Rwanda Insights · Company law and governance

The resident director rule: how foreign founders meet it lawfully

Every Rwandan company must have at least one director who resides in Rwanda. The rule sits in Articles 7(4) and 157 of Law N° 007/2021 governing companies, and the 2023 amendment left it untouched. For a founder who lives in Berlin, Dubai or Barcelona, it is the first real constraint of a Rwandan company. This article explains what the law requires, who counts as resident, what a director owes the company, the four lawful ways to fill the seat, why a director in name only fails, and how to run a board that works across two countries.

Reviewed October 2026Law N° 007/2021, Arts. 7(4), 157Amended by N° 019/2023Sources 9Team 15+ years cross-border
GermanyGermanyRwandaRwandaUnited Arab EmiratesUnited Arab EmiratesRwandaRwandaSpainSpainRwandaRwandaRussiaRussiaRwandaRwandaUnited KingdomUnited KingdomRwandaRwanda

Key takeaways

  1. A company registered in Rwanda must have at least one director who resides in Rwanda (Law N° 007/2021 of 05/02/2021, Arts. 7(4) and 157). Law N° 019/2023 of 30/03/2023 amended other parts of the law and did not change this rule.
  2. The law does not let you buy your way out of the rule with capital, an investment certificate or a branch structure inside a company. A branch of a foreign company names an authorised representative in Rwanda instead.
  3. The resident director is a director in full. The duties of good faith, care, solvency and disclosure in Arts. 147 to 171 apply to that person as much as to the founder.
  4. There are four lawful routes: the founder moves to Rwanda on a permit; the company employs a resident executive director; the board appoints a resident non-executive director with real oversight; or a resident co-founder or local partner joins the board.
  5. Since 2023, a nominee director must disclose to the company who nominated them and the natural person on whose behalf they ultimately act (Art. 116 as amended). A director who signs on someone else's instructions is visible in the beneficial ownership file.
  6. A board that meets, minutes its decisions, defines reserved matters and uses clear powers of attorney is what turns the rule from a cost into a governance asset in front of banks and tax authorities.
1Minimum number of directors resident in Rwanda, any company (Arts. 7(4), 157)
14 daysTo record changes in beneficial ownership (Art. 116 as amended)
2 directorsSign the annual return, or the sole member (Art. 143 as amended)

Sources: Law N° 007/2021 of 05/02/2021 governing companies, Official Gazette n° 04 ter of 08/02/2021 (table of contents and article titles); Law N° 019/2023 of 30/03/2023, Official Gazette n° Special Bis of 30/03/2023 (ORG, org.rdb.rw); Cliffe Dekker Hofmeyr, Africa Corporate Guide, Rwanda, "Is there a requirement to have a resident director?" (accessed October 2026).

What the law says

Law N° 007/2021 of 05/02/2021 governing companies replaced Law N° 17/2018 and was published in the Official Gazette n° 04 ter of 08/02/2021. Two provisions carry the residence rule. Art. 7 sets the essential requirements for a private company, and its paragraph 4 includes at least one resident director. Art. 157, in the chapter on directors, is headed "Requesting a company to have a director who resides in the country". Cliffe Dekker Hofmeyr summarises both in one sentence: a company must have at least one director who resides in Rwanda.

The rest of the board is open. Art. 153 deals with the number of directors, and a private company can have one or more. Directors may be of any nationality and live anywhere, as long as one of them resides in Rwanda. A founder who lives in Germany can be a director, sign resolutions and chair the board. The founder simply cannot be the only director while living abroad.

Law N° 019/2023 of 30/03/2023 has 24 articles. Its amendments cover definitions, the incorporation file, share allotment, records, the share register, the shareholder index, beneficial ownership (Arts. 116, 116 bis and 116 ter), privileged information, the annual return, the appointment of a company secretary, annual filings, community benefit companies, restoration to the register and administrative sanctions. None of its articles deals with the resident director. As of October 2026, Arts. 7(4) and 157 apply in their 2021 wording.

