Chapter 2 · Section 2.7 of 8
Compliance calendar after registration: the first 30 days, the monthly and quarterly tax and RSSB cycle, annual accounts, audit and the annual return, event-driven filings, fines, dormancy and removal from the register
What you need to know
- A private company must deliver its signed and approved annual accounts, auditor's report and directors' report to the Registrar General of the Rwanda Development Board (RDB) within seven months of its accounting reference date, and a public company within four months (Article 142 of Law N° 007/2021 of 05/02/2021 governing companies); each director of a company in default faces a fine of FRW 1,000,000 to FRW 10,000,000 (Article 332).
- Every company, active or dormant, files an annual return signed by two directors, or by the sole member where there is only one, in the month allocated by the Registrar General, including its beneficial owners (Article 143 as amended by Law N° 019/2023); not filing is a ground for removal from the register (Article 281).
- Every company appoints an external auditor (Article 131) unless it is a registered dormant company (Article 268); separately, the Rwanda Revenue Authority (RRA) requires financial statements certified by an approved professional where turnover is FRW 1,000,000,000 or more, a threshold raised from FRW 600,000,000 by Ministerial Order N° 009/26/10/TC with effect from 25 September 2026.
- Corporate income tax returns and payment are due by 31 March, with prepayments by 30 June, 30 September and 31 December; VAT and PAYE are declared quarterly within 15 days of the quarter where turnover is FRW 200,000,000 or less and monthly within 15 days above it; withholding tax is due within 15 days after the month.
- Rwanda Social Security Board (RSSB) pension contributions of 12% of gross pay (6% employer, 6% employee), rising to 14% on 1 January 2027, with 0.6% maternity, 2% occupational hazards and the 0.5% community-based health insurance levy, are declared and paid by the 15th of the following month, with a 1.5% monthly penalty for lateness (Law N° 05/2015, Articles 10 to 12).
Three authorities, one calendar
Registration with RDB takes hours (Registering a company with RDB step by step); compliance lasts as long as the company exists. A Rwandan company answers to three main authorities. The Office of the Registrar General (ORG) at RDB receives the annual accounts, the annual return, beneficial ownership information and notices of change under Law N° 007/2021 of 05/02/2021 governing companies, as amended by Law N° 019/2023 of 30/03/2023, and imposes administrative fines under Article 338. The Rwanda Revenue Authority (RRA) collects corporate income tax, VAT, pay-as-you-earn (PAYE), withholding taxes and, for the Districts and the City of Kigali, trading licence and property taxes, under Law N° 020/2023 of 31/03/2023 on tax procedures and the substantive tax laws. The Rwanda Social Security Board (RSSB) collects pension, maternity, occupational hazards and community-based health insurance contributions. Employers also deal with the labour inspectorate and, for foreign staff, the Directorate General of Immigration and Emigration (DGIE); registered investors report to RDB under the Investment Code.
The deadlines cluster around two dates: the 15th of each month or quarter for tax and social security, and fixed annual dates for accounts and returns. The table below sets out the calendar for a private company with a 31 December year end; the paragraphs explain each layer. Older summaries, including some FAQ answers, still state that PAYE and VAT are always monthly and that only companies with turnover above FRW 600 million file audited accounts; neither is correct in October 2026.
The first 30 days
On incorporation the company receives a company code that, according to RDB's procedures, also serves as its taxpayer identification number (TIN) and social security number, so no separate TIN application is needed. The Registrar General also allocates, by written notice, the month in which the company must file its annual return each year (Article 143 as amended). Under Law N° 020/2023 a business registers for tax within seven days of starting and reports changes within seven days. VAT registration is compulsory, within seven days, once turnover exceeded FRW 20,000,000 in the previous year or FRW 5,000,000 in the preceding quarter, and a company may register voluntarily before that (VAT and electronic invoicing). A company carrying on a taxable activity must issue invoices from an RRA-certified electronic invoicing system; since 25 September 2026 Ministerial Order N° 006/26/10/TC of 24/09/2026 requires it, among other things, to display a public notice showing its TIN, the system's identification number and its VAT status, and to report the theft of the device within 12 hours and damage within 6 hours.
