Capital markets, project finance and KIFC funds: the Capital Market Authority and the Rwanda Stock Exchange, public offers and listing, foreign-currency and green bonds, governance and takeover rules for listed companies, the central securities depository and netting law, tax on securities, collective investment schemes, trusts and foundations under the Kigali International Financial Centre, public-private partnerships, and what project lenders need

The market and its regulators

Rwanda's capital market is small but its legal framework is modern and has been substantially renewed since 2021. The Capital Market Authority (CMA), established by Law N° 057/2021 bis of 18/09/2021, regulates securities, collective investment schemes, trusts business, the central securities depository and, since Law N° 023/2026 of 25/05/2026, virtual asset service providers. The core statute is Law N° 01/2011 of 10/02/2011 regulating capital market in Rwanda (the Capital Market Law), published in the Official Gazette n° 13bis of 28/03/2011 and modified by Law N° 45/2018 of 13/08/2018, which rewrote the insider-dealing and offence provisions. The Rwanda Stock Exchange (RSE) operates Main, SME, Fixed Income, Green and multi-currency segments, and on 9 October 2026 listed ten equities with a total market capitalisation of RWF 6,728,252,759,081. The National Bank of Rwanda (BNR) operates the central securities depository and supervises banks and insurers, so a listed bank or insurer answers to both regulators.

Under Article 6 of the Capital Market Law no one may carry on capital market business in Rwanda, as defined by the activities in Annex II of the law, unless licensed, approved or exempted, and a foreign person may be authorised if the CMA is satisfied that it is regulated and licensed by a foreign agency with equivalent powers. The CMA's published rules include regulations on takeovers, fees, licensees' financial reporting, credit rating agencies, real estate investment trusts, leveraged foreign exchange trading (February 2024), administrative sanctions for anti-money-laundering failures, the licensing of central securities depository operators and participants, and, since 2 October 2026, Regulations N° 002/CMA/2026 of 02/10/2026 relating to the capital market corporate governance, which replaced the 2012 corporate governance code. A draft Capital Market Business Bill circulated in August 2025 would replace the 2011 law and add a regulatory sandbox, Islamic securities and recognition of foreign rating agencies; its enactment had not been confirmed at 10 October 2026.

Raising capital: public offers, listing and governance

The gateway rule is Article 54 of the Capital Market Law: no person in Rwanda may offer capital market instruments for subscription or sale to the public, or to a section of the public, unless it first publishes a duly signed prospectus, a copy of which must be filed with the CMA for prior approval. The prospectus must comply with the companies law and the CMA's rules on issuing instruments to the public (Article 53), and debt issues follow the CMA's Regulation N° 15 on the issuance of capital market debt securities. Listing on the RSE then requires compliance with the exchange's rules for the relevant segment. Whether an offer to a limited group of professional investors is an offer to 'a section of the public' depends on the CMA's rules and practice and should be checked before any placement, and the intermediaries involved must in any case be licensed.

A listed company accepts continuing obligations. Regulations N° 002/CMA/2026 apply to listed companies and other issuers and require material information to be published immediately (Articles 3 and 39); the press has reported that they also separate the roles of chair and chief executive. Insider dealing is an offence punishable by three to five years' imprisonment and a fine of RWF 80,000,000 to RWF 100,000,000 under Article 69 of the Capital Market Law as replaced in 2018, and refusing without good reason to comply with investigators' requirements by one to two years' imprisonment and a fine of RWF 3,000,000 to RWF 5,000,000, or one of them (Article 72 bis, inserted in 2018). Takeovers of listed companies follow the Capital Markets (Takeovers) Regulations N° 10 of 2012, with a mandatory offer when a holding reaches 25% and disclosure of holdings crossing 5%; the timetable is explained in Public companies, the Rwanda Stock Exchange and takeovers. The company law rules on directors, including the resident director and company secretary, are in Directors, governance and the company secretary.

