Commercial contracts in Rwanda: Law N° 45/2011 on formation, writing and consideration, electronic signatures, impossibility and force majeure, agreed damages and penalties, consumer and competition limits, currency rules, governing law and dispute clauses

The statute and what it left behind

Rwanda's general law of contract is Law N° 45/2011 of 25/11/2011 governing contracts, published in the Official Gazette nº 04bis of 23/01/2012 and in force from publication (Article 165). It repealed Title One of the Decree of 30/07/1888 relating to contracts or conventional obligations and all inconsistent provisions (Article 164). The Law was drafted in English and adopted in Kinyarwanda (Article 163), and its vocabulary of offer, acceptance, consideration, misrepresentation and undue influence will be familiar to common-law lawyers, although Rwanda's wider private law has civil-law roots and the Gazette text runs in Kinyarwanda, English and French side by side. It remains in force and has not been replaced; the Rwanda Law Reform Commission's laws-in-force collection lists it as current in October 2026.

The 1888 Decree has not entirely gone. Article 162 provides that it remains effective for obligations arising without agreement, special contracts, civil liabilities and limitations until specific laws governing those matters are published. The English text reads "no contractual obligations", but the French ("les engagements qui se forment sans convention") and Kinyarwanda versions show that non-contractual obligations are meant. Rwanda has specific statutes for some contracts, such as employment (Law N° 66/2018 of 30/08/2018 regulating labour in Rwanda), land and leases, insurance and public procurement, but none was found for commercial agency, distribution or franchising, so those rest on Law N° 45/2011, on the surviving parts of the 1888 Decree and on what the parties write. The same applies to limitation periods for contractual claims: they rest partly on the 1888 Decree through Article 162, and this guide has not verified a general figure, so a party with a claim should act promptly and take local advice on the period that applies.

Formation: assent, capacity, object, cause and consideration

Article 4 lists the general requirements for the formation of a contract: mutual assent, capacity to contract, an object matter and a licit cause. There must be at least two parties (Article 5). Assent is reached by offer and acceptance (Articles 8 to 32): an offer must be sufficiently certain in its terms (Article 13), lapses at the end of its stated or a reasonable duration (Articles 14 and 18), may be withdrawn before acceptance (Article 19), and is accepted by any reasonable means, including by telephone or other means of instantaneous communication (Articles 23, 30 and 31). Silence is acceptance only in the cases the Law lists (Article 32), so a supplier's general terms sent with a delivery note do not bind a buyer that simply says nothing.

The Law also requires consideration (Article 33), in the common-law sense of something given in exchange for the promise. A promise without consideration is nevertheless binding if it is in writing and signed, the document is delivered to the promisee, and both promisor and promisee are named or otherwise identified in it (Article 41). Comfort letters, parent company undertakings and gratuitous waivers should therefore be written, signed and delivered in that form. A contract may be avoided for mistake of both parties or, in narrower cases, of one party, for misrepresentation, for duress or threats and for undue influence (Articles 46 to 57). Under Article 73 a party prejudiced by lesion, a gross imbalance existing when the contract was made, may ask the court to order non-performance of the contract or to enforce the rest of it without the offending clauses.

Writing, signature and notarisation

Most commercial contracts are valid without a particular form, but Article 42 requires five types of contract governed by the Law to be evidenced in writing: a contract whose performance lasts more than one year; a contract affecting immovable property; a suretyship; a contract for the sale of goods for a price exceeding FRW 50,000; and a contract for the sale of securities. Other laws may add further types. The writing need not be a formal agreement: a signed document indicating the performance is sufficient proof (Article 43); a writing signed by only some of the parties binds those who signed it (Article 44); and it may be made before or after the contract is formed (Article 45). Since a sale of goods above FRW 50,000 is a very low threshold, a written purchase order and signed acceptance should be treated as the minimum for every trade sale.

For a company, Article 47 of Law N° 007/2021 of 05/02/2021 governing companies sets who signs. An obligation that the law requires to be made in writing is entered into in writing signed under the company's name by two or more directors in a public company; by one director, the company secretary or both; by the sole director of a private company; by any other director or person the incorporation documents authorise; or by an attorney appointed under the Law. Any other obligation may be entered into by a person acting with express or implied authority. The rule applies whether the contract is made in Rwanda or abroad and whatever law governs it, and a company may also empower a nominee in writing to sign on its behalf (Article 48). Asking a Rwandan counterparty for a board resolution or power of attorney, and checking it against the director list on the RDB register, is the usual precaution (Directors, governance and the company secretary).