Trading licence tax is registered at Sector level through RRA's local government portal (localgov.rra.gov.rw); micro-enterprises and small businesses are exempt for the first two years after their establishment (Article 36 of Law N° 048/2023 of 05/09/2023 determining the sources of revenue and property of decentralised entities), so a new company should check whether it falls within those categories. The board may appoint the first auditor without a shareholders' resolution (Article 132); if no auditor is appointed, the Registrar General may direct the company to appoint one within 30 days.
Hiring triggers its own deadlines. The employer registers with RSSB within seven working days of hiring its first employee and registers each new employee within seven working days (Law N° 05/2015 of 30/03/2015 governing the organization of pension schemes, Article 6, as amended). It declares the enterprise and its staff to the labour inspector within one month of opening (Article 116 of Law N° 66/2018 of 30/08/2018 regulating labour in Rwanda) and, once it has five or more employees, adopts rules of procedure after consulting staff representatives and sends a copy to the inspector within 30 days (Articles 100 and 101). Foreign employees apply for permits within 15 working days of entry, of signing the contract in Rwanda or of business registration (Work permits and residence permits).
The monthly and quarterly cycle
By the 15th of each month the company declares and pays withholding tax deducted in the previous month (Article 64 of Law N° 027/2022 of 20/10/2022 establishing taxes on income), including the 15% tax on dividends, interest, royalties and service fees paid to non-residents and the 3% or 15% on public tenders (Withholding taxes and tax treaties). By the same date it declares and pays RSSB contributions for the previous month's payroll: pension at 12% of gross pay including benefits in kind, shared 6% by the employer and 6% by the employee since 1 January 2025 under Presidential Order N° 086/01 of 12/12/2024; maternity at 0.6%, shared equally; occupational hazards at 2%, paid by the employer; and the 0.5% community-based health insurance levy on employees' net salary, withheld by the employer under Prime Minister's Order N° 001/03 of 16/02/2026 (Social security (RSSB) contributions). Late pension contributions attract a penalty of 1.5% a month, part months counting in full, and are never time-barred (Law N° 05/2015, Articles 10 to 12). A company whose shareholders sell shares also withholds or declares the 10% capital gains tax within 15 days after the month of the transfer, under Law N° 014/2025 of 27/05/2025.
VAT and PAYE depend on size. Under Commissioner General Instructions N° 001/2023 of 11/01/2023 and the VAT law, Law N° 049/2023 of 05/09/2023, a taxpayer with turnover of FRW 200,000,000 or less declares quarterly, by 15 April, 15 July, 15 October and 15 January, and may opt for monthly filing, an option that binds for two years; above that figure the returns are monthly, within 15 days after the month. Nil VAT returns are compulsory. Corporate income tax prepayments fall due by 30 June, 30 September and 31 December, each calculated as the previous year's tax divided by the previous year's turnover, multiplied by the turnover of the quarter, less withholding tax suffered (Article 33 of the income tax law).
The annual cycle: tax
The annual corporate income tax return, with the financial statements, is filed and the balance of tax paid by 31 March (Article 9 of the income tax law as amended by Law N° 051/2023 of 05/09/2023) (Corporate income tax). Since 25 September 2026, Ministerial Order N° 009/26/10/TC of 24/09/2026 requires the statements of a taxpayer with turnover of FRW 1,000,000,000 or more to be certified by a professional approved by RRA, replacing the FRW 600,000,000 threshold of Ministerial Order N° 004/19/10/TC of 29/04/2019; listed categories of distributors and similar traders are carved out unless their income exceeds the threshold. Where certified statements are not ready, a taxpayer whose request is approved by RRA may file a provisional declaration and pay by 31 March and submit the declaration with certified statements within three months (Article 9 of the income tax law as amended in 2023); missing certified statements are fined FRW 500,000 a month under Law N° 020/2023. Transfer pricing documentation is prepared and submitted by the income tax deadline and produced within seven days of an RRA request, unless the company is within the small-taxpayer exemption in Article 19 of Ministerial Order N° 003/26/10/TC of 29/04/2026 (Transfer pricing and international tax).
Decentralised taxes have their own dates under Law N° 048/2023: the trading licence tax declaration for the calendar year is filed by 31 January (Article 30), and immovable property tax is paid by 31 December of each year, with the declaration filed by 31 December of the first year of each assessment cycle (Articles 18 and 22), both collected by RRA for the Districts (Capital gains, property and other taxes). A registered investor holding an investment certificate files its financial report with RDB within three months after the end of the financial year and keeps operating data for five years (Article 26 of Law N° 006/2021 of 05/02/2021 on Investment Promotion and Facilitation).