Foreign-currency and sustainable bonds

Rwanda's Rwandan-franc rule, which presumes domestic obligations are settled in francs, would ordinarily stand in the way of dollar-denominated securities. CMA Directive N° 01/2025 of 30/10/2025 establishing rules governing the issuance and trading of multicurrency denominated securities, signed on 20 November 2025 and in force on signature, provides the route. Under Article 2, eligible issuers may issue securities denominated in any currency other than the Rwandan franc. Article 3 lists the eligible issuers: the Government of Rwanda, corporates that generate foreign-currency revenues from their operations, foreign entities and multilateral organisations. Article 4 limits the investors to corporates with foreign-currency revenues, foreign investors, Rwandans living abroad, international organisations with foreign currency sourced from abroad and expatriates with justifiable foreign-currency income. Under Article 5 the BNR oversees the stability and prudential management of multicurrency activities with the CMA and the RSE. A tourism, mining or export business that earns dollars can therefore raise dollar debt on the domestic market without creating a currency mismatch, while ordinary Rwandan retail investors remain in the franc market (Foreign exchange rules).

CMA Guidelines N° 003/CMA_G/2024 of 09/12/2024 on the issuance of green, social, sustainability and other labelled (GSS+) bonds apply to listed and unlisted labelled bonds. They align with the International Capital Market Association's Green Bond Principles and related guidelines and, where applicable, Rwanda's green taxonomy. An issuer adopts a GSS+ bond framework, obtains a pre-issuance review from an independent external reviewer, manages the proceeds of a use-of-proceeds bond for eligible projects, or for a general-purpose sustainability-linked bond selects key performance indicators and sustainability performance targets, and reports on allocation and impact after issue, with post-issuance external review. The CMA may act on breaches and the exchange may suspend trading (Articles 12 and 13). The BNR's Guidelines N° 040/2024 of 25 November 2024 on sustainability disclosure for financial institutions complement the regime on the lender side.

Investing as a portfolio investor

Foreign portfolio investment is open. Article 25 of Regulation N° 42/2022 of 13/04/2022 governing foreign exchange operations liberalises portfolio investment between residents and non-residents, a non-resident may hold a Rwandan franc non-resident account and a foreign-currency account, and the proceeds of sale and income may be repatriated under Article 12 of Law N° 006/2021 of 05/02/2021 on Investment Promotion and Facilitation once tax has been paid (Repatriating profits and capital). Securities are held in book-entry form through the central securities depository, and an investor deals through a CMA-licensed broker and a custodian.

The tax position favours listed and pooled investments. Gains on listed securities on an exchange operating in Rwanda and on units of collective investment schemes are exempt from capital gains tax (Article 38 of Law N° 027/2022 of 20/10/2022 establishing taxes on income), whereas a gain on unlisted shares bears 10% since 29 May 2025. Dividends and interest on listed securities bear 5% withholding tax when paid to residents of Rwanda or another East African Community (EAC) Partner State, and 15% or the treaty rate otherwise; interest on Treasury bonds with a maturity of at least three years bears 5%; and distributions to holders of units in a collective investment scheme are outside dividend withholding tax. Point XI of the Annex to the Investment Code separately states a 5% rate on dividends and interest paid to 'an investor investing in a company listed on the Rwanda Stock Exchange', without the residence condition in Article 60; whether a non-EAC investor can rely on it has not been settled in any published ruling, and RRA's position should be confirmed before relying on it (Withholding taxes and tax treaties).

Investors in listed banks should note the banking law's ownership rules. Under Law N° 044/2024 of 30/05/2024 governing banks, acquiring a significant holding of 5% of a bank's capital or votes needs prior BNR authorisation, no person with related parties may hold more than 25% of a bank unless the BNR authorises a reputable institution to exceed it, and shares held in breach carry no votes or dividends (Articles 20 and 21).

Funds, trusts and foundations under the Kigali International Financial Centre

The Kigali International Financial Centre (KIFC) is not a separate jurisdiction: a fund in Kigali is an ordinary Rwandan vehicle under the 2021 vehicle laws, supervised by the ordinary regulators, with access to the Investment Code's preferential tax regimes if it meets their substance tests. The tax regimes, the substance conditions and the role of Rwanda Finance Limited are explained in Kigali International Financial Centre; this part concentrates on the fund rules (FAQ 68).

