Acquiring a Rwandan company: share purchases, asset purchases and statutory amalgamations under Law N° 007/2021, major-transaction approvals and dissenters' buy-out rights, the 50% control-block offer for public companies, foreign buyers, BNR and other change-of-control approvals, merger filing and post-closing registration

Three ways to buy a Rwandan business

A foreign or Rwandan investor who wants an existing Rwandan business has three legal routes. The most common is a share purchase, in which the company carries on unchanged with its contracts, licences, land, employees and liabilities. The second is an asset purchase, in which the buyer, usually through a new Rwandan subsidiary, takes the business assets one by one and leaves the seller's liabilities behind. The third is a statutory amalgamation under Articles 198 to 206 of Law N° 007/2021 of 05/02/2021 governing companies, as amended by Law n° 019/2023 of 30/03/2023 (the Companies Law), by which two or more Rwandan companies continue as one company that succeeds by operation of law to all their property, rights and liabilities. Subscribing for new shares is a fourth option, governed by the allotment and pre-emption rules in Articles 58 and 59 (Share capital, shareholders and shares).

Nothing in Rwandan law caps foreign shareholding in an ordinary commercial company. Article 9 of Law N° 006/2021 of 05/02/2021 on Investment Promotion and Facilitation (the Investment Code) allows foreign investors to purchase shares, and the companies, competition and tax laws apply in the same way to foreign and Rwandan buyers (FAQ 12). What shapes a deal is the target's articles and shareholders' agreement, the Companies Law approvals for large transactions, sector change-of-control rules, merger control and the seller's tax. State-owned stakes are sold under Law No. 045/2024 of 31/05/2024 on privatisation, which commentators report came into force on 7 June 2024 and permits private placement, strategic sale and sale on international markets. How each form of entry compares with a new subsidiary or a joint venture is covered in Forms of investment.

Share purchases: how title passes and what the target's articles can do

Subject to the company's incorporation documents, shares are transferred by entering the name of the transferee in the company's register of shareholders (Article 75 of the Companies Law). The company must receive a share transfer form signed by the shareholder and by the transferee, together with the share certificate if one was issued, or evidence of its loss or destruction and any indemnity the directors require. On receipt, the company enters the buyer in the register unless the Board of Directors resolves, within 30 working days of receiving the transfer, to refuse or delay registration, sets out its reasons in full, sends notice of the resolution and reasons to both parties within five working days, and the Law or the incorporation documents expressly allow the board to refuse or delay for those reasons. Subject to the articles, the board may also refuse to register a transfer of shares on which money is owed to the company. A transfer form marked "certificate lodged" and signed under the company's name is a representation that the documents were produced, and a negligent false certification makes the company liable as if it were fraudulent (Article 79).

A private company must restrict the transfer of its shares (Articles 7 and 8), and the Companies Law gives existing shareholders no statutory pre-emption right on a transfer of existing shares: the pre-emption right in Article 59 applies only to new issues. Rights of first refusal, tag-along and drag-along rights and consent requirements therefore come only from the articles and any shareholders' agreement, and must be waived or satisfied before signing. Conversely, a buyer who wants 100% but faces a hold-out minority has no general statutory squeeze-out in a private company; only a drag-along right in the articles or agreement will compel a sale (Joint ventures, shareholder agreements and exit rights).

A share purchase takes the company as it is. The buyer inherits its tax history, including the Rwanda Revenue Authority's (RRA) five-year audit window, its employment liabilities and its contracts, some with change-of-control clauses. Under Article 31 of Law nº 027/2022 of 20/10/2022 establishing taxes on income, a change of more than 25% in the direct or indirect ownership or voting rights of an unlisted company cancels its unused tax losses, unless the change results from an internal reorganisation that keeps all the shareholders, each of whom has held shares for at least three years, so a target's tax losses should usually be valued at nil (Capital gains, property and other taxes).

Asset purchases: transferring a business piece by piece

An asset purchase lets the buyer leave unknown liabilities behind, but every asset has to be moved by its own procedure. Land rights are transferred by registration on the Irembo portal under the "Title Transfer – Voluntary Sale" service, which IremboGov describes as free of charge and completed within seven working days, with the contract notarised by the sector land manager or a private notary and no outstanding land taxes on the parcel; a foreign buyer can hold only an emphyteutic lease or concession, and only for investment (How foreign investors access land). Contracts are assigned only with the counterparty's consent. Licences pass only where the licensing law allows a transfer and the regulator consents; otherwise the buyer applies for its own. Security granted to the seller's lenders must be released.