The annual cycle: accounts, audit, meeting and return
Under Article 142 the directors ensure that the company delivers to the Registrar General, not later than seven months after its accounting reference date for a private company and four months for a public company, a copy of the signed and approved annual accounts, the auditor's report on them and the directors' report for the same period. For a 31 December year end the deadlines are 31 July and 30 April. Each director of a company that fails to deliver is liable to a fine of FRW 1,000,000 to FRW 10,000,000 (Article 332). The accounting reference date may be changed so long as the gap between two reference dates does not exceed fifteen months (Article 122). A foreign company has six months (Branches of foreign companies).
The audit requirement is general: "Every company appoints an external auditor to audit its annual accounts" (Article 131). The auditor is appointed by ordinary resolution of the shareholders and must, in the case of a firm, have every partner a member of an institution of chartered accountants recognised in Rwanda; a director or employee of the company cannot be its auditor (Articles 132 and 133). Article 210 would allow types of private company prescribed by a Ministerial Order to opt out of audit by unanimous resolution, but no such Order has been made, so the opt-out is not available. The only statutory exemption is for a company registered as dormant (Article 268). The RRA certification threshold is a different test, for tax filings; it does not decide whether a company needs an audit under the Companies Law.
The board calls an annual general meeting once a year, not later than fifteen months after the previous one and not later than six months after the date of approval of the balance sheet; a new company may hold its first meeting within eighteen months of incorporation, and notice of at least 21 days must be given, with biographies of directors standing for election (Article 100). A private company may pass the business by written resolution under Article 105, but cannot opt out of the annual meeting requirement or the directors' report (Article 209). If no meeting is held, the Registrar General may convene one (Article 102). The annual return is filed in the allocated month, on the prescribed form signed by two directors or, where the company has a single member, by that member, confirming the registered office, share register location, shares allotted, directors, secretary, shareholders, transfers, holding company, accounting reference date, beneficial owners and the delivery of the annual accounts (Article 143 as amended). It is not due in the calendar year of incorporation, and the Registrar General may allow a subsidiary to file in its holding company's month. Governance points are covered in Directors, governance and the company secretary.
Event-driven filings
Some deadlines run from events, not dates. A change of beneficial owner must be entered in the internal register and notified to the Registrar General within 14 days (Article 116 as amended) (Beneficial ownership and transparency). The share and debenture register is updated within seven days of an alteration and the index of shareholders within 14 days (Articles 114 and 115 as amended), and company records are kept in Rwanda for at least ten years (Article 111 as amended). A foreign company notifies alterations within ten working days (Article 251). A company declaring itself dormant notifies the Registrar General within 15 days of the special resolution and must give notice again before resuming business (Articles 266 and 267). For tax, changes of address, activity or structure are reported within seven days, and an employer informs DGIE in writing when a foreign employee's contract ends. A change of control may also need a merger notification to the Rwanda Inspectorate, Competition and Consumer Protection Authority (RICA) within 30 days of the decision to merge, once RICA's regulations set the thresholds (Article 11 of Law n° 011/2026) (Merger control and competition law).
Dormancy, removal and restoration
A company is dormant for any period in which no significant accounting transaction occurs (Article 263), and may register as dormant by special resolution of its shareholders (Article 264). A dormant company is exempt from audit and from relevant prescribed fees (Article 268), but must still file annual returns and disclose its beneficial owners every year; a company carrying on banking activities cannot be declared dormant (Article 265).
Neglect leads to removal from the register. Under Article 281 the Registrar General removes a company that has ceased to carry on business with no proper reason to continue, has failed to pay fees due under the Law, or has not filed its annual return, as well as on the request of the shareholders or after liquidation. Notice of intention to remove is given first and interested persons may object within the period stated in the notice. Restoration under Articles 287 and 288 as amended is possible where the company was still carrying on business, was a party to legal proceedings or was in an insolvency process, on application by a shareholder, director, creditor or liquidator and payment of the prescribed fee; the Registrar General publishes a notice in two daily newspapers with an objection period of at least 30 days, the company must first bring its filings up to date, and restoration is barred once ten years have passed since removal. The scale is significant: the OECD Global Forum's 2024 review records 7,810 companies removed by 30 June 2024 and 5,622 inactive companies still on the register.