A collective investment scheme (CIS) must be licensed by the CMA under Law N° 062/2021 of 14/10/2021 governing collective investment schemes, or exempted where it meets the criteria of Article 20 of that law, in which case it must still comply with Article 21. The scheme's operator must be a licensed investment manager and the scheme must have a licensed custodian, which may act as corporate trustee of a unit trust or depositary of a partnership or contractual scheme; for the 3% regime in point II of the Investment Code Annex, the scheme's manager, custodian and operator must be established in Rwanda, at least 30% of its professional staff must be Rwandan, at least 25% of its directors must reside in Rwanda and at least half the board must attend board meetings in Rwanda, and the fund must reach USD 1,000,000 within three years and spend at least USD 50,000 a year in Rwanda. KIFC states that a licensed scheme pays an annual fee of RWF 1,000,000 and a prospectus approval fee of 0.05% of the offer, and that licences are issued within 30 days of a complete application. The CMA's regulations under the 2021 law were reported as still in draft in 2026, so licensing detail rests partly on CMA practice. Fund vehicles may also take the form of a trust under Law N° 063/2021 of 14/10/2021 governing trusts, a foundation under Law N° 059/2021 of 14/10/2021, or a partnership, which KIFC describes as tax-transparent.

Three further rules make Kigali workable for international funds. KIFC-regime entities recommended by Rwanda Finance Limited are deemed authorised to transact in foreign currency under BNR Directive N° 4230/2025-00042 of 17/09/2025, so a fund can keep its books, commitments and distributions in US dollars. Units of collective investment schemes are exempt from capital gains tax, and distributions to unit holders are outside withholding tax. And a fund manager, custodian or trustee is a reporting person under the anti-money-laundering law, which must register with the Financial Intelligence Centre within 30 days of incorporation and apply due diligence to investors (Anti-money-laundering and sanctions compliance). Real estate investment trusts have their own CMA rules, described in Mortgages, security and real estate business.

Project finance and public-private partnerships

Infrastructure is commonly delivered through public-private partnerships (PPPs) under Law N° 14/2016 of 02/05/2016 governing public private partnerships, in force since 30 May 2016 and still the only PPP statute on the law portal. It recognises management contracts, build-own-operate, build-operate-transfer and lease-develop-operate structures, with others by Prime Minister's Order (Article 3), in sectors including transport, energy, social affairs, tourism, natural resources and environment, and telecommunications and information technology (Article 5). A PPP Steering Committee, comprising the ministers in charge of finance and infrastructure, the chief executive of RDB and the head of the contracting authority, approves projects and preferred bidders (Articles 7 and 8); the contracting authority procures and signs (Article 9); and RDB leads the negotiations (Article 10). The procedure runs from feasibility study and expressions of interest through shortlisting, bids and preferred bidder to negotiation and signature (Articles 13 to 24), with complaints lodged within seven days and decided within 15 (Article 22), and direct engagement allowed in listed cases (Articles 25 to 28). The law sets no maximum term: the agreement fixes duration, dispute resolution and termination (Article 12). Prime Minister's Order N° 75/03 of 08/06/2017 governs the Steering Committee.

Project debt usually comes from abroad. Rwandan residents may freely contract foreign-currency loans from non-resident banks, international financial institutions and other non-residents, with no BNR approval, and banks record repayments for reporting (Article 26 of Regulation N° 42/2022). Interest paid abroad bears 15% withholding tax, but interest on loans from a foreign development finance institution that is exempt from income tax in its home country is excluded, and the four-to-one limit on deducting interest concerns related-party interest, not interest paid to unrelated lenders (Offshore loans and external borrowing). A local tranche from a Rwandan bank in foreign currency is governed by BNR Directive N° 46/2026 of 08/04/2026 on lending in foreign currency: the borrower must earn foreign currency or be authorised to transact in it, with foreign-currency cash flow of at least 120% of annual debt service; repayment must be in the loan currency; collateral from non-residents must cover at least 120% of the loan, or 100% if cash or a guarantee in the same currency; and the bank needs BNR non-objection to lend above 20% of its core capital, answered within ten working days. The BNR's list of supervised banks shows the Development Bank of Rwanda (BRD) as a development bank, a category that carries minimum paid-up cash capital of RWF 50,000,000,000 under the 2018 regulation on licensing conditions of banks.

