Forms of investment: a new subsidiary, a branch, a joint venture, buying shares or assets, privatisation, public-private partnerships under Law Nº 14/2016, concessions and Kigali International Financial Centre vehicles, and how each form meets RDB registration and merger control

The Code is neutral on form, but registration starts with an entity

The Investment Code does not prescribe how a foreign investment must be structured. It protects any investor's property and repatriation rights, and Article 9 authorises a foreign investor "to invest and purchase shares in an investment entity in Rwanda". Registration for incentives, however, is open to "a commercial entity wishing to register an investment" (Article 17), and the first document in the file after the application form is "a certificate of incorporation" (Article 17(2)). RDB's procedure requires the applicant to obtain its certificate from the Office of the Registrar General first and to use the company code on the certificate, which also serves as the tax identification number and social security number, to apply online. In practice, every registered investment is held through a Rwandan entity.

Rwandan companies are formed under Law N° 007/2021 of 05/02/2021 governing companies, as amended by Law N° 019/2023 of 30/03/2023. A company may be private or public, and limited by shares, by guarantee, by shares and guarantee, unlimited or a protected cell company. A single shareholder is enough, foreigners may hold all the shares, and every company must have at least one director ordinarily resident in Rwanda (Article 6). Registration is online, free of charge, and RDB's service standard is six hours for a complying application (Registering a company with RDB step by step).

Subsidiary or branch

A subsidiary, a Rwandan company owned by the foreign parent, is the usual vehicle. It is a separate legal person, so the parent's liability is limited to its capital; it is resident for tax and pays corporate income tax at the standard rate of 28% on its worldwide profits, unless a preferential rate under the Code applies; and its dividends to a foreign parent bear withholding tax at 15% under Article 60 of Law N° 027/2022 of 20/10/2022 establishing taxes on income, subject to any tax treaty. A subsidiary fits the Code's registration procedure exactly.

A foreign company may instead register to carry on business in Rwanda as a foreign company, commonly called a branch, under Chapter XI of the companies law (Articles 247 to 257), within ten working days of establishing a place of business in Rwanda (Article 247, as amended). RDB's practice requires a notarised resolution of the parent to open the branch and nominate its authorised representative, who is responsible for compliance (Article 257). The branch has no separate legal personality, so the foreign company itself bears its obligations, and it pays corporate income tax on its Rwandan profits plus 15% withholding tax on profits repatriated to the head office (Article 60 of the Income Tax Law). RDB's investment registration procedure is written around a certificate of incorporation; a branch that intends to apply for an investment certificate should confirm with RDB in advance which registration document it will accept. Rwandan company law contains no separate category of representative office: a foreign company carrying on business in Rwanda registers as a foreign company (Branches of foreign companies).

Joint ventures and partnerships

There is no joint venture entity in Rwandan law. A joint venture is either a jointly owned company, which RDB registers with the same documents as a subsidiary, a contractual arrangement, or a partnership under Law N° 008/2021 of 16/02/2021 governing partnerships, as amended by Law N° 018/2023 of 30/03/2023, which provides for general, limited and limited liability partnerships (Article 7) and for registration within two working days (Article 12). Partnerships are tax-transparent vehicles within the Kigali International Financial Centre offering.

A jointly owned company with a Rwandan, EAC or COMESA partner raises the classification point in Article 2(16)(c) of the Code: the company is a foreign investor only if capital from outside the EAC and COMESA is at least 51% of invested capital. Because the Code gives equal treatment on incentives, the classification usually matters only for RDB's published registration thresholds. More important in practice are the shareholders' agreement, the articles and the deadlock and exit provisions, which Rwandan law leaves to the parties; see Joint ventures, shareholder agreements and exit rights.

Buying shares in a Rwandan company

Article 9 expressly allows a foreign investor to purchase shares in an investment entity. A transfer of shares in a private company takes effect by entry in the register of shareholders against a signed transfer form, and the board may refuse or delay registration only where the companies law or the articles permit, by reasoned resolution within 30 working days, notified within five working days (Article 75 of Law N° 007/2021). The change must then be filed with RDB, including updated beneficial ownership information.

Merger control has changed. Law N° 011/2026 of 26/02/2026 relating to competition and consumer protection came into force on publication on 4 March 2026 and repealed Law Nº 36/2012. Merging enterprises notify the authority in charge of competition, in practice the Rwanda Inspectorate, Competition and Consumer Protection Authority (RICA), by reference to combined annual turnover or asset value, "within 30 days of the date of their decision to merge" (Article 11(2)); the thresholds, forms and fees are to be set by RICA regulations (Article 11(4)), which had not been published as at 10 October 2026. RICA may call in a merger below the threshold within 12 months of completion if it suspects harm to competition or the public interest (Article 11(3)), publishes notice of each notified merger within ten days (Article 12), and decides within 45 days, extendable once by up to 15 days; the regime is suspensory, with deemed approval if RICA misses the deadline. Failure to notify can attract a fine of up to 5% of the preceding year's turnover. The COMESA and EAC regional regimes can also apply to cross-border deals (Merger control and competition law).