Compliance calendar for a private company with a 31 December year end (October 2026)
| When | What | Authority | Source |
|---|---|---|---|
| Within 7 days of starting or of a change | Tax registration and notification of changes; VAT registration once the FRW 20,000,000 or FRW 5,000,000 threshold is passed | RRA | Law N° 020/2023 |
| Within 7 working days of each hire | RSSB registration of the employer (first hire) and of each employee | RSSB | Law N° 05/2015, Article 6, as amended |
| Within 1 month of opening | Declaration of the enterprise and its staff | Labour inspector | Law N° 66/2018, Article 116 |
| 15th of every month | Withholding tax; RSSB pension, maternity, occupational hazards; CBHI levy; monthly VAT and PAYE if turnover is above FRW 200,000,000; capital gains tax on share transfers | RRA, RSSB | Income tax law, Article 64; Law N° 05/2015, Articles 10 to 12 |
| 15 January, 15 April, 15 July, 15 October | Quarterly VAT and PAYE where turnover is FRW 200,000,000 or less | RRA | Instructions N° 001/2023; VAT law |
| 31 January | Trading licence tax declaration for the year | RRA for the District | Law N° 048/2023, Article 30 |
| 31 March | Corporate income tax return, financial statements and payment; certified statements if turnover is FRW 1,000,000,000 or more; transfer pricing documentation | RRA | Income tax law, Article 9; Ministerial Orders N° 009/26/10/TC and N° 003/26/10/TC |
| 31 March (registered investors) | Financial report to RDB, within 3 months after the year end | RDB | Investment Code, Article 26 |
| 30 June, 30 September, 31 December | Corporate income tax prepayments | RRA | Income tax law, Article 33 |
| Allocated month (from the second year) | Annual return with beneficial ownership details | Registrar General | Article 143 as amended |
| 31 July | Annual accounts, auditor's report and directors' report (30 April for a public company) | Registrar General | Article 142 |
| Within 15 months of the last AGM | Annual general meeting, on 21 days' notice | Shareholders | Article 100 |
| 31 December | Immovable property tax payment (and declaration in the first year of each assessment cycle) | RRA for the District | Law N° 048/2023, Articles 18 and 22 |
| Within 14 days of a change | Beneficial ownership update; shareholder index | Registrar General | Articles 115 and 116 as amended |
| Within 7 days of an alteration | Share and debenture register | Company | Article 114 as amended |
What missing a deadline costs
| Failure | Sanction | Source |
|---|---|---|
| Accounts, auditor's report or directors' report not delivered | FRW 1,000,000 to FRW 10,000,000 for each director | Companies Law, Article 332 |
| Documents or information to the Registrar General late, incomplete or inaccurate | FRW 200,000 to FRW 500,000 | Article 327 as amended |
| Records not kept or not updated | FRW 500,000 to FRW 2,000,000 | Article 326 as amended |
| Repeat of a Companies Law fault | Double sanctions or withdrawal of the licence; double fines for directors | Article 337 |
| No annual return | Ground for removal from the register | Article 281 |
| Tax return filed late | Fixed fines of FRW 50,000 (turnover FRW 2,000,000 to 20,000,000), FRW 300,000 (public bodies and non-profits) or FRW 500,000 (large taxpayers), doubled for a second and quadrupled for a third failure within two years | Law N° 020/2023 |
| Tax not declared and paid on time | Administrative fine of 20% of the tax due (delay up to 30 days), 40% (31 to 60 days) or 60% (over 60 days); where the return was filed on time but payment was late, 5%, 10% or 30% over the same periods | Law N° 020/2023 |
| Tax paid late | Interest of 0.5% a month for up to 6 months, 1% for 6 to 12 months and 1.5% beyond, capped at 100% of the tax | Law N° 020/2023 |
| Certified statements missing | FRW 500,000 a month | Law N° 020/2023 |
| RSSB contributions late | 1.5% a month, never time-barred | Law N° 05/2015, Article 12 |
| Decentralised taxes late | Interest of 1.5% a month, a 10% surcharge capped at FRW 100,000, and a 40% penalty for late or false declarations | Law N° 048/2023, as applied by RRA |
How to build the compliance file in the first month
- Record the allocated month and year endNote the annual return month from the Registrar General's notice and the accounting reference date in the incorporation documents; diarise the seven-month accounts deadline and the annual meeting window.
