Be Rwanda WiseDoing Business in Rwanda

Chapter 1 · Section 1.2 of 8

Sectors open to foreign investors and licensing: Article 3 openness, the retail and wholesale exclusion, the sector regulators and their licences, shareholder approvals in banking and mining, land rights, environmental approval, local content and how to sequence the approvals

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What you need to know

Open by default: Article 3 and the absence of a negative list

Rwanda's starting point is unusually liberal. Article 3 of Law N° 006/2021 of 05/02/2021 on Investment Promotion and Facilitation, the Investment Code, states that "all business sectors are open to private investment regardless of the origin of the investor", and Article 9 authorises a foreign investor to invest and purchase shares in an investment entity in Rwanda. The Code has no negative list, no list of conditional sectors, no foreign ownership caps and no requirement for a Rwandan partner. The United States Department of State's 2026 Investment Climate Statement for Rwanda reports "neither statutory limits on foreign ownership or control nor any official economic or industrial strategy that discriminates against foreign investors" (FAQ 4).

Openness under the Code is not the end of the analysis. A foreign investor still needs the same licence as a Rwandan investor in any regulated activity, some sector laws impose shareholder approvals or local ownership rules of their own, and land is held on different terms. The one negative list located in Rwandan law is sector-specific: the law on special economic zones allows any lawful activity in a zone except those on a negative list set by the Minister in charge of trade (Article 6 of Law N° 05/2011 of 21/03/2011 regulating special economic zones in Rwanda), currently Ministerial Order No 12/2012 of 20/02/2012; see Special economic zones.

Company law applies equally. A Rwandan company may be wholly owned by foreigners, and a single shareholder is enough, but every company must have at least one director ordinarily resident in Rwanda under Article 6 of Law N° 007/2021 of 05/02/2021 governing companies; the rule applies whatever the shareholders' nationality (Directors, governance and the company secretary).

Trading: open, but outside the Code's incentives

Article 2(25) defines an investment as the use of tangible or intangible assets for profit-making purposes "with the exception of retail and wholesale activities". The exclusion does not prohibit foreign-owned shops, importers or distributors; it means that their trading activity is not an investment that RDB can register under the Code. RDB's published procedure lists "non trading activity" first among its criteria for evaluating applications for an investment certificate, alongside quality jobs, transfer of skills and technology, use of local raw materials, export potential, linkages and innovation.

The same line appears in the Annex. The 15% preferential corporate income tax rate for ICT services, manufacturing and assembly excludes retail, wholesale, repair and telecommunications businesses, and the export incentive does not apply to unprocessed minerals, tea or coffee. A group that both manufactures and distributes in Rwanda should therefore keep the manufacturing activity, which can be registered, distinct in its accounts and business plan from the trading activity, which cannot.

Sector licences and the regulators

Where an activity is regulated, the licence comes before the investment certificate. Article 17(7) lists "a license granted by the business sector in which the investor intends to operate" among the documents in the registration file, and Article 14 commits RDB to facilitate the investor in being granted it. RDB's role is facilitation: it does not issue banking, capital markets, telecoms, energy or mining licences, and its facilitation does not shorten a regulator's statutory timetable.

Financial services are licensed by the National Bank of Rwanda (BNR), governed since 2026 by Law N° 033/2026 of 24/07/2026 governing the National Bank of Rwanda: banks under Law N° 044/2024 of 30/05/2024 governing banks, microfinance institutions, insurers, payment service providers under Regulation N° 74/2023 of 18/09/2023 governing payment services providers, and trust and company service providers. The Capital Market Authority (CMA) licenses collective investment schemes and their managers under Law N° 062/2021 of 14/10/2021, market intermediaries and, since Law Nº 023/2026 of 25/05/2026 regulating virtual asset business, virtual asset service providers. The Rwanda Utilities Regulatory Authority (RURA) regulates telecommunications, energy, water and transport, and the Rwanda Mines, Petroleum and Gas Board (RMB) issues mineral and quarry licences under Law N° 072/2024 of 26/06/2024 on mining and quarry operations. The Rwanda Inspectorate, Competition and Consumer Protection Authority (RICA) enforces Law N° 011/2026 of 26/02/2026 relating to competition and consumer protection, which requires notification of mergers above thresholds still to be set by regulation and introduced an e-commerce licence.