If the target is a registered investor, the change of shareholder does not by itself cancel its investment certificate. Article 27 requires 30 days' prior written notice to RDB before a change in the nature of investment operations, a suspension or a termination, and Article 28 has RDB amend the certificate where a material change is not detrimental, or simply record a non-material change. A buyer should check in due diligence that the target has filed its annual financial reports with RDB under Article 26, because failure to meet the Code's obligations is a ground for cancellation (Article 22). Sector regulators have their own change-of-control approvals, notably the National Bank of Rwanda (BNR) for significant holdings of 5% or more in banks.

Buying assets, and privatisation

An asset purchase avoids inheriting the target's liabilities but requires each asset to be transferred in its own way: land titles through the land registration system, licences only with the regulator's consent, and contracts with the counterparty's agreement. Employment contracts cannot be transferred without the employee's consent, although they remain valid with the new employer where there is a modification of the enterprise's legal status. Where the buyer will carry on a priority-sector activity with the acquired assets, it registers its own investment with RDB; the seller's certificate does not pass with the assets.

State-owned enterprises and State shareholdings are sold under Law N° 045/2024 of 31/05/2024 governing privatisation, with RDB managing the privatisation process; the 2016 PPP law expressly excludes privatisation from its scope. Buyers of State assets should expect a competitive process and conditions on investment, employment and continuity of service set in the sale agreement.

Public-private partnerships

Law Nº 14/2016 of 02/05/2016 governing public private partnerships, with Prime Minister's Order Nº 75/03 of 08/06/2017 on the PPP Steering Committee, applies to long-term contracts in which a private party finances, builds or operates public infrastructure or services. Article 3 names management contracts, build-operate-own (BOO), build-operate-transfer (BOT) and lease-operate-develop (LOD) arrangements and allows others by Prime Minister's Order; Article 4 excludes ordinary public procurement, which is governed by Law N° 031/2022 of 21/11/2022 governing public procurement, and privatisation. Article 5 lists the sectors: transport, energy, social affairs, tourism, natural resources and environment, and telecommunications and information technology.

Projects are approved, and preferred bidders confirmed, by a Steering Committee of the Minister in charge of finance, the Minister in charge of infrastructure, the Chief Executive Officer of RDB and the head of the contracting authority (Articles 7 and 8). The contracting authority procures and signs the agreement (Article 9) and RDB leads the negotiation (Article 10). The procedure runs from feasibility study through expressions of interest, shortlisting, bids, selection of the preferred bidder and negotiation to signature (Articles 13 to 24); a bidder may complain within seven days and the complaint is decided within 15 days (Article 22). Unsolicited proposals from private parties follow a separate procedure in Articles 25 to 28, covering when a competitive procurement is still required, preliminary processing, the feasibility study and negotiation. The law sets no maximum term: duration, dispute resolution and termination are fixed by the agreement (Article 12). A PPP company is ordinarily also a candidate for an investment certificate, because energy, transport and logistics are priority sectors under Article 4 of the Code.

Concessions and financial-centre vehicles

Concessions are used for State land, natural resources and tourism. Under Law N° 27/2021 of 10/06/2021 governing land, the State grants land concessions for uses such as agriculture, livestock, forestry, tourism and mining (Article 11), and a foreigner may hold a land concession allocated for investment (Article 16); a concessionaire of strategic State land cannot sell, transfer or mortgage the land itself, only its rights over the property on it. A 2018 Ministerial Order governs tourism concessions in protected areas, and mineral rights are granted by RMB licence under Law N° 072/2024 of 26/06/2024 on mining and quarry operations.

Investors in finance, holding and fund structures can use the vehicles promoted by the Kigali International Financial Centre (KIFC): companies, tax-transparent partnerships, trusts under Law N° 063/2021 of 14/10/2021, foundations under Law No 059/2021 of 14/10/2021, collective investment schemes under Law N° 062/2021 of 14/10/2021 and special purpose vehicles. KIFC states that fund vehicles "may be established in not more than two (2) days" and that vehicles requiring a licence obtain it within 30 days after a complete application. KIFC is not a free zone or separate jurisdiction: these are ordinary Rwandan vehicles that become eligible for the 3% and 15% regimes in the Annex once registered with RDB; see Kigali International Financial Centre.