The Investment Code 2021: Law N° 006/2021 on Investment Promotion and Facilitation, who counts as a foreign investor, priority sectors, strategic projects, the investor guarantees, the Private Investment Committee and how the Code fits with Rwanda's other business laws

What the Investment Code is and where it sits

Rwanda's investment statute is Law N° 006/2021 of 05/02/2021 on Investment Promotion and Facilitation, universally called the Investment Code. It was published in Official Gazette n° 04 bis of 08/02/2021 in Kinyarwanda, English and French side by side, and came into force on the date of publication (Article 32). It repealed Law N° 06/2015 of 28/03/2015 relating to investment promotion and facilitation and all prior provisions contrary to it (Article 31). Article 30 records that the law was drafted in English and considered and adopted in Kinyarwanda, which matters if the three language versions ever diverge. As at 10 October 2026 no amending law has been published: the record for the Code on the official law portal, amategeko.gov.rw, was last updated on 26 May 2025 and lists no amendment.

The Code is short: 32 articles and an Annex of incentives. Chapter II sets out guarantees to every investor and the institutional arrangements for facilitation; Chapter III governs investment registration and the investment certificate; Chapter IV the obligations of a registered investor; Chapter V change, suspension and termination of investment operations; and Chapter VI transitional and final provisions. The Annex, which carries the preferential tax rates, tax holidays, withholding tax reductions and immigration benefits, is described in Investment incentives. The Code is not a licensing law. A foreign investor does not need its approval to set up a company or buy shares; it is a framework of guarantees for all investors and a voluntary registration system that unlocks incentives for those who register.

The definitions that drive the Code

Most of the Code's practical effect turns on a handful of definitions in Article 2. An investment is the use of tangible or intangible assets for profit-making purposes "with the exception of retail and wholesale activities" (Article 2(25)). Shops and distribution businesses are therefore open to foreign investors as ordinary businesses, but they are outside the Code's notion of investment and cannot be registered for its incentives. An investor is an individual or a commercial entity that makes investments in Rwanda (Article 2(29)), and a registered investor is an investor who holds an investment certificate (Article 2(41)). The investment certificate is the document RDB issues describing "the facilitations the investor is entitled to depending on the investment made" (Article 2(26)).

The distinction between an investor and a registered investor runs through the whole Code. The guarantees of property, intellectual property and repatriation in Articles 10 to 12 are expressed for "an investor", not only a registered one, so they protect every investor. By contrast, the incentives in the Annex are granted only to a registered investor fulfilling the requirements (Article 6), and the amicable settlement procedure in Article 13 applies to a dispute "in connection with a registered investment". Registration is explained in RDB registration and the investment certificate.

Article 2 also defines several investor categories that unlock particular benefits: a high net worth individual invests at least USD 1,000,000 in a registered project in a priority sector or acquires high-end property in Rwanda worth at least USD 500,000 (Article 2(22)); a philanthropic investor invests at least USD 20,000,000 in an entity established in Rwanda primarily for social impact and meets guidelines of the Private Investment Committee (Article 2(35)); and a small and medium investor has annual turnover below RWF 100,000,000, net capital investment below RWF 75,000,000 and between 10 and 100 workers (Article 2(42)).

Who is a foreign investor: the EAC and COMESA carve-out

Article 2(16) defines a foreign investor in three limbs. The first covers an individual who is not a Rwandan national or a resident of a Partner State of the East African Community, of a member State of the Common Market for Eastern and Southern Africa (COMESA), "or of a member State of any other Common Market Protocol that the Government of Rwanda enters into". The second covers an individual, company or partnership not registered in Rwanda or in any of those States. The third covers a company or partnership registered in Rwanda whose foreign capital comes from countries outside those blocs and is at least 51% of the invested capital "following an agreement between Rwanda and their country of origin". The closing words of the third limb are not explained elsewhere in the Code, and RDB's published materials do not apply them as a separate condition; an investor relying on the classification should confirm RDB's treatment in writing.

The consequence is that a Kenyan, Ugandan, Tanzanian, Burundian, Congolese or Egyptian investor, or a company registered in one of those States, is not a foreign investor for the Code's purposes, and a Rwandan joint venture company is foreign only if non-EAC and non-COMESA capital reaches 51%. Because Article 9 gives foreign investors equal treatment with Rwandan investors on incentives and facilitation, the label rarely changes the legal entitlements under the Code itself. It matters in practice because RDB's published guidance applies different capital thresholds to foreign and to local, EAC and COMESA promoters, and because other laws use their own, different definitions: the Land Law treats as a foreigner a company or cooperative "with legal personality from a foreign country" (Article 2(30) of Law N° 27/2021) and does not say expressly how a Rwanda-registered company with foreign shareholders is treated.

Open sectors and the twelve priority sectors

Article 3 states that "all business sectors are open to private investment regardless of the origin of the investor", while encouraging investment in priority economic sectors. The Code contains no negative list, no foreign ownership cap and no requirement for a local partner. Openness does not remove sector regulation, which is explained in Sectors open to foreign investors and licensing.