Other activities need permits from the competent ministry or agency: health facilities, schools, tourism establishments and concessions in protected areas, private security services under Law N° 16Bis/2020, and industrial establishments, for which the Ministry of Trade and Industry (MINICOM) issued Ministerial Instructions No 001/INSTR/MINICOM/26 of 13/02/2026 relating to the establishment of industries. The requirements of these instruments should be confirmed with the issuing body before an investment decision is taken.

Main regulated sectors and who licenses them

SectorRegulatorPrincipal instrumentPoints for foreign investors
BankingBNRLaw N° 044/2024 of 30/05/2024 governing banksPrior BNR authorisation to acquire a significant holding (5% of capital or votes, or significant influence) or control; 25% single-shareholder cap unless BNR authorises a reputable institution
Microfinance, insurance, payments, trust and company servicesBNRLaw N° 033/2026 of 24/07/2026; Regulation N° 74/2023 (payment services); BNR regulations by sectorLicence before trading; incentive regimes in the Annex for licensed financial services
Funds, fund managers, market intermediaries, virtual assetsCMALaw N° 062/2021 of 14/10/2021 (collective investment schemes); Law Nº 023/2026 of 25/05/2026 (virtual assets)Fund manager and custodian licensing; see Kigali International Financial Centre (section 1.6)
Telecoms, energy, water, transportRURALaw Nº 09/2013 and sector lawsLicence and tariff regulation; energy and transport projects are often structured as public-private partnerships
Mining and quarryingRMBLaw N° 072/2024 of 26/06/2024; Regulations N° 001 to 007/MINES/RMB/2019 of 18/07/2019Small-scale mines Rwandan-owned; medium-scale mines at least 40% local shareholders; in practice licences are granted to Rwanda-registered companies
Mergers, consumer protection, e-commerceRICALaw N° 011/2026 of 26/02/2026Merger notification above thresholds to be set by RICA regulations; e-commerce licence
Projects requiring environmental assessmentRDB (certificate) under environment ministry rulesMinisterial Order No 003/MoE/25 of 19/08/2025 relating to environmental and social impact assessmentEIA certificate forms part of the investment registration file (Article 17(4))

Where nationality does matter: banking, mining and land

Three areas carry rules that turn on who the investor is. In banking, Law N° 044/2024 requires BNR's prior authorisation to acquire or transfer a significant holding, defined as 5% of capital or voting rights or significant influence, or control (Articles 2(r) and 21); holdings acquired without authorisation are void and carry no dividends or votes, and no single shareholder may exceed 25% unless BNR authorises a reputable institution (Article 20). The rule applies to Rwandan and foreign acquirers alike, but in practice it bites on foreign strategic investors.

In mining, Law N° 072/2024 contains no nationality rule, but Regulations N° 005/MINES/RMB/2019 of 18/07/2019, still posted and applied by RMB, require a medium-scale mine to "have at least forty percent (40%) local shareholders" (Article 8) and a small-scale mine to be owned by Rwandan nationals (Article 9); no such rule applies to exploration or large-scale licences. Mining licence holders also face local content commitments in RMB's model agreements and a possible Government free carried interest under Article 49 of the 2024 Law. These rules are covered in Mining licences and quarry licences.

Land is the clearest difference. Under Law N° 27/2021 of 10/06/2021 governing land, a foreigner has rights to an emphyteutic lease and a land concession, which "are only allocated for investment" (Article 16), and may hold freehold only by Presidential Order for exceptional circumstances of strategic national interest (Article 6). Under Prime Minister's Order N° 008/03 of 03/07/2022, emphyteutic leases run 49 years for residential, commercial and industrial land and 99 years for agricultural, forestry and similar land, whatever the holder's nationality (Article 18), but a foreign holder must apply for renewal at least 90 days before expiry or lose the land (Article 20). Inside special economic zones developers and operators hold leasehold (Article 14 of Law N° 05/2011, as replaced by Law N°55/2018 of 13/08/2018). See How foreign investors access land.

Environmental approval

Article 17(4) lists "a project environmental impact assessment certificate" among the registration documents, and Article 14 commits RDB to facilitate obtaining it. Environmental and social impact assessment is now governed by Ministerial Order No 003/MoE/25 of 19/08/2025 relating to environmental and social impact assessment, published in the Official Gazette of 20 August 2025. A developer of a listed project must hold a certificate of approval issued by the "authorised organ", a State organ authorised by the environment authority (Articles 2 and 4(1)); that organ approves or asks for changes to the terms of reference within 14 days (Article 7(5)) and decides on the assessment report within 20 working days of receiving it, a period it may extend by written notice (Article 12). In practice the certificate for an investment project is issued through RDB's One Stop Centre, and RDB's 2022 procedure describes it as an EIA certificate "issued by RDB". The same procedure asks for the EIA certificate "if any", which reflects the fact that not every project falls within the categories that require an assessment, and RDB's investment page states that no fee is charged for the EIA for projects registered with the One Stop Centre. For a project that does need an assessment, the study is usually the longest item on the critical path, so it should start as soon as the site is identified.

