Private company limited by shares
Register a Rwandan company without the flight
We prepare the memorandum, the director consents and the beneficial ownership declaration, file online with the Office of the Registrar General and deliver the certificate, the tax number and the social security registration together. Then we take the company through the bank, the investment certificate and its first year of filings.
What we do
From the name check to the first tax return
The private company limited by shares is the vehicle behind most foreign-owned businesses in Kigali. The law is short on formalities and strict on a few points. These are the points.
- Structure and nameWe check the name, draft the memorandum and decide the share classes. Bearer shares, par-value shares and shares subject to calls are not allowed.
- Resident directorThe law requires one director who lives in Rwanda. We set out the options and their cost before you commit.
- Beneficial ownershipEveryone holding 25% or more of shares or votes is declared to the Registrar General. Changes are notified within 14 days.
- Online filingFiled with the Office of the Registrar General through the RDB portal. The company receives its TIN and RSSB number with the certificate.
- After registrationVAT registration where turnover requires it, the bank account, the investment certificate, permits, payroll and the first monthly returns.
Sources: Law N° 007/2021 governing companies; Law N° 019/2023, Art. 3; Rwanda Development Board and Office of the Registrar General FAQ; Cliffe Dekker Hofmeyr, Africa corporate guide, Rwanda.
Incorporation
How the company comes into existence
A Rwandan company is incorporated online. The application goes to the Office of the Registrar General (ORG), the registry within the Rwanda Development Board (RDB). There is no notary in Kigali, no court and no deposit of capital before registration. When the file is complete the ORG registers the company within about six hours and charges nothing. The certificate of registration, icyemezo (certificate) is issued together with the company’s tax identification number (TIN) from the Rwanda Revenue Authority (RRA), and the company is registered with the Rwanda Social Security Board (RSSB) at the same time.
The name
The companies law allows a name to be reserved before filing (Arts. 36–37). In practice we check availability on the registry and file promptly with a second and third choice ready. The name must not be identical or confusingly similar to an existing company, and certain words imply regulated activities such as banking or insurance. A private company limited by shares carries the suffix “Ltd”.
What the application contains
- The company name, its registered office and its business activities, classified by sector.
- The memorandum of association; articles of association are optional.
- Each director’s identity and written consent to act.
- Each shareholder’s identity, shareholding and, for a company shareholder, its certified certificate of incorporation.
- The shareholders’ resolution approving the incorporation.
- Beneficial ownership information for every natural person behind the shareholders.
Filing from abroad
You do not need to travel. Our licensed partners in Kigali file under a power of attorney that you sign at home. Documents from abroad are notarised and then either apostilled or legalised, depending on your country, and translated into English if they are in another language. Rwanda has applied the Apostille Convention since 5 June 2024; Germany objected to Rwanda’s accession, so German documents still go through the Rwandan embassy. The registry checklist continues to refer to notarised documents, so we confirm the accepted form for your country before you sign.
Sources: Law N° 007/2021, Arts. 36–37; ORG requirements for domestic companies; HCCH Apostille Convention status table (Rwanda in force 5 June 2024); Netherlands Treaty Database (German objection, 28 March 2024); MINAFFET.
The constitution
Memorandum, articles and how decisions are taken
Memorandum of association
Every company files a memorandum. It records the name, the registered office, the objects, the share capital and its division into shares, and the founders’ subscriptions. It is a short document and we draft it in English.
Since shares no longer carry a par value, the memorandum states the number of shares and the amount subscribed for them, not a nominal value per share.
Articles of association
Articles are optional. Without them, the default rules of the companies law govern meetings, board procedure and share transfers. For a sole founder that is usually enough.
With two or more shareholders, or an outside investor, we recommend articles: pre-emption rights, transfer restrictions, reserved matters, deadlock and exit. A Rwandan company is a poor place to improvise a shareholders’ agreement after a dispute starts.
Meetings and written resolutions
A private company need not hold an annual general meeting if all business is done by written resolution. Since 2021 a written resolution needs the approval of shareholders holding at least 75% of the votes entitled to be cast, where the old law required unanimity. For a company owned from Europe or the Gulf this is the normal way to work: resolutions are signed electronically and kept in the company register.
Board decisions follow the same logic. Directors can meet in Kigali, by video or decide in writing. We keep the minutes book and registers in Rwanda, where the law expects them, and send you a copy of each entry.
Sources: Law N° 007/2021; ENSafrica, “A glance at the new corporate forms and compliance requirements” (2021); ORG requirements.
