M&A, Competition & Exit

Buying a Rwandan business

Rwanda is open to foreign acquirers. Article 9 of Law N° 006/2021 of 05/02/2021 on Investment Promotion and Facilitation allows foreign investors to buy shares, and no general law caps foreign ownership of an ordinary company. A buyer chooses between a share purchase, which takes the company with its history; an asset purchase, which leaves liabilities behind but moves every land title, contract, licence and employee separately; and a statutory amalgamation under Articles 198 to 206 of Law N° 007/2021 of 05/02/2021 governing companies. Shares pass by entry in the register on a transfer form signed by both parties, and the board may refuse registration only within 30 working days and only where the law or the articles allow (Article 75). Acquisitions or disposals that are large relative to a company's assets are major transactions needing an independent fairness opinion and a special resolution, with buy-out rights for dissenters (Articles 196, 197 and 240). Anyone acquiring 50% or more of the votes of a public company must notify the company 30 days in advance and offer to buy out the other shareholders (Article 244), and a 5% holding in a bank needs the prior authorisation of the National Bank of Rwanda (BNR). These routes and approvals are explained in Acquiring a Rwandan company.

Due diligence and deal documents

Much of what a buyer needs is on official registers. Anyone may inspect the register of companies and the list of shareholders kept by the Office of the Registrar General and obtain authenticated copies (Article 278); security over movables and immovables is registered there; land titles carry a unique parcel identifier on the national register; and the Rwanda Revenue Authority (RRA) issues tax clearance certificates valid for three months. The gaps are in the company's own records, which inspections have often found incomplete, in unregistered liabilities to employees and to the social security fund, and in regulatory history. The searches, the documents to request and the red flags, including the one-year look-back for preferences in an insolvency, are in Due diligence in Rwanda.

Rwandan law leaves the content of a share purchase agreement to the parties, so warranties, indemnities, escrow and conditions precedent follow international practice. What is distinctively Rwandan is the closing mechanics: the transfer form and register entries, beneficial ownership filings within 14 days, the rules on a target giving financial assistance for the purchase of its own shares, the employees' position, and the capital gains tax of 10% on the seller's gain, which the Rwandan target itself must withhold and pay within 15 days after the month of the transfer, even on an indirect sale abroad. The documents, clauses and timetable are in Deal documents and closing mechanics.

Merger control after the 2026 competition law

Law n° 011/2026 of 26/02/2026 relating to competition and consumer protection came into force on 4 March 2026 and repealed Law nº 36/2012. A merger is any lasting change of control, including the acquisition of material influence over a company's commercial policy and the creation of a full-function joint venture (Article 10). Notifiable mergers are notified to the Rwanda Inspectorate, Competition and Consumer Protection Authority (RICA) within 30 days of the decision to merge; RICA publishes the notification and decides within 45 days, extendable once by 15, and the parties may not implement the merger before then, although a missed deadline is deemed approval (Articles 11 to 14). The turnover and asset thresholds and the filing fees are to be set by RICA Regulations that had not been published at 10 October 2026, and RICA may call in below-threshold deals within 12 months of completion. Failing to notify is punishable by a fine of up to 5% of the preceding year's turnover (Article 66).

Deals with a regional dimension may also need a filing with the COMESA Competition and Consumer Commission under the COMESA Regulations of 2025, or with the EAC Competition Authority, whose merger regime began on 1 November 2025 according to practitioners. Both regimes are suspensory, and the risk of filing in two or three places is real. The tests, clocks, fees, the substantive test, remedies, appeals, and the rules on cartels, vertical restraints and abuse of dominance are in Merger control and competition law.

Listed companies, joint ventures and exit rights

Ten equities were listed on the Rwanda Stock Exchange (RSE) on 9 October 2026. A bid for a listed company is governed by the Capital Markets (Takeovers) Regulations N°10, 2012: a mandatory offer for all equity classes once a person, alone or in concert, acquires 25% or more of the votes, at not less than the highest price paid in the previous six months; a 24-hour announcement rule; an offer open for at least 30 days; and pre-approval of documents by the Capital Market Authority (CMA). Holdings crossing 5% must be disclosed, insider dealing carries three to five years' imprisonment, and the CMA's 2026 governance Regulations apply from 2 October 2026. Gains on listed securities are exempt from capital gains tax. These rules are in Public companies, the Rwanda Stock Exchange and takeovers.

Most foreign investors enter alongside a partner. The Companies Law gives private company shareholders pre-emption on new issues only, so transfer restrictions, drag-along, tag-along, put and call options and deadlock provisions must be written into the articles and the shareholders' agreement. Statutory buy-out rights protect a minority that votes against a major transaction or amalgamation, and the creation of a full-function joint venture can itself be a notifiable merger. The drafting points and the exit routes are in Joint ventures, shareholder agreements and exit rights.

Leaving Rwanda: solvent exit and insolvency

A solvent company that has finished its business can be closed in two ways. It can be put into voluntary liquidation, which is governed by Law N° 075/2021 of 06/12/2021 relating to insolvency even when the company is solvent (Article 2(4)), with a licensed insolvency practitioner as liquidator; or, where it has ceased business, paid its known creditors and distributed its surplus, it can apply by special resolution to be removed from the register (Article 208 of the Companies Law). Either way, the company must also de-register for tax on the RRA's E-tax system with a zero balance, settle its social security contributions with the Rwanda Social Security Board (RSSB), give RDB 30 days' prior notice of termination if it is a registered investor, and distribute or deal with every asset, because property left in a company when it is struck off vests in the State (Article 286). Directors' and shareholders' liability for earlier acts survives removal (Article 280). The steps are in Liquidation, striking off and deregistration.

When a company cannot pay its debts as they fall due, or its assets are less than its liabilities plus stated capital, Law N° 075/2021 offers debt arrangement, compromise, administration and court-supervised reorganisation, with a moratorium, rescue finance ranking ahead of unsecured debts and a 75% creditor vote per class, as well as liquidation. Secured creditors rank second after the costs of the proceedings, ahead of employees, social security and taxes; preferences and transactions at an undervalue in the year before commencement can be set aside; and foreign main and non-main proceedings can be recognised by Rwandan courts on a model drawn from the UNCITRAL Model Law. These are in Insolvency and restructuring.

How to use this chapter

Read the chapter in the order a transaction runs. A buyer starts with Acquiring a Rwandan company to choose the route and list the approvals, then Due diligence in Rwanda before committing to a price, Deal documents and closing mechanics when drafting, and Merger control and competition law to set the timetable. Bidders for listed companies read Public companies, the Rwanda Stock Exchange and takeovers; partners in a joint venture read Joint ventures, shareholder agreements and exit rights before they sign; and investors planning to leave read Liquidation, striking off and deregistration or, if the business is in difficulty, Insolvency and restructuring. The tax side of every exit is covered in Capital gains, property and other taxes, and taking the proceeds out of Rwanda in Repatriating profits and capital.

Each section ends with the Be Rwanda Wise FAQs on the subject (FAQ 98 covers changes of ownership), the official sources and a question you can put to Rwandabot, the AI legal-information chatbot, about your own transaction. The guide states the law at 10 October 2026. Several points are moving: RICA's merger thresholds, fees and simplified procedure, the Ministerial Order on the Independent Appeal Committee, the allocation of cases between COMESA and the EAC, and RRA's practice on the capital gains tax withheld by targets. Check the position again before a 2027 transaction, and take advice from a Rwandan advocate on any specific deal.