Registering a company with RDB, step by step: the application under Article 19, the memorandum and articles, notarised documents for foreign shareholders, the apostille, the certificate and company code, and the tax, social security and other registrations that follow

The legal basis: compulsory registration with the Registrar General

Registration of a company in the Office of the Registrar General is compulsory (Article 22 of Law N° 007/2021 of 05/02/2021 governing companies). The Registrar General sits within the Rwanda Development Board (RDB) and runs registration through RDB's online system. When the Registrar General receives an application that complies with the Law, he or she registers it, enters the company in the register of companies and businesses and issues a certificate of incorporation (Article 22). The certificate states the company's registered name, its registered code, its type and its date of incorporation, and it is conclusive evidence that the requirements of the Law for incorporation have been met and that the company was duly incorporated on that date (Article 23).

RDB's published service standard is six hours for a complying business registration, and the Office of the Registrar General's business procedures describe two steps: submitting the application online and receiving the certificate by e-mail, with 10 to 25 minutes of input from the applicant. RDB describes company registration as a fully automated process that is free of charge. In practice, delay comes not from RDB but from the applicant's side: assembling notarised documents from a foreign parent, agreeing the name and constitution with partners, and identifying the beneficial owners.

What the application must contain

Article 19, as replaced by Article 2 of Law N° 019/2023 of 30/03/2023, lists six items that the applicant submits to the Registrar General: (1) the incorporation documents in an appropriate format, signed by every shareholder or member or by each applicant; (2) the consent in the prescribed form of each person named as a director or as the company secretary; (3) the consent in the prescribed form of each member or shareholder, or of an agent authorised in writing; (4) the memorandum of association; (5) a copy of the articles of association where the company has them; and (6) the beneficial owner's information. Where the documents are signed by an authorised representative, the representative's authority to sign must accompany them. In the online system these appear as forms completed and signed electronically, with scanned supporting documents uploaded.

The memorandum of every company must state its name; the address of its registered office in Rwanda; its proposed business activity; whether it is public or private; whether liability is limited or unlimited; its type; and any further information the Law or the Registrar General's regulations require. A company with share capital must also state the full name and address of every shareholder at incorporation and the class and number of shares each has agreed to take, with the consideration provided or to be provided (Article 20). A company limited by guarantee states that its liability is limited and the amount each member undertakes to contribute on winding up. Articles of association are optional: a company without them is governed by the default rules of the Law, while a company with them is governed by the Law as restricted or modified by the articles (Article 21). A protected cell company must file articles. Most foreign investors and every joint venture should adopt articles, because the defaults on pre-emption, transfers, quorum and board procedure rarely match what the shareholders have agreed.

Before you file: name, office, activity and people

A name can be reserved in advance. The Registrar General's instructions set the procedure; an approved name is reserved for three months, renewable once, and a rejection must be notified in writing with reasons within two working days of the application (Article 36). The Registrar General will not reserve or register a name that contravenes a law, may mislead, offends good morals, or is identical or nearly identical to a name already reserved or to an existing company or statutory corporation (Article 37). A private company's name ends with "Ltd" and a public company's with "Plc" (Articles 7 and 9). The company must at all times have a registered office in Rwanda, to which notices and legal process may be addressed (Article 30); a serviced office or a law firm's address is common at the start, but the address must be real.

The application also asks for the business activities, which drive the tax registrations and any sector licence; the directors' and secretary's details and consents; the shareholders' details and shareholdings; and the beneficial owners, meaning the natural persons who own or control 25% or more of the shares or votes or otherwise control the company (Beneficial ownership and transparency). Decide before filing who the director ordinarily resident in Rwanda will be (Articles 6, 7 and 157), whether the company will appoint a company secretary (who must be a Rwandan resident under Article 172, as amended), and the accounting reference date, because each appears on later filings.

Registering online, step by step

1. Prepare and notarise the foreign documentsHave the parent's certificate and articles notarised and the resolution signed before a notary, embassy or ministry of foreign affairs, or apostilled (see below). Allow time for courier delivery if originals will be needed for a bank.
2. Open an account on RDB's registration systemCreate a user account on RDB's online registration portal for the Office of the Registrar General (urs.rdb.rw) with the applicant's e-mail address.
3. Check and reserve the nameSearch the register and, if useful, reserve the name for three months (Article 36). A reserved name does not by itself guarantee registration under that name.
4. Complete the applicationEnter the company type, name, registered office, activities, share capital and shareholdings, directors and any secretary, and beneficial owners; upload the memorandum, any articles and the supporting documents; collect each person's consent.
5. SubmitSubmit the application online. No fee is payable for company registration.
6. Receive the certificateThe certificate of incorporation, with the company code, is sent by e-mail; RDB's service standard is six hours for a complying application. Where the company is VAT-liable, the registration results include a VAT certificate.
7. Complete the follow-up registrationsVAT and electronic invoicing where required, trading licence tax, RSSB registration of employees, a bank account, any sector licence and, if wanted, an RDB investment certificate.

Foreign corporate shareholders: notarisation, apostille and translation

RDB's published requirements for a subsidiary, branch or joint venture with a foreign corporate shareholder are a notarised copy of the foreign company's registration certificate, a notarised copy of its articles of association and a notarised shareholders' resolution stating the name, scope of business, management and shareholding of the new company. In Rwanda, documents may be notarised by the RDB notary, a District or Sector notary or a private notary authorised by the Ministry of Justice; Ministerial Order nº 002/MOJ/AG/23 of 22/06/2023 provides for private notaries and electronic notarial services. Abroad, RDB lists public notaries, the Rwandan embassy and the Ministry of Foreign Affairs. A certification of conformity (a certified copy) is accepted only for certificates of incorporation and articles of association; resolutions must be original documents signed in the presence of the notarising authority.