The board
Directors, and the one who must live in Rwanda
A private company needs one or more directors. At least one must reside in Rwanda under Arts. 7(4) and 157 of Law N° 007/2021. This is the constraint that shapes every file, so we deal with it first and openly.
| Option | How it works | Suits | Watch for |
|---|---|---|---|
| You move to Kigali | You hold an investor permit and live in Rwanda; you are the resident director | Founders who will run the business locally | The permit comes after registration, so a temporary arrangement covers the first weeks |
| Local manager as director | A manager you hire in Kigali joins the board | Companies with real operations and staff | Board seat means legal duties; set limits in the articles and a service contract |
| Professional resident director | An experienced director provided through our licensed partners in Kigali | Holding, trading and early-stage companies | Clear mandate, reserved matters and an exit clause; the director will need full information |
| Partner or co-founder in Rwanda | A Rwandan partner or resident co-founder sits on the board | Joint ventures | Align the board seat with the shareholding and the shareholders’ agreement |
Sources: Law N° 007/2021, Arts. 7(4) and 157; Cliffe Dekker Hofmeyr; GTAI (2023); DGIE investor permit rules.
Every director signs a written consent to act and provides identity documents. Directors owe duties to the company: to act in good faith, within their powers and with care. A resident director who takes the role seriously will ask to see the bank statements, contracts and tax filings. That is a strength in front of a bank, which reads a passive nominee as a risk.
There is no requirement for a company secretary in a private company; that is mandatory only for public companies under Art. 172. Many foreign-owned companies still appoint one, because the secretary keeps the registers, prepares resolutions and files the annual return on time.
Agree the resident director’s mandate before the company exists: which payments they approve, which contracts they sign, and how they step down. Arranging this after the bank has asked about it costs weeks.
Shares and owners
Who can hold shares, and on what terms
Shareholders
- One to 100A private company may have a single shareholder and no more than 100.
- Any nationalityRwanda does not restrict foreign ownership at entry or screen investment by sector. Licensed sectors have their own rules.
- Individuals or companiesA company shareholder provides its certified certificate of incorporation, its articles and a board resolution.
Share rules since 2023
- No bearer sharesEvery share is registered to a named holder.
- No par valueShares are issued without a nominal amount; the memorandum states what was subscribed.
- No shares subject to callsCapital need not be fully paid, but shares are not issued on the basis of future calls.
- No minimum capitalThe law sets none. The bank and the investment certificate look at actual funding instead.
Sources: Law N° 007/2021; Law N° 019/2023, Art. 3; Cliffe Dekker Hofmeyr; GTAI (2023).
Beneficial ownership
Every shareholder declares its beneficial owners when the company is formed (Art. 116). Under the Registrar General’s guidelines of March 2023, a beneficial owner is a natural person who holds 25% or more of the shares or voting rights, directly or through other entities. The company keeps a beneficial ownership register at its registered office, and the Registrar General keeps the central register. Any change is notified within 14 days.
For a founder who owns through a holding in Luxembourg, the UAE or Cyprus, this means tracing the chain to the people at the top and documenting each link. Banks in Kigali ask for the same chart, so we prepare it once and use it twice.
Capital, in practice
Without a legal minimum, the question becomes how much the company needs to operate. A service company may start with a modest subscribed capital and a shareholder loan. A company seeking an investment certificate states its planned investment in the application. Capital paid into the Rwandan account arrives through an authorised bank and is recorded as a capital inflow, which matters when profits and capital are later sent home under Art. 12 of the Investment Law.
Sources: Law N° 007/2021, Art. 116; Law N° 019/2023; ORG beneficial ownership guidelines (March 2023); Law N° 006/2021, Art. 12; BNR Regulation 42/2022 as amended by Regulation 89/2025 (PKF East Africa, 2025).
Registered office
A Kigali address, read the way the registry reads it
The company needs a registered office in Rwanda, where its registers are kept and official letters arrive. The address is recorded through the administrative units, not just a street.
Sources: Government of Rwanda administrative structure; City of Kigali street addressing.
A full registered address therefore reads from the building to the district: plot or building, street code, village, cell, sector, district, City of Kigali. Land is identified separately by its UPI, the Unique Parcel Identifier on the land title. If the company leases an office, the landlord’s title and the UPI are what a bank or the tax office may check against your lease.
Most foreign-owned companies sit in Nyarugenge near the banks and ministries, or in Gasabo around Kimihurura, Kacyiru and the Kigali Special Economic Zone. A manufacturing company looks at the Special Economic Zone for serviced industrial land; an air-freight business at Kanombe, next to the airport in Kicukiro. The district makes no difference to tax, because Rwanda has no local income taxes.
Whatever address satisfies the registration form, a service address is not enough for the 3% holding regime, which requires a physical office and local staff, and it is weak evidence for a bank that wants to see real activity.
Make the lease match the registration to the letter: the same sector, cell and village spelling, and the UPI written in. Mismatched addresses are a small error that banks treat as a large one.