The rule is not peculiar to Rwanda. Many common-law and mixed systems ask for a local director or a local secretary so that the state, creditors and courts always have a responsible person within reach. Rwanda chose a director rather than a secretary for private companies. The 2023 amendment added, according to Abayo & Co. Advocates, a further condition that a company secretary must also reside in Rwanda where one is appointed. For a private company the secretary remains optional; Art. 172 makes it mandatory only for public companies.

Sources: Law N° 007/2021, Arts. 7, 153, 157 and 172 (article titles, Official Gazette n° 04 ter of 08/02/2021, via MINICOM and RDB); Law N° 019/2023 of 30/03/2023, Arts. 1 to 24 (table of contents and Arts. 1 to 11); Cliffe Dekker Hofmeyr (accessed October 2026); Abayo & Co. Advocates, "The changes introduced by the newly published 2023 law governing companies in Rwanda" (July 2023).

Who counts as resident

The companies law uses the plain words "resides in Rwanda" and does not define them further. Residence here is a question of fact: where the director actually lives. Two groups clearly meet it.

  • Rwandan citizens living in Rwanda. The most common case. A Rwandan citizen who lives abroad and visits twice a year is a weaker fit, even with a Rwandan identity card.
  • Foreigners holding a Rwandan residence permit and living in Rwanda. An investor, entrepreneur or employment permit holder who lives in Kigali, with the identity card that DGIE issues to permit holders, meets the rule. The permit is the evidence; the residence is the fact.

A foreigner on a visitor visa does not. Neither does a founder who holds a permit but in practice lives in Dubai and visits for board meetings. The permit shows the right to reside; it does not create residence on its own. Where a director's situation is borderline, for example someone who splits the year between Kigali and Nairobi, we confirm for your structure whether the appointment is safe before the consent is signed.

Company-law residence is a separate test from tax residence. A foreign director who lives in Kigali may become tax resident in Rwanda and remain tax resident somewhere else under the rules of the home country. We look at both tests together, because a founder's move to Rwanda can change where the founder pays personal tax and, in some home countries, where the company is treated as managed.

The single most common delay we see on this point is a resident director chosen late. The founder prepares every certified document, then spends three weeks finding the person whose consent the Registrar General needs. Decide the route first; the paperwork follows.

Duties and liability

What every director owes the company

The resident director carries the same duties as every other director. These are the provisions of Law N° 007/2021 that matter most, by article and title.

ArticleTitle in the lawWhat it means in practice
Art. 144Management of a companyThe business is managed by or under the direction of the board. Decisions belong to the board, and instructions from a shareholder become company decisions only once the board takes them.
Art. 145Proceedings of meeting of the Board of DirectorsBoard meetings follow rules on notice, quorum and voting, which the memorandum or articles can supplement.
Art. 146Delegation of powersThe board may delegate to a director, a committee or an employee. Delegation does not remove the board's responsibility for supervising the delegate.
Art. 147Fundamental duty of a directorAct in good faith and in what the director believes is the best interest of the company.
Art. 149Duty to comply with incorporation documents and this LawStay within the memorandum, the articles and the statute.
Art. 150Duty to comply with solvency requirementDo not agree to obligations the company cannot reasonably meet; watch the solvency test before distributions.
Art. 151Standard of care and exercise of power for a proper purposeUse the care and skill expected of a director in like circumstances, and use powers for the purpose they were given.
Art. 152Use of information and adviceA director may rely on reports from employees and professional advisers, if the reliance is reasonable.
Art. 159Validity of acts and liability of directorsSets when directors' acts bind the company and when directors answer personally.
Arts. 166 to 169Interest in transactions, disclosure, avoidable transactions, incapacity to voteA director with a personal interest in a deal discloses it; undisclosed interested transactions can be set aside.
Art. 170Use of company information or opportunityNo private use of the company's information or business opportunities.
Art. 174Indemnity and insurance for directorsLimits and conditions on the company indemnifying or insuring its directors.

Sources: Law N° 007/2021 of 05/02/2021 governing companies, article titles as published in the Official Gazette n° 04 ter of 08/02/2021; RR Associates & Co. Advocates, Chambers Corporate Governance 2026, Rwanda: Trends and Developments (updated 16/06/2026), summarising the duties of good faith, care and skill and avoidance of conflicts. The right column is our plain-English reading, not statutory text.