Notarisation is required where a specific law demands it, most importantly for transactions in immovable property, which also pass through the land registry (Commercial leases, offices and housing). The notary law, Law N° 13bis/2014 of 21/05/2014 as amended by Law N° 017/2023 of 30/03/2023, together with Ministerial Order nº 002/MOJ/AG/23 of 22/06/2023, allows private notaries and electronic notarial services alongside public notaries. Documents signed abroad for use in Rwanda can be apostilled since Rwanda became a party to the Hague Apostille Convention on 5 June 2024, except documents from Germany, which objected to Rwanda's accession, and individual authorities may still state their own authentication requirements.

Electronic contracts and signatures

Electronic contracting rests on two statutes. Law N° 24/2016 of 18/06/2016 governing information and communication technologies, which repealed the earlier Law N° 18/2010 on electronic messages, electronic signatures and electronic transactions (Article 309), provides that electronic records are valid (Article 134), that contracts formed by electronic messages are valid unless both parties agreed otherwise or the law provides otherwise (Article 158), that persons may use electronic signatures under certificate rules set by the Rwanda Utilities Regulatory Authority (RURA) (Article 147), that equivalent foreign certificates are recognised (Article 148) and that notarisation may be done electronically (Article 149). The Prime Minister's Order that Article 133 contemplates to list excluded transactions was not found, so the exclusions should be checked case by case; land transactions in any event follow their own registry procedures.

On proof, Law N° 062/2024 of 20/06/2024 governing evidence, which replaced the 2004 evidence law, gives an electronic signature "probative value as any other evidence" (Article 42). The party relying on an ordinary electronic signature must prove that it is attributable to the signatory, unless the signature is a secure one (Article 43), and parties may agree in advance how electronic evidence between them will be treated (Article 40). A clicked acceptance or a scanned signature on a PDF is therefore usable, but a contract of real value should either use a certified secure signature or include an evidence clause in which the parties agree that their electronic exchanges and signatures bind them. The data in the contract is a separate matter: written processor contracts and the cross-border rules of Law N° 058/2021 of 13/10/2021 relating to the protection of personal data and privacy apply to contracts involving personal data (Personal data protection).

Performance, impossibility, force majeure and change in law

Parties may make obligations subject to a suspensive condition, under which the obligation arises only if the event occurs, or a resolutive condition, under which it ends if the event occurs (Articles 77 and 79), which is how regulatory approvals and financing conditions are usually expressed. A performance bond may secure performance (Article 90).

Article 92 provides that where a party's performance is made impossible for reasons beyond his or her control, including the absence of the object matter of the contract or another case of force majeure, the obligation is extinguished unless the circumstances indicate otherwise. The death or incapacity of a person whose existence is necessary for performance (Article 93), and the non-existence, absence or deterioration of a thing necessary for it (Article 94), are treated the same way. Under Article 95, where performance is made impossible by compliance with a new regulation, that regulation is treated as an event not foreseen when the contract was made. Partial impossibility leaves the rest of the debtor's obligations in place if the remainder is still practicable and substantial, or if the creditor agrees within a reasonable time to perform its own obligations in full (Article 96). A party whose performance is excused by impossibility releases the other party from its counter-obligation unless that party assumed the risk (Article 97).

These rules cover impossibility, not hardship. No general article allowing a court to revise a contract that has merely become more expensive to perform was identified in the Law; practitioner commentary describes renegotiation and revision in some circumstances, but a contract should not rely on it. Long-term supply, construction and offtake contracts should therefore define force majeure events, notice periods, mitigation, suspension and termination rights, and include an express change-in-law and hardship clause with a price-adjustment or renegotiation mechanism.

Remedies: damages, penalties, specific performance and assignment

The aggrieved party may claim damages, and where the breach is a failure to pay money or render a performance of fixed or ascertainable value, interest runs from the date performance was due (Article 144). Punitive damages may not be granted for breach of contract unless the conduct constituting the breach is also an offence for which the claimant may claim damages as a sanction (Article 145). Under Article 146 the parties may agree the damages for breach in the contract, but only "at a reasonable amount based on the actual loss or potential loss" or where loss would be difficult to prove; a clause fixing excessive damages is unenforceable on grounds of public order because it is considered a penalty. Delay damages, service credits and termination payments should therefore be calibrated to a genuine estimate of loss and the calculation recorded.

Specific performance is available. The court may order a party that has breached, or is about to breach, to perform, or may prohibit conduct (Articles 147 and 148), unless damages would adequately protect the claimant's expected interest, judged by the difficulty of proving loss, of substituting money for performance and of collecting damages (Articles 149 and 150). An agreed-damages clause does not exclude specific performance (Article 151). Contractual rights may be assigned unless the substitution would materially change the debtor's obligations, the law or public order forbids it, or the contract precludes it (Article 120); obligations may be delegated to a third party unless prohibited, but the original debtor is not released unless the creditor agrees (Article 121). Change-of-control, assignment and novation clauses should be drafted with these defaults in mind.