Rwanda acceded to the Hague Convention abolishing the requirement of legalisation for foreign public documents on 6 October 2023, and the Convention has been in force for Rwanda since 5 June 2024. A document notarised in another Convention state can therefore be authenticated by an apostille instead of consular legalisation. The exception is Germany, which lodged an objection to Rwanda's accession on 29 March 2024, so the Convention does not apply between the two countries and German documents still need legalisation through the consular route. RDB's requirements page did not mention the apostille at 10 October 2026, so it is prudent to obtain both a notarisation that meets RDB's list and, where the document is a foreign public document, an apostille, and to confirm with the Registrar General if a document is in doubt. Documents filed under the Companies Law may be written in any official language of Rwanda (Article 141); the Law expressly requires a certified translation of a foreign company's constitution that is not in an official language (Article 247, as amended), and the same practice should be followed for a foreign shareholder's documents. Company registration does not require a visit to Rwanda (FAQ 20), although banks may ask to meet the signatories.

What the certificate gives you: one number for RDB, RRA and RSSB

The certificate of incorporation carries the company's registered code. According to RDB's business procedures, "the company code on the incorporation certificate also serves as tax identification number (TIN) and social security number", so the company does not apply separately to the Rwanda Revenue Authority (RRA) for a TIN or to the Rwanda Social Security Board (RSSB) for an employer number. Earlier guidance, including an earlier version of the Be Rwanda Wise FAQs, described obtaining a TIN as a separate step after registration; that is no longer the position. The company is a legal person from the date of incorporation shown on the certificate (Articles 23 and 24), and can then open bank accounts, sign leases and employ staff in its own name.

Registration also starts the company's statutory calendar. The Registrar General allocates a month in which the annual return must be filed each year, although no return is due in the calendar year of incorporation (Article 143, as amended). The first annual general meeting may be held within 18 months of incorporation (Article 100). Every company that is not dormant must appoint an external auditor (Article 131); the first auditor may be appointed by the board (Article 132). The full cycle is in Compliance calendar after registration.

Tax registrations: VAT, electronic invoicing and trading licence tax

VAT registration is compulsory for a business whose turnover exceeded FRW 20,000,000 in the previous year or FRW 5,000,000 in the preceding quarter, and it must register within seven days (Article 11 of Law n° 020/2023 of 31/03/2023 on tax procedures); a business below the threshold may register voluntarily, which is often worthwhile for a new company with large start-up purchases on which it wants to recover input VAT. The VAT rate is 18% under Law N° 049/2023 of 05/09/2023 establishing value added tax. A VAT-registered business must issue invoices through the electronic invoicing system now governed by Ministerial Order N° 006/26/10/TC of 24/09/2026, published on 25 September 2026, which replaced the order on electronic billing machines; RDB's procedures pages still describe installing "EBM 2", so check the current RRA requirements before ordering software or devices. VAT and electronic invoicing are explained in VAT and electronic invoicing.

Trading licence tax is a tax of the District, collected by RRA, and is declared for each business premises through RRA's local government portal; the certificate must be displayed. Rates, exemptions and dates are in Capital gains, property and other taxes. RDB's business procedures pages on tax were last revised in 2019 and cite tax laws that have since been repealed, so rely on the current laws rather than the portal for rates and deadlines.

Employees, bank account, investment certificate and permits

Before the first hire, the company registers its employees with RSSB, which uses the company code as the employer number, and from then on declares and pays pension and occupational hazards contributions by the 15th of the following month under Law N° 05/2015 of 30/03/2015 governing the organisation of pension schemes; late payment attracts a penalty of 1.5% a month. Employment contracts, payroll and contributions are covered in Social security: RSSB contributions. The company will also need a bank account in Rwanda; banks apply their own know-your-customer checks to the company, its directors and its beneficial owners, which is where the notarised constitutional documents are needed again (Opening corporate bank accounts).

Company registration does not by itself make the company a registered investor. The investment certificate under Law N° 006/2021 of 05/02/2021 on Investment Promotion and Facilitation is a separate, optional application to RDB that requires the certificate of incorporation, a business plan and other documents, a fee that RDB's published procedures put at USD 500, and a decision within two working days of a complete application; it unlocks the incentives and immigration facilitation in the Investment Code (FAQ 6; RDB registration and the investment certificate). Foreign directors and staff who will live and work in Rwanda need work and residence permits from the Directorate General of Immigration and Emigration (DGIE), which are applied for separately (Work permits and residence permits).

Changes after registration

The registration is only as good as the filings that keep it current. A resolution authorising an allotment of shares must be submitted to the Registrar General within 15 days of its adoption (Article 58); the share register must be updated within seven days of any change and the shareholder index within 14 days (Articles 114 and 115, as amended); changes in beneficial ownership are filed within 14 days (Article 116, as amended); and the adoption, alteration or revocation of articles, a change of status between public and private, and other listed events must be notified (Article 141). A change of registered office takes effect on the date stated in the notice, but not earlier than five working days after the Registrar General registers the notice (Article 30). If the company moves its records from the registered office, it must notify the Registrar General within 15 days (Article 111, as amended). These obligations are continuing: under Article 141 the duty to deliver a document does not end when the deadline passes. Late or incomplete information exposes the company to an administrative fine of FRW 200,000 to FRW 500,000 (Article 327, as amended).