Liability falls on the person, not the title

A director who follows instructions from abroad without checking them is still the person who approved the payment, signed the contract or filed the return. The law does not offer a lower standard for a director who describes the role as formal. The duty of care in Art. 151 is measured against a director acting in like circumstances, and a director who never reads the bank statements is hard to defend under that test.

Liability also arises outside the companies law. Rwanda's tax and social security rules hold the company responsible for withholding and paying PAYE, RSSB contributions and withholding tax by the 15th of the following month. When those payments are missed, the officers who were responsible for them are the first people the authorities contact. Administrative sanctions in the companies law add their own exposure. Abayo & Co. report that after 2023 a failure to keep or update required records carries an administrative fine of RWF 500,000 to RWF 2,000,000, and a failure to provide required documents to the Registrar General RWF 200,000 to RWF 500,000.

The practical consequence is simple. A competent resident professional will not accept a board seat on a company they cannot see. They will ask for access to the bank, the accounts and the contracts, and they will want a say in reserved decisions. That is the correct reaction, and it is the one a bank wants to see.

Sources: Law N° 007/2021, Arts. 151 and 159; Abayo & Co. Advocates (July 2023) on administrative fines after Law N° 019/2023; RRA and RSSB filing calendar (PAYE, RSSB and WHT due by the 15th of the following month).

Give the resident director read access to the company's konti ya banki (bank account) from day one. Directors who can see the account ask fewer questions at board meetings, because they already know the answers.

Four lawful routes

Ways to fill the resident seat

Each route meets the rule. They differ in cost, control, timing and what they say about the company to a bank.

Route 1: you move, and you are the resident director

This is the cleanest answer for a founder who will run the business locally. The founder registers the company, obtains an investor permit if the company registers with RDB, or an entrepreneur permit if it does not, and lives in Kigali. Investor permits are coded by sector: A1 mining, B1 agriculture, F1 manufacturing, O1 hospitality, W1 IT, X1 transport and logistics, Z1 any other. A first investor permit costs RWF 150,000 and runs for up to two years. After two permits in the class, the recurring permit costs RWF 250,000 and runs for up to five years, subject to a tax clearance certificate from RRA. Applications go through Irembo to DGIE. Our permits page sets out each class and the file.

The order of events matters. The permit needs a business registration certificate, and the company needs a resident director at registration. The founder cannot be resident on day one if the permit depends on the company. In practice the shareholders appoint a different resident director at formation, often for a few weeks or months, and the founder joins the board as the resident director once the permit is issued and the move is real. The first resident director then either stays as a second director or resigns, with the change recorded at the Registrar General.

This route also changes the founder's personal tax position. A founder who moves to Kigali is likely to become tax resident in Rwanda and, depending on the home country, may still be taxed there. We plan the move with that in view.

Route 2: the company employs a resident executive director

For a company with real operations in Rwanda, the strongest arrangement is often a general manager who lives in Kigali, is employed by the company and sits on the board. The person may be a Rwandan citizen or a foreigner with an employment permit. The employer, umukoresha (employer), signs a written employment contract, amasezerano (agreement, contract), with the employee, umukozi (employee), under Law N° 66/2018 of 30/08/2018 regulating labour in Rwanda. Probation can run for up to three months, extendable once by up to three months after a written evaluation (Art. 13).

Two relationships then run in parallel. The employment contract governs the job: salary, hours, reporting, termination. The board appointment governs the directorship: duties to the company, removal by the shareholders, resignation. The two should be drafted together, so that leaving one triggers an orderly end to the other. A director who resigns from the board but remains employed, or the reverse, is a common source of confusion.

Payroll follows the normal rules. PAYE is withheld monthly at 0% up to RWF 60,000, 10% to RWF 100,000, 20% to RWF 200,000 and 30% above. RSSB pension contributions are 6% from the employer and 6% from the employee from 01/01/2025, rising to 7% each from 01/01/2027. Occupational hazards cost the employer 2%, maternity leave 0.3% each and community health insurance 0.5% of the employee's net pay. A foreign employee contributes on the same basis.