After registration
The six registrations that follow the certificate
The company exists once the certificate is issued. It becomes useful after these steps, most of which we run in parallel.
| Registration | Authority | When | What to know |
|---|---|---|---|
| Tax identification number | RRA | Issued with the certificate | Issued with the company. RRA online filing access is set up next. |
| Social security | RSSB | Issued with the certificate | Contributions start with the first employee: pension 6% + 6% in 2025–2026, 7% + 7% from January 2027. |
| VAT | RRA | From RWF 20m turnover a year or RWF 5m in a quarter | 18%; exports zero-rated. Voluntary registration is possible earlier. |
| Bank account | Commercial bank | After registration | Nine commercial banks; accounts in Rwandan francs and foreign currency. Some banks meet the owner once. |
| Investment certificate | RDB | Decision within 2 working days | No minimum capital. USD 500 fee paid to a bank after the acceptance letter. Opens incentives and permits. |
| Investor and work permits | DGIE via Irembo | After the investment certificate | Investor permit RWF 150,000, up to 2 years, in the category for your sector. |
Sources: RDB and ORG FAQ; RDB investment registration (rdb.rw); Law N° 006/2021, Art. 18; Law N° 049/2023 on VAT as amended by Law N° 009/2025; Presidential Order N° 086/01 of 12/12/2024; DGIE (migration.gov.rw); PwC Worldwide Tax Summaries, Rwanda (reviewed September 2026).
Banks ask first for the ownership chart down to the individuals, proof of where the capital comes from, and a short description of the business with its first clients. Send those with the account application, not after the first question.
Document readiness
Is your file ready to send to Kigali?
Tick what you already hold. The score shows how close you are and which items to order first.
Timeline
How long it takes
The Rwandan part is quick. The time goes into documents from home, so we start there.
- Day 1–2
Structure and quote
We agree the structure, the director arrangement and a fixed fee in writing.
- 1–3 weeks
Documents from home
Passport copies, consents, the power of attorney and, for a corporate shareholder, certified company documents.
- About 6 hours
Registration
Online filing with the Registrar General; certificate, TIN and RSSB number issued together.
- From 2 days
Bank and certificate
Bank account opening and, if it suits you, the investment registration certificate.
Sources: RDB and ORG FAQ (registration within six hours, no fee); Law N° 006/2021, Art. 18 (investment registration decided within 2 working days).
Once you are registered
What the law asks of you every year
| Obligation | Deadline | Detail |
|---|---|---|
| PAYE, RSSB, withholding tax | 15th of the following month | Monthly declarations and payments once the company has staff or pays fees subject to withholding. |
| VAT return | 15th of the following month, or quarterly | Quarterly filing if turnover is RWF 200 million or less. |
| Advance corporate tax | 30 June, 30 September, 31 December | Three instalments in months 6, 9 and 12 of the tax year. |
| Corporate tax return | Within 3 months of year-end | Filed with audited financial statements and transfer pricing documentation where relevant. Default tax year January to December. |
| Annual accounts | Within 7 months of the accounting reference date | With the directors’ report and the auditor’s report, under IFRS for SMEs for most companies. |
| Annual return | Each year, in the month allocated to the company | Signed by two directors or the sole member. A company that does not file can be struck off. |
| Beneficial owners | Within 14 days of any change | Kept in the company register and notified to the Registrar General. |
| Records | 10 years | Accounting and company records. The RRA can audit five years back, ten in cases of evasion. |
Sources: Law N° 007/2021, Arts. 142–143; Law N° 019/2023, Art. 4; Law N° 027/2022 on income tax as amended; PwC Worldwide Tax Summaries, Rwanda (reviewed September 2026); IFRS Foundation jurisdiction profile, Rwanda.
Law index
The texts this page relies on
Sources: Official Gazette of the Republic of Rwanda; Office of the Registrar General; Cliffe Dekker Hofmeyr; ENSafrica; PwC Worldwide Tax Summaries, Rwanda.
Questions
Before you start
Do I need to visit Rwanda?
Not to register the company. We file under a power of attorney through licensed partners in Kigali. Some banks ask to meet the owner once when the account is opened; we plan that trip around a single day.
Can my holding company be the shareholder?
Yes. We need its certified certificate of incorporation, its articles, a board resolution and details of its beneficial owners down to the individuals.
Which language are the documents in?
English is an official language and is accepted throughout. Documents in other languages need a certified translation.
When do I register for VAT?
When taxable turnover passes RWF 20 million in a year or RWF 5 million in a quarter. You can register voluntarily earlier.
Can I be the only shareholder and director?
You can be the only shareholder. You can also be a director, but the board needs at least one director resident in Rwanda, so a non-resident sole founder adds one resident director.
How much share capital should I put in?
The law sets no minimum and capital need not be fully paid. We size it to the company’s first months of costs and to what the bank and any investment certificate application will expect to see.
Who counts as a beneficial owner?
Any individual holding 25% or more of the shares or voting rights, directly or indirectly. They are declared at registration and changes are notified within 14 days.
Can the company invoice in US dollars?
Domestic transactions are in Rwandan francs; pricing in foreign currency needs central bank authorisation. Exports and cross-border payments can be in foreign currency through authorised channels.
What happens if the annual return is not filed?
The Registrar General can remove the company from the register. We diarise the month allocated to your company from the day it is registered.
Is there a minimum investment for the investment certificate?
No. RDB sets no minimum capital for investment registration. The incentive rates have their own conditions, which we check against your plan.