- Set the tax filing frequencyEstimate turnover against the FRW 200,000,000 line for quarterly or monthly VAT and PAYE, and against FRW 20,000,000 or FRW 5,000,000 a quarter for VAT registration; install a certified electronic invoicing system and display the required notice.
- Register as an employerRegister with RSSB within seven working days of the first hire, declare the enterprise to the labour inspector within a month, and prepare rules of procedure once there are five employees.
- Appoint the auditorHave the board appoint the first auditor, a member of a recognised institution of chartered accountants, and agree the timetable so that audited accounts can be approved and filed by 31 July.
- Open the beneficial ownership and share registersKeep the internal registers at the registered office, with a procedure for 7-day and 14-day updates and annual confirmation.
- Calendar the 15thSet monthly reminders for withholding tax and RSSB, and quarterly or monthly reminders for VAT and PAYE; reconcile payroll to RSSB and RRA declarations each month.
- Review every yearCheck turnover against the FRW 1,000,000,000 certification threshold and the transfer pricing exemption, and update the calendar for rate changes such as the 14% pension rate from 1 January 2027.
Worked example
A year of filings for a Kigali services company
Kigali Data Services Ltd, a private company incorporated in 2025 with a 31 December year end, has 2026 turnover of RWF 140,000,000 and 2026 corporate income tax of RWF 14,000,000. The Registrar General allocated June for its annual return. Its gross payroll is RWF 10,000,000 a month. Illustrative figures.
| Filing frequency | Turnover is below FRW 200,000,000, so VAT and PAYE are quarterly: returns for January to March 2027 are due by 15 April 2027. |
|---|---|
| RSSB pension from January 2027 | 14% × RWF 10,000,000 = RWF 1,400,000 a month (RWF 700,000 from the employer and RWF 700,000 withheld from staff), up from RWF 1,200,000 at 12% in 2026; due by 15 February 2027 for the January payroll. |
| Other RSSB contributions | Maternity 0.6% = RWF 60,000; occupational hazards 2% = RWF 200,000, employer only. If January's pension of RWF 1,400,000 is paid two months late, the penalty is 1.5% × 2 × RWF 1,400,000 = RWF 42,000. |
| 2026 corporate income tax | Return, financial statements and the balance of tax due by 31 March 2027. Turnover is below FRW 1,000,000,000, so RRA certification of the statements is not required, but the accounts must still be audited for RDB. |
| Prepayment for the second quarter of 2027 | Previous year's tax ÷ previous year's turnover = RWF 14,000,000 ÷ RWF 140,000,000 = 10%. If second-quarter turnover is RWF 40,000,000, the prepayment due by 30 June 2027 is RWF 4,000,000, less any withholding tax suffered. |
| Annual return | Filed in June 2027, signed by two directors, confirming the registers and the beneficial owners. |
| Accounts to the Registrar General | Signed and approved 2026 accounts, the auditor's report and the directors' report by 31 July 2027. If they are not delivered, each of its three directors risks a fine of FRW 1,000,000 to FRW 10,000,000: between FRW 3,000,000 and FRW 30,000,000 in total. |
| Annual general meeting | Within fifteen months of the 2026 meeting, on 21 days' notice, or by written resolution of the shareholders. |
The company files the annual return in June and the accounts by 31 July; the return must confirm that the accounts have been delivered, so many companies align the two.
Pension rises again to 16% on 1 January 2028 under Presidential Order N° 086/01.
Questions investors ask
When must a Rwandan company file its annual accounts?
A private company delivers its signed and approved annual accounts, auditor's report and directors' report to the Registrar General at RDB within seven months of its accounting reference date, and a public company within four months (Article 142 of Law N° 007/2021). For a 31 December year end that is 31 July or 30 April. Each director of a defaulting company risks a fine of FRW 1,000,000 to FRW 10,000,000.
Does every Rwandan company need an audit?