Route 3: a resident non-executive director with a real mandate

Holding companies, trading companies and early-stage ventures often have no one to employ yet. Here the board can appoint an experienced resident professional as a non-executive director: a lawyer, accountant or former banker who lives in Rwanda and takes on oversight duties under a written service agreement with the company. Licensed corporate services and professional firms in Kigali work with people in this role.

We arrange introductions through our licensed partners in Kigali and confirm availability for your company before you commit. We do not act as directors ourselves and we do not provide nominee directors. The professional who joins your board is appointed by your shareholders, owes duties to your company and contracts with it directly or through their firm.

A non-executive director of this kind is not a signature for hire. Expect the agreement to include a scope of oversight, access to the bank and the accounting system, a list of reserved matters on which the director must be consulted, a fee, an indemnity within the limits of Art. 174 and a resignation procedure with notice. Expect the director to decline a company whose business model, ownership or funds they cannot understand. That screening protects you as much as them.

Route 4: a co-founder or local partner on the board

A founder who already has a Rwandan or Kigali-based partner may give that person a board seat. This fits joint ventures, distribution partnerships and companies where the local partner brings customers, licences or sector knowledge. The board seat should match the deal: a shareholders' agreement that sets who appoints which director, which decisions need unanimity, how deadlock is broken and what happens to the seat if the partner sells shares or leaves.

The risk of this route is mixing friendship, equity and governance in one person. A partner who holds 10% of the shares and the only resident board seat has more practical power than the cap table suggests, because the company cannot stay compliant without them. Plan for a second resident director, or a clear replacement mechanism, before the relationship is tested.

Sources: DGIE, business investor and entrepreneur permits (migration.gov.rw, accessed October 2026); Law N° 66/2018 of 30/08/2018 regulating labour in Rwanda, Art. 13; Law N° 027/2022 of 20/10/2022 establishing taxes on income (PAYE bands); Presidential Order N° 086/01 of 12/12/2024 on pension contributions; RSSB; Law N° 007/2021, Art. 174.

RouteWho sits in the seatFounder's controlRunning costBank's readingWatch out for
1. Founder relocatesYou, on a Rwandan permitFullYour relocation and permit feesStrong: the owner is on the groundA temporary resident director is needed until the permit is issued
2. Executive directorA resident employeeHigh, through the board and the contractSalary, PAYE and RSSBStrong: management and substance in RwandaAlign employment contract and board appointment
3. Non-executive directorA resident professionalHigh on business, shared on reserved mattersFee agreed between the company and the director or the director's firmGood, if the director is informed and engagedThe director needs access, information and a real mandate
4. Co-founder or partnerYour resident partnerShared, per shareholders' agreementUsually equity rather than feesGood, with clear ownership recordsDependence on one person; plan a replacement

Comparison prepared by Voixa from the provisions cited above. Cost descriptions are qualitative; we do not quote third-party director fees, which depend on the person and the mandate.

Routes combine well. A common pattern is route 3 at formation and route 1 or 2 a year later, when the founder moves or the first general manager is hired. Write the exit of the first resident director into the service agreement from the start, so the change is a formality.

Interactive

Find the route that fits your company

Four questions. The result is a starting point for the conversation, not a legal opinion.

The risks

Why a director in name only fails

A director who signs what arrives and asks nothing is cheaper for a month and expensive after that. Three systems now expose the arrangement.

Beneficial ownership disclosure

Law N° 019/2023 rewrote Art. 116 and added Arts. 116 bis and 116 ter. Every company keeps a record of its beneficial owners, the natural persons who ultimately own or control it, and reports it to the central register at the Registrar General. The Registrar General's guidelines set the threshold at 25% of shares or votes; the law adds a right to appoint or remove a majority of directors and significant influence or control as separate tests. Changes are recorded within 14 days.

The amendment also speaks directly to nominees. A nominee shareholder or nominee director must hold information identifying the person who nominated them and the natural person on whose behalf they ultimately act, and must disclose it to the company. A director who acts on instructions therefore points the register straight back to the person giving them. If that person is a foreign founder who also controls the board through instructions, the founder is a beneficial owner by control, and the file must say so.