Rules that override the bargain: consumers, competition and currency

Law n° 011/2026 of 26/02/2026 relating to competition and consumer protection, in force since 4 March 2026 and administered by the "Regulatory Authority", the State organ in charge of competition and consumer protection, currently the Rwanda Inspectorate, Competition and Consumer Protection Authority (RICA), sets three limits. First, under Article 24 terms detrimental to consumers are void, including terms that create a significant imbalance, terms incorporated without the consumer's notice, unilateral amendment rights and terms leaving the seller alone to judge whether goods conform. Second, under Article 5 vertical agreements that restrict online sales or impose minimum resale prices are prohibited, although a supplier may recommend prices marked as a "recommended price"; prohibited agreements may be authorised on efficiency grounds for a limited period (Articles 6 and 7), and breaches are fined up to 5% of the preceding year's annual turnover (Article 66). Third, e-commerce sellers and online intermediaries need a RICA licence (Article 44), must disclose their identity and a physical address in Rwanda (Article 42) and must allow consumers to withdraw within seven days of receipt with a refund within 15 days (Article 47); existing operators had six months from 4 March 2026 to conform (Article 73) (E-commerce, fintech and AI).

Currency is the trap most often missed by foreign drafters. Under Article 39 of Law N° 033/2026 of 24/07/2026 governing the National Bank of Rwanda, a monetary obligation in Rwanda is presumed to be expressed and settled in Rwandan francs unless other laws provide otherwise. Regulation N° 42/2022 governing foreign exchange operations, as amended by Regulations N° 89/2025 of 23/05/2025, treats displaying, quoting, invoicing and fixing contract prices in foreign currency as pricing in foreign currency, which is permitted for payments for imported or exported goods and services and for businesses that are deemed or authorised dealers, but otherwise needs authorisation from the National Bank of Rwanda (BNR); pricing without permission is fined FRW 5,000,000 for a first breach and transacting without permission 50% of the amount (Foreign exchange rules). A dollar price in a contract between two Rwandan businesses for a domestic supply should therefore be checked against these rules before signature.

Governing law, forum and the dispute clause

Practitioner commentary confirms that parties to a commercial contract may choose its governing law and forum, subject to public policy and to mandatory Rwandan rules such as those on land, employment, tax, currency, competition and consumers. Rwandan courts have jurisdiction over foreign parties where they consented, where the contract was made or performed in Rwanda, where attachment or interim measures are sought in Rwanda or where a co-defendant is domiciled there (Article 14 of Law N° 30/2018 of 02/06/2018 determining the jurisdiction of courts), and the Commercial Court in Kigali hears commercial disputes above the FRW 5,000,000 limit of the Primary Courts' commercial jurisdiction. An exclusive foreign-court clause is not guaranteed effect: in Great Lakes Cement v Damco Tanzania (Supreme Court, 12 June 2015) an exclusive London jurisdiction clause was not applied because the parties had not shown that the London court was competent and convenient given the costs and the value of the claim. Submissions to Rwandan courts are filed in Kinyarwanda (Article 69 of Law No 22/2018 of 29/04/2018 relating to the civil, commercial, labour and administrative procedure), so English-only contracts will need translation if litigated (The court system and choice of forum).

Arbitration avoids most of these issues. Under Law N° 005/2008 of 14/02/2008 on arbitration and conciliation in commercial matters the agreement must be in writing, and an exchange of emails qualifies (Article 9); a court must refer a dispute covered by a valid agreement if asked before submissions on the merits (Article 10); the parties choose the language (Article 34); and if they fail to agree a seat, the arbitration is seated in Rwanda (Article 32). Awards may be challenged within 30 days before the Commercial High Court, whose ruling cannot be appealed, and Rwanda has applied the New York Convention since 29 January 2009 (Arbitration law and KIAC). Contractual negotiation or mediation steps matter: a court registrar refuses to register a claim without proof that an agreed amicable-settlement step was used (Law No 22/2018, Article 21), and the Supreme Court enforced a pre-arbitration step in Cheon Kwang v Government of Rwanda (30 June 2017). Contracts with Government bodies are different: Article 14 of Ministerial Instructions No 612/08.11 of 16/04/2014 bars officials from agreeing ad hoc arbitration or any international arbitration clause other than one referring to the Kigali International Arbitration Centre (KIAC).