Local content and performance requirements

Outside mining, Rwandan law imposes no general requirement to use local suppliers, to export a share of output or to employ a minimum proportion of Rwandans as a condition of investing. Those requirements appear instead as conditions of incentives. The 3% corporate income tax regimes for holding companies, special purpose vehicles, collective investment schemes, global trading and intellectual property companies require, among other substance tests, that at least 30% of professional staff be Rwandan and at least 25% of directors be resident in Rwanda, and a headquarters or regional office may recruit foreign managerial and technical staff freely only while at least 30% of its professional staff are Rwandan (Annex, points II and XXI).

Hiring foreigners otherwise requires a work permit from the Directorate General of Immigration and Emigration (DGIE) after a labour-market test under Ministerial Order N° 02/MIFOTRA/23 of 01/08/2023, unless the job is on the Occupation in Demand List annexed to that Order. Point XXII of the Annex relieves a registered investor who invests at least USD 250,000 of that test for three foreign employees (Work permits and residence permits).

Sequencing the approvals for a regulated project

  1. Map the activityIdentify every activity the project will carry out and match each to its regulator, its licence and any shareholder or nationality rule; separate any retail or wholesale element, which cannot be registered as an investment.
  2. Check competition and sector change-of-control rulesIf the entry is by acquisition, test the deal against Law N° 011/2026 and, where relevant, the COMESA and EAC regimes, and against BNR, CMA, RURA or RMB approval requirements.
  3. Incorporate the Rwandan vehicleRegister the company or branch with RDB's Office of the Registrar General; most regulators license only a Rwanda-registered entity, and the certificate of incorporation is the first document in the investment file.
  4. Obtain the sector licence and environmental certificateApply to the regulator and, where the project is in a listed category, complete the environmental and social impact assessment; RDB can facilitate both under Article 14.
  5. Secure landAgree the lease, sub-lease or concession, or the special economic zone allocation, and register it; State land for strategic investment is allocated by a competition organised by the land ministry with RDB, or without competition on a written request that RDB makes to the Minister in charge of land on the investor's behalf (Articles 9 to 11 of Prime Minister's Order N° 008/03).
  6. Register the investment with RDBFile the investment registration application with the licence, EIA certificate and business plan and pay the USD 500 fee; see section 1.4.

Worked example

A foreign-owned payments company: licence first, then incentives

A Singapore fintech group sets up a wholly owned Rwandan company to offer merchant payment services. Profit and exchange-rate figures are illustrative assumptions only.

Step 1: vehiclePrivate company registered online with RDB's Office of the Registrar General; one Rwanda-resident director appointed to satisfy Article 6 of the companies law.
Step 2: licenceApplication to BNR as a payment service provider under Regulation N° 74/2023. The licence is a precondition both to trading and to the investment registration file (Article 17(7)).
Step 3: investment certificateApplication to RDB with the BNR licence, the business plan and proof of the USD 500 fee. Payments technology falls within priority sector (4), ICT and financial services.
Step 4: incentiveFintech is among the licensed financial services listed for the 15% preferential corporate income tax rate in point IV of the Annex, subject to its conditions.
Tax arithmetic in year 3Assumed taxable profit RWF 400,000,000. At the standard 28% rate: RWF 112,000,000. At 15%: RWF 60,000,000. Difference: RWF 52,000,000 a year.
StaffingCapital invested USD 300,000 (about RWF 420,000,000 at an assumed RWF 1,400 per USD), above USD 250,000, so three foreign employees may be recruited without a labour-market test under point XXII of the Annex.

Without the BNR licence there is no lawful business to register; the order of steps cannot be reversed.

Had the group bought an existing licensed payment company instead, BNR's rules on acquisitions of payment service providers and a merger filing under Law N° 011/2026 would have to be checked first.

Licensing checklist before committing capital

Points to confirm in writing with the regulator and RDB before signing a lease, a share purchase or a construction contract.