Bank due diligence

Rwandan banks identify the directors, the signatories and the beneficial owners of every corporate customer before they open a konti ya banki (bank account), and they review the file again when activity changes. A resident director who cannot explain what the company does, who the customers are or where the money comes from is a warning sign in that interview. Our bank account page sets out what the banks ask first.

Director liability

The resident director's personal exposure under Arts. 147 to 171 does not shrink because the role was described as formal. A professional who understands that will refuse a passive appointment. A person who accepts one either has not read the law or does not intend to rely on it, and neither is a director you want when the tax authority writes.

Sources: Law N° 019/2023 of 30/03/2023, Arts. 1 and 7 to 9 (amending Art. 2 and Art. 116, inserting Arts. 116 bis and 116 ter of Law N° 007/2021), ORG; Office of the Registrar General, beneficial ownership guidelines (March 2023), 25% threshold; Abayo & Co. Advocates (July 2023).

Our position. We do not provide nominee directors or nominee shareholders, and we do not structure companies around them. Where a client asks for a director "for the signature", we explain the routes above instead.

The beneficial ownership declaration and the resident director's consent are prepared together in our files. If the two documents tell different stories about who controls the company, the Registrar General or the bank will notice before you do.

The resident director is the person the bank, the Registrar and the tax authority will call. Choose someone you would want them to reach.Voixa Rwanda

Board practice

Running a board across two countries

The resident rule works best inside a board that has a rhythm, a paper trail and clear lines of authority.

  1. At formation

    Constitutional documents

    The memorandum, optional articles and any shareholders' agreement set the board size, appointment rights, quorum and reserved matters.

  2. First board

    Opening resolutions

    Bank mandate and signatories, accounting reference date, registered office, authority limits and the first powers of attorney.

  3. Each quarter

    Board meeting

    Management accounts, bank statements, tax filings, contracts above the limit, and any interests declared. Minutes signed and filed.

  4. Each year

    Accounts and annual return

    Approve the financial statements, the directors' report and the annual return, which two directors sign.

Meetings and minutes

Art. 145 governs the proceedings of board meetings, and the company's own documents can add detail on notice, quorum and the chair's casting vote. A board with one director abroad and one in Kigali can meet by video, provided the articles allow it and every director can hear and be heard. Keep minutes of every meeting: who attended, what was presented, what was decided and who voted against. The minutes are the evidence that the resident director took part, and they are the first document a bank or an auditor asks for when a decision is questioned.

Written resolutions

For shareholders, Art. 105 of Law N° 007/2021 provides for a written resolution in lieu of a general meeting. For the board, written resolutions signed by all directors are a common and practical tool, and the articles should expressly allow them. Use them for routine items: approving a lease, opening a second account, appointing an auditor. Keep real decisions, such as a large contract or a loan, for a meeting where the resident director can ask questions.

Reserved matters

Reserved matters are decisions the board or the shareholders keep for themselves, and which no single director or manager may take alone. A practical list for a foreign-owned private company includes borrowing above a set amount, granting security over assets, contracts above a value or term, hiring and dismissing senior staff, opening or closing bank accounts, related-party transactions, distributions and any change to the business. The list protects the founder from a resident director acting alone, and protects the resident director from being asked to sign alone.

Delegation and powers of attorney

Art. 146 allows the board to delegate. Delegation should be in writing, limited in scope and value, and reviewed. A power of attorney is the usual instrument for a specific act: signing a lease, representing the company at RRA or collecting documents from the Registrar General. Give it a defined purpose and an end date. A general power of attorney to the founder that bypasses the board undermines the whole point of the resident director and reads badly in a due diligence file.

Interests and related parties

Arts. 166 to 169 require a director with a personal interest in a transaction to disclose it, and restrict that director's vote. In a foreign-owned company the typical interest is a contract with the founder's other companies: a service agreement with the parent, a loan from the shareholder, a licence of a trade mark. Declare these at the board, minute them and price them at arm's length. The transfer pricing rules in Ministerial Order N° 003/26/10/TC apply to the same transactions.