Article 4 lists the priority economic sectors that benefit from incentives: (1) export; (2) manufacturing in textiles and apparel, electronics, ICT equipment, large-scale agricultural operations excluding coffee and tea, pharmaceuticals, processing in wood, glass and ceramics, processing and value addition in mining, agricultural equipment and related industries; (3) energy generation, transmission and distribution; (4) ICT, business process outsourcing and financial services; (5) mining activities relating to mineral exploration; (6) transport, logistics and electric mobility; (7) construction or operation of specialised innovation parks or specialised industrial parks; (8) affordable housing; (9) tourism, including hotels, adventure tourism and agro-tourism; (10) horticulture and other high-value plants on a list approved by RDB; (11) the film industry; and (12) skills development in areas of limited national capacity determined by RDB. Large-scale agricultural operations mean mechanised crop production on at least 200 hectares, livestock production of at least 5,000 chickens and at least 500 other animals, or fish production of at least 500 tonnes a year (Article 2(30)).

An Order of the Minister in charge of finance may add priority sectors (Article 4) and corresponding incentives (Article 6), and the Private Investment Committee may identify further priority sectors for Cabinet approval (Article 15). No such order adding sectors had been located on the official portal as at 10 October 2026, so the Article 4 list is the operative one.

Strategic investment projects and the Private Investment Committee

Large projects can negotiate. Article 5 defines strategic investment projects as projects of national importance with a strategic impact on development that meet one of six criteria: an anchor investment with first-mover demonstration effects; a significant impact on the sector's value chain; a proof of concept established in Rwanda for Rwanda, the rest of Africa or global markets; market-creating innovations that make essential products simple and affordable; an investment of significant scale in amount, output and jobs; or other criteria set by the Private Investment Committee. Under Article 7 Cabinet may grant a registered investor in such a project incentives additional to those in the Code.

The procedure is in Article 8. The proposal states the sector, the estimated investment amount, the estimated jobs, the additional incentives necessary for successful implementation, and the commercial and economic impact with, where applicable, a cost-benefit analysis of the incentives. Cabinet approves on the proposal of the Private Investment Committee (PIC), and an agreement is then negotiated between the registered investor and the Government, with RDB representing the Government in the negotiation (Article 16). Article 15 gives the PIC five duties: reviewing and approving strategic projects for negotiation, reviewing and approving their additional incentives, discussing investors' issues and proposing measures to resolve them, identifying new priority sectors for Cabinet approval and providing fast-track measures to increase competitiveness and private sector growth. Its composition and functioning are to be fixed by a Prime Minister's Order, which had not been located on the official portal as at 10 October 2026.

The guarantees in Articles 9 to 14

Article 9 authorises a foreign investor to invest and purchase shares in an investment entity in Rwanda and gives equal treatment with Rwandan investors "with regard to investment incentives and investment facilitation". The equality is deliberately scoped: it does not override the Land Law, sector licensing or immigration rules. Article 10 declares private property inviolable, prohibits seizure or confiscation except as provided by law, and permits expropriation in the public interest only after fair compensation in accordance with the relevant laws, principally Law N° 32/2015 of 11/06/2015 relating to expropriation in the public interest. Article 11 protects intellectual property rights and legitimate rights related to technology transfer.

Article 12 allows an investor, upon fulfilling its tax obligations in Rwanda, to repatriate its capital, profits from business activities, debt and interest on foreign loans, proceeds from liquidation and other assets. Foreign exchange operations are regulated by the National Bank of Rwanda (BNR) under Regulation N° 42/2022 of 13/04/2022 governing foreign exchange operations, as amended, which describes direct investment as fully liberalised; the documentary steps are in Repatriating profits and capital. Article 13 provides that a dispute between an investor and a State organ in connection with a registered investment is settled amicably, then referred to an agreed arbitration institution or contractual procedure, and failing a written agreement, to the competent court. Article 14 commits RDB to day-to-day facilitation with visas and work permits, water and electricity connections, sector licences, environmental impact assessment certificates and other support.

Three points are absent. The Code contains no stabilisation clause protecting registered investors against later changes in law, no general fair and equitable treatment standard, and no standing consent by the State to international arbitration. Investors who want those protections must find them in an investment agreement negotiated under Article 8 or in a bilateral investment treaty, which are covered in Investment guarantees, treaties and reporting.

How the Code fits with Rwanda's other business laws

The Code is the gateway, not the whole regime. 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 (Choosing a business vehicle). Income tax is governed by Law N° 027/2022 of 20/10/2022 establishing taxes on income, as amended, which sets the standard corporate income tax rate at 28% and refers to the incentives in the Investment Code; the Rwanda Revenue Authority (RRA) applies them. Land rights come from Law N° 27/2021 of 10/06/2021 governing land, under which foreigners receive emphyteutic leases or concessions allocated for investment, and freehold only by Presidential Order in exceptional circumstances of strategic national interest (How foreign investors access land). Mergers are controlled under Law N° 011/2026 of 26/02/2026 relating to competition and consumer protection, in force since 4 March 2026, and public-private partnerships under Law Nº 14/2016 of 02/05/2016 governing public private partnerships.

RDB itself is governed by Law No 057/2023 of 17/11/2023 governing Rwanda Development Board, which replaced the earlier RDB law. Within RDB, the Office of the Registrar General registers companies, the investment promotion and facilitation teams register investments and issue certificates, an investor aftercare unit assigns officers to resolve problems with land, utilities and other government bodies, and a special economic zones unit acts as the zones regulator (Special economic zones).