Yes, unless it is registered as dormant. Article 131 of the Companies Law requires every company to appoint an external auditor, and the opt-out in Article 210 cannot be used because the Ministerial Order it requires has not been made. The FRW 1,000,000,000 turnover figure is an RRA rule on certifying financial statements for tax, not an audit exemption.
When is the annual return due?
Every year in the month the Registrar General allocated to the company at incorporation, starting the year after incorporation. It is signed by two directors, or by the sole member of a single-member company, and confirms the company's register details, shareholders and beneficial owners and that annual accounts have been delivered. Dormant companies file too, and failure to file is a ground for removal from the register.
Are VAT and PAYE returns monthly or quarterly in Rwanda?
It depends on turnover. A taxpayer with turnover of FRW 200,000,000 or less files quarterly, by 15 April, 15 July, 15 October and 15 January, and may opt to file monthly for at least two years. Above FRW 200,000,000 returns are monthly, within 15 days after the month. Nil VAT returns must still be filed.
What are the RSSB contribution rates in 2026?
Pension is 12% of gross pay, shared 6% by employer and employee, rising to 14% on 1 January 2027 and by two points a year to 20% in 2030. Maternity is 0.6%, shared equally; occupational hazards 2%, paid by the employer; and employees pay a 0.5% community-based health insurance levy on net salary. All are paid by the 15th of the next month.
Can a struck-off Rwandan company be restored?
Yes, within ten years. The Registrar General may restore a company that was still carrying on business, was party to legal proceedings or was in an insolvency process, on application by a shareholder, director, creditor or liquidator and payment of the fee, after a newspaper notice allowing at least 30 days for objections. The company must first bring its filings up to date.
Terms you will meet in the documents
| English | Kinyarwanda | French | Meaning |
|---|---|---|---|
| Annual return | Inyandiko ngarukamwaka | Déclaration annuelle | The yearly confirmation of register details filed in the allocated month (Article 143). |
| Annual accounts | — | Comptes annuels | The signed and approved financial statements delivered with the auditor's and directors' reports (Article 142). |
| Accounting reference date | Itariki fatizo y'ibaruramari | Date de référence comptable | The company's financial year end (Article 122). |
| Auditor | Umugenzuzi | Auditeur | The external auditor every non-dormant company must appoint (Articles 131 to 133). |
| Annual general meeting | — | Assemblée générale annuelle | The yearly shareholders' meeting under Article 100. |
| Dormant company | — | Société en veilleuse | A company with no significant accounting transaction, exempt from audit once registered as such (Articles 263 to 268). |
| Removal from the register | — | Radiation du registre | Striking off by the Registrar General, for example for not filing annual returns (Article 281). |
| Restoration to the register | — | Rétablissement au registre | Reinstatement of a removed company, possible within ten years (Articles 287 to 289). |
| Tax declaration | Imenyekanisha ry'umusoro | — | A tax return filed with RRA through its e-tax system. |
| Withholding tax | Umusoro ufatirwa | — | Tax deducted at source by the payer and paid within 15 days after the month. |
Related in this guide
Related investor FAQs
Official sources
- Official Gazette n° 04 ter of 08/02/2021: Law N° 007/2021 governing companies (Articles 100, 122, 131 to 133, 142, 210, 263 to 268, 281, 332)
- RDB Office of the Registrar General: Law N° 019/2023 amending the Companies Law (Articles 111, 114 to 116, 143, 287, 288, 326, 327)
- RDB Office of the Registrar General: post-registration filing
- Rwanda Revenue Authority: Law N° 020/2023 on tax procedures
- Rwanda Revenue Authority: Ministerial Order N° 009/26/10/TC of 24/09/2026 (certification threshold) and Basic Information on Rwanda Taxation System (2025)
- Rwanda Social Security Board: pension reform and contribution rates
Have a question about your own situation?
Ask Be Rwanda Wise's Rwandabot, the AI legal-information chatbot. It checks official Rwandan sources and points you to the governing law, or read how to find and check a Rwandan advocate.
Ask Rwandabot about thisOpen in the appFind a lawyerThis page gives legal and tax information, not legal advice. Rates, thresholds and procedures change; the content is reviewed against official sources, but you should confirm anything important with the relevant authority or an advocate registered with the Rwanda Bar Association before you act. Laws are published in Kinyarwanda, English and French in the Official Gazette; check the official text before relying on a translation.