Umuganda and the board calendar

On the last Saturday of each month, umuganda (monthly community work) pauses most businesses and traffic in the morning, roughly from 8:00 to 11:00. Do not set a board meeting, a bank appointment or a signing for that morning. Rwanda is on Central Africa Time, UTC+2, which keeps the time difference to continental Europe at zero to one hour, to the United Kingdom at one to two, and to the Gulf at one to two.

Sources: Law N° 007/2021, Arts. 105, 143, 145, 146 and 166 to 169 (article titles, Official Gazette n° 04 ter of 08/02/2021; Art. 143 as amended by Law N° 019/2023, Art. 11); Ministerial Order N° 003/26/10/TC on transfer pricing; City of Kigali and Government of Rwanda on umuganda.

Send board papers to the resident director at least five working days before the meeting, in English. Directors who receive the pack on the morning of the meeting approve it, and that is exactly the pattern a court or a bank later reads as rubber-stamping.

Geography

Where resident directors live and work

Most professional directors, managers and company service firms are in the City of Kigali, Umujyi wa Kigali (City of Kigali). Its three districts each play a part.

Gasabo DistrictKacyiru, Kimihurura and the Special Economic ZoneGovernment offices, RDB, many law and accounting firms, Kigali Convention Centre, Kigali Special Economic Zone and Kigali Innovation City. Street codes start KG.
Nyarugenge DistrictCentral business districtSeveral banks' head offices, commercial buildings and the older city centre. Street codes start KN.
Kicukiro DistrictKanombe and the airport corridorKigali International Airport, logistics and residential areas. Street codes start KK.
Bugesera DistrictNew Bugesera International AirportUnder construction south of Kigali; relevant for directors of logistics and aviation-related companies.
Western ProvinceRubavu on Lake KivuBorder with Goma in DR Congo; companies trading across the border often want a director who knows the corridor.
Northern ProvinceMusanzeGateway to Volcanoes National Park; hospitality companies there often have a Kigali-based director and a site manager.

Local government is organised in tiers: intara (province), akarere (district), umurenge (sector), akagari (cell) and umudugudu (village). A resident director's address, like the company's registered office, is recorded down to this level. For a company whose operations are outside Kigali, a director in Kigali can still meet the rule, since the test is residence anywhere in Rwanda. Freight from the coast reaches Kigali by the Northern Corridor from Mombasa and the Central Corridor from Dar es Salaam, and a director of a trading company will spend more time on those routes than on any board pack.

Interactive

What your resident director needs from you

A professional who accepts a board seat will ask for these items. Tick what you can already provide.

Illustrations

Three founder profiles

These are illustrative profiles built to show how the routes apply. They are not clients or cases.

Germany Illustration

A software founder in Munich

She registers a Rwandan company to build a development team in Kigali. A resident non-executive director joins at formation; a Kigali general manager is hired after six months and joins the board as executive director. The non-executive director stays on as a second resident director for continuity.

United Arab Emirates Illustration

A trading group in Dubai

The group sets up a Rwandan subsidiary for regional distribution. The group's operations manager relocates to Kigali on an investor permit and becomes the resident director, after a short period with a resident professional on the board while the permit is processed.

Spain Illustration

A consultant in Barcelona

He forms a company with a Rwandan partner who brings local clients. The partner holds 30% and the resident board seat; the shareholders' agreement sets reserved matters, deadlock and a replacement mechanism if the partner leaves.

The country of the founder changes the documents more than the board. A founder in Germany, for example, needs legalised documents rather than apostilles for Rwanda; we explain why in our German documents article. The resident director rule is the same for every nationality.

Legal basis

Laws behind this article

Rwanda Law N° 007/2021 of 05/02/2021Governing companies; Official Gazette n° 04 ter of 08/02/2021. Arts. 7(4) and 157: resident director. Arts. 144 to 152: board and duties. Art. 159: liability. Arts. 166 to 171: interests and opportunities. Art. 172: secretary of public companies. Art. 174: indemnity.
Rwanda Law N° 019/2023 of 30/03/2023Amending Law N° 007/2021. Art. 116: beneficial owners and nominee disclosure; Arts. 116 bis and 116 ter: criteria and central register; Art. 143: annual return.
Rwanda Law N° 66/2018 of 30/08/2018Regulating labour in Rwanda. Art. 13: probation of up to three months, extendable once.
Rwanda Law N° 57/2018 of 13/08/2018Immigration and emigration; permit classes in Ministerial Order N° 06/01 of 29/05/2019.
Rwanda Law N° 027/2022 of 20/10/2022Taxes on income, including PAYE bands.
Rwanda Presidential Order N° 086/01 of 12/12/2024Pension contribution rates, 6% plus 6% from 2025 and 7% plus 7% from 2027.