Lenders take security under Rwandan law. Mortgages over land rights, including leaseholds, are registered by the Registrar General at RDB under Law N° 10/2009 of 14/05/2009 on mortgages, and security over movable assets under Law N° 34/2013 on security interests in movable property, also registered with the Registrar General, with priority generally by date of registration (Mortgages, security and real estate business). On insolvency under Law N° 075/2021 of 06/12/2021 relating to insolvency, secured creditors are largely outside the stay and rescue finance ranks ahead of unsecured debts, as explained in Insolvency and restructuring. Disputes under project documents are usually referred to arbitration at the Kigali International Arbitration Centre (KIAC) or abroad; Rwanda is a party to the New York Convention and the ICSID Convention (Arbitration law and KIAC).

Netting, collateral and the central securities depository

Law N° 016/2025 of 02/06/2025 governing the central securities depository, qualified financial contracts and netting agreements, published on 3 June 2025, gives Rwanda the close-out netting certainty that derivatives counterparties, repo lenders and international banks require. A person who establishes or operates a central securities depository needs a CMA licence, although the BNR may conduct depository activities without one (Article 4). Book-entry securities may be pledged and used as collateral (Articles 22 and 36), and the realisation, appropriation or liquidation of collateral takes effect without prior notice or consent unless otherwise agreed, in a commercially reasonable manner (Article 51).

A netting clause in a qualified financial contract, and the collateral supporting it, is enforceable in accordance with its terms against an insolvent party and its guarantor, and may not be stayed, avoided or limited by the insolvency practitioner or the insolvency law (Article 40). Insolvency laws do not apply to netting, collateral or settlement transactions of this kind (Article 45), close-out net balances stand on insolvency (Article 46), and transfers under a netting agreement cannot be avoided as preferences or for occurring during a suspect period (Article 47). The protection extends to qualified institutions listed in Article 35, which include the BNR, the Government, licensed financial service providers, development banks and international organisations, listed issuers, insurers, special purpose vehicles and their foreign equivalents. A qualified institution files a notice of each qualified financial contract with a central securities depository operator (Article 37), although failing to file does not make the contract void (Article 38). A counterparty to a financial institution in resolution may not terminate merely because resolution has begun (Article 41).

Launching a Kigali fund on the KIFC regime

1. Choose the vehicleCompany, unit trust under Law N° 063/2021, partnership, foundation or contractual scheme; decide whether the fund will be offered to the public (licence) or qualify for exemption under Article 20 of Law N° 062/2021.
2. Appoint the manager and custodianUse a CMA-licensed investment manager and a licensed custodian; if the 3% regime is wanted, the manager, custodian and operator must be established in Rwanda and the staffing and board-residence conditions in point II of the Investment Code Annex must be met.
3. Register and licenseRegister the vehicle with the Registrar General at RDB, file the fund documents and prospectus with the CMA, and pay the 0.05% prospectus fee; KIFC states licences issue within 30 days of a complete application.
4. Obtain the investment certificateApply to RDB for the certificate on which the 3% corporate income tax and 0% withholding tax depend, showing how the fund will reach USD 1,000,000 within three years and spend USD 50,000 a year in Rwanda.
5. Secure foreign-currency statusObtain Rwanda Finance Limited's recommendation, which makes the fund a deemed authorised dealer in foreign currency under Directive N° 4230/2025-00042, and open franc and dollar accounts.
6. Put compliance in placeRegister the manager and custodian with the Financial Intelligence Centre within 30 days of incorporation, appoint a compliance officer and apply investor due diligence.
7. Operate and reportHold board meetings in Kigali, file CMA activity reports and pay the RWF 1,000,000 annual fee, file tax returns at 3%, and keep the substance evidence for audits.