legal and tax requirements, depending on your chosen business entity and activities.