  • Licence categoryThe exact licence or permit the activity needs, the regulator, the application documents, the fee and the statutory decision period.
  • Ownership rulesAny shareholder approval, local shareholding or fit-and-proper requirement, including on future share transfers and changes of control.
  • Capital requirementsMinimum capital or financial capacity set by the regulator, for example for banks, insurers, payment providers or mineral traders.
  • Environmental assessmentWhether the project falls within a category requiring an environmental and social impact assessment and how long the study will take.
  • LandThe land right available (lease, sub-lease, concession or zone allocation), its term, renewal conditions and any development deadline.
  • Incentive eligibilityWhether the activity is a priority sector and not retail or wholesale, so that an investment certificate will bring incentives.
  • StaffingWhich foreign hires need a labour-market test and whether the USD 250,000 exemption for three employees is available.

Questions investors ask

Can a foreigner own 100% of a Rwandan company?

Yes in ordinary commercial sectors. Article 3 of the Investment Code opens all sectors regardless of origin and neither the Code nor the companies law caps foreign shareholding. Limits come from sector law: small-scale mines must be Rwandan-owned and medium-scale mines need at least 40% local shareholders, and significant holdings in banks need BNR's prior authorisation.

Is there a negative list of sectors closed to foreign investors?

Not in the Investment Code. The only negative list located is for special economic zones, where the Minister in charge of trade lists activities that may not be carried out in a zone under Article 6 of Law N° 05/2011. Outside zones, regulated activities need a licence but are not reserved to Rwandans by the Code.

Can a foreign-owned company carry on retail or wholesale trade?

Yes. Trading is open to foreign investors, but Article 2(25) excludes retail and wholesale activities from the definition of investment, so a trading business cannot be registered with RDB for the Code's incentives. Manufacturing or services carried on by the same group can be registered if kept distinct.

Does RDB issue sector licences?

No. RDB facilitates the investor in obtaining sector licences, visas, work permits, utility connections and environmental certificates under Article 14 of the Investment Code, but each licence is issued by the competent regulator, such as BNR, CMA, RURA or RMB, under its own law and timetable.

Can a foreign investor buy freehold land in Rwanda?

Generally not. Article 16 of Law N° 27/2021 gives foreigners emphyteutic leases and concessions allocated only for investment, and Article 6 permits freehold for a foreigner only by Presidential Order in exceptional circumstances of strategic national interest. Lease terms are 49 or 99 years depending on the land use, not nationality.

Are there local content requirements for foreign investors?

Only in particular sectors and as conditions of incentives. Mining licences carry local shareholding rules for small and medium mines and local content commitments in model agreements. Elsewhere, Rwandan staffing and resident director ratios are conditions of certain Annex tax regimes, not conditions of investing.

Terms you will meet in the documents

EnglishKinyarwandaFrenchMeaning
Openness to investmentIshoramari rifunguyeOuverture à l'investissementThe Article 3 principle that all business sectors are open to private investment regardless of origin.
Retail and wholesale activities—Commerce de détail et de grosTrading activities excluded from the Code's definition of investment (Article 2(25)).
Sector licenceUruhushya rwatanzwe n'urwego ashaka gukoreramoLicence octroyée par le secteur d'activitéThe licence from the regulator of the sector in which the investor will operate, required in the registration file (Article 17(7)).
Environmental impact assessment certificateIcyemezo cy'isuzumangaruka ku bidukikijeCertificat d'étude d'impact environnementalThe certificate confirming environmental assessment of a project, part of the registration file (Article 17(4)).
ManufacturingGutunganya ibintu mu rugandaFabricationMaking or altering materials in Rwanda into a new end product, beyond mere assembly (Article 2(31)).
Value additionInyongeragaciroValeur ajoutéeProcessing that increases a product's value by at least the EAC rules-of-origin reference rate (Article 2(49)).
Emphyteutic leaseUbukode burambyeBail emphytéotiqueA long-term contract between the State and a person to use and develop land; the main land right available to foreigners.
FreeholdInkondabutaka—Full ownership of land, available to a foreigner only by Presidential Order (Article 6 of the Land Law).
Land concessionIntizo—A grant of State land for a defined use, such as agriculture, tourism or mining, available to foreign investors (Articles 11 and 16 of the Land Law).
Special economic zoneAhantu hihariye mu by'ubukunguZone économique spécialeA designated area regulated under Law N° 05/2011, where developers, operators and users are licensed by RDB's zones regulator.
Next in this chapter · 1.3Forms of investmentHow to choose between a subsidiary, a branch, a joint venture, an acquisition, a public-private partnership or a financial-centre vehicle, and what each form means for RDB registration, merger control, tax and exit.Continue →

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This 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.