Sources: Official Gazette of the Republic of Rwanda (via MINICOM and RDB); Office of the Registrar General (org.rdb.rw); DGIE (migration.gov.rw); RSSB; accessed October 2026.

Terms

Words you will meet

IsosiyeteCompany, in Kinyarwanda. The resident director rule applies to every isosiyete registered under Law N° 007/2021.
Umukozi and umukoreshaEmployee and employer. An executive resident director is usually both an umukozi of the company and a member of its board.
AmasezeranoAgreement, contract. The employment contract or service agreement that sits next to the board appointment.
UruhushyaPermit, licence. The investor, entrepreneur or employment permit that lets a foreign director reside in Rwanda.
Reserved mattersDecisions kept for the full board or the shareholders, which no single director or manager takes alone.
Beneficial ownerThe natural person who ultimately owns or controls the company; recorded under Art. 116 and reported to the central register.
ORGOffice of the Registrar General, part of RDB, which registers companies and keeps the central beneficial ownership register.
DGIEDirectorate General of Immigration and Emigration, which issues the permits a foreign resident director holds.
UmugandaNational community work on the last Saturday morning of each month; keep board meetings and signings away from it.

Questions

What founders ask about the resident director

Can I be the only director if I live abroad?

No. You can be a director and the only shareholder, but at least one director must reside in Rwanda under Arts. 7(4) and 157 of Law N° 007/2021. A non-resident sole founder adds a resident director.

Does the resident director have to be Rwandan?

No. The test is residence, and nationality does not matter. A foreigner who lives in Rwanda on a permit can be the resident director. A Rwandan citizen who lives abroad is a weaker fit, because the test is where the person actually lives.

Can the resident director hold no shares?

Yes. A director need not be a shareholder. Directors are appointed by the shareholders and may or may not hold shares themselves.

Does an investment certificate or a large investment remove the rule?

No. The investment certificate brings incentives and permit facilitation, but the companies law applies to every company. The resident director rule stays in place whatever the capital.

Does Voixa provide nominee directors?

No. We do not provide nominee directors or nominee shareholders. We arrange introductions through licensed partners in Kigali to resident professionals who act as non-executive directors with a real mandate, and we confirm their availability for your company before you commit.

What happens if the resident director resigns?

The company must replace them so that at least one director resides in Rwanda, and record the change with the Registrar General. Build a notice period into the director's contract so the replacement can be appointed before the resignation takes effect.

Does a branch need a resident director?

A branch of a foreign company is not a separate company and has no board of its own. It names an authorised representative in Rwanda, who is responsible for its compliance. Our branch page explains the difference.

Can board meetings take place by video?

Yes, if the company's documents allow it and every director can take part. Minute the meeting as you would a physical one. Written resolutions are useful for routine matters.

Who signs the annual return?

Two directors sign it, or the sole member in a single-member company (Art. 143 as amended). In a two-director board with one director abroad, plan the signing in advance.

Next step

Setting up the board before the company

The resident director decision is the first one we take with a client, ahead of the documents and the bank. Once the route is chosen, the formation of a private company is quick: registration through the Office of the Registrar General follows within hours of a complete file, and the TIN and RSSB registration come with it. Our company types guide covers the alternatives, and the permits page covers the move for founders choosing route 1.

Our fees are fixed and quoted in writing; the pricing page explains how we scope a formation with board set-up. Send us your ownership chart, where you live and what the company will do through the contact page, and we reply with the route that fits.

Take your place in Rwanda early

Tell us what you plan to do in Rwanda. You get a recommended structure and a fixed fee in writing, usually within two working days.