Employees are the most delicate part. Article 16 of Law N° 66/2018 of 30/08/2018 regulating labour in Rwanda (the Labour Law) provides that an employment contract cannot be transferred from one employer to another without the employee's consent, while Article 15 provides that, in case of modification of the enterprise's legal status, contracts in progress remain valid between the new employer and the existing employees and may be terminated only as the Labour Law allows. No published decision says whether a sale of a business as a going concern falls within Article 15, so the safer course is each employee's written consent to the transfer on unchanged terms, with notice and terminal benefits priced in for anyone who refuses (Termination, severance and redundancy).

The seller's investment certificate does not travel with the assets. A buyer that will carry on a priority-sector activity registers its own investment with the Rwanda Development Board (RDB), and the seller, if it is a registered investor that is suspending or terminating operations, must give RDB 30 days' prior written notice under Article 27 of the Investment Code (RDB registration and the investment certificate). The seller company is taxed on its gain in its corporate return, land sales attract the 2% or 2.5% tax under Law N° 048/2023 of 05/09/2023, and the restructuring relief in Articles 53 and 54 of the Income Tax Law for acquisitions of 50% or more of an entity's assets should be checked before the price is fixed.

Corporate approvals: major transactions, amalgamations and dissenting shareholders

The Companies Law protects shareholders of both buyer and seller when a transaction changes the scale of the company. Under Article 196, a major transaction is (1) the acquisition of, or agreement to acquire, assets worth 10% or more of the value of the company's assets before the acquisition; (2) the disposal of, or agreement to dispose of, assets worth more than half the value of the company's assets; or (3) a transaction under which the company acquires rights or incurs obligations, including contingent liabilities, worth more than half the value of its assets. Granting a charge over more than half the assets solely to secure money or performance is not a major transaction. The 10% acquisition limb is low, so a Rwandan buyer of any significant business will often be making a major transaction.

Article 197 sets the procedure. The company must disclose the proposal to its shareholders immediately on receiving it, including any related-party interest of a director or controlling shareholder. It may then proceed only if (1) the board has first obtained the opinion of an independent professional financial adviser analysing the terms and giving an opinion on their fairness to the shareholders; (2) the board has approved the transaction and submitted it to a general meeting called for that purpose, with a summary, the board's recommendation and the adviser's opinion sent to every shareholder entitled to attend; and (3) the transaction is approved by special resolution, which Article 2 defines as 75% of the votes of shareholders entitled to vote and voting. A shareholder who voted all his or her shares against a special resolution approving a major transaction or an amalgamation may require the company to buy those shares at a fair and reasonable price (Articles 106 and 240), with any dispute over price referred to arbitration while the company pays an interim price (Article 242). Articles 107 and 241 give different time limits (15 days and 30 days, or ten and twenty working days), so a shareholder should act within the shorter period and a company allow the longer.

A statutory amalgamation follows Articles 198 to 206. Each company's directors must resolve that the amalgamation is in the best interests of its shareholders and that the amalgamated company will satisfy the solvency test immediately after it takes effect, and those voting in favour sign a certificate to that effect (Article 202). The amalgamation proposal, the proposed incorporation documents, the directors' certificates and a statement of the directors' material interests must be sent to each shareholder at least 20 working days before the amalgamation takes effect, and the shareholders of each company approve it by special resolution (Articles 191 and 202). The documents are delivered to the Registrar General within ten working days of the resolution (Article 203), who issues a certificate of amalgamation (Article 204); creditors may recover from directors who certified solvency without reasonable grounds (Article 205). Above all, Article 198 provides that the parties cannot implement an amalgamation until it has been approved, with or without conditions, by the authority in charge of competition and consumer protection.

Public companies: the 50% control-block offer

A buyer of a public company, which in Rwanda means a company registered as public with freely transferable shares, whether or not listed, meets a mandatory-offer rule in the Companies Law itself. Under Article 244, a person who, alone or with affiliated persons, intends to acquire a control block of 50% or more of the votes of a public company must send written notice of that intention to the company no later than 30 days before acquiring it. Affiliated persons are companies in which the person holds more than 50% of the votes or exercises controlling influence, the family of an individual, and persons acting in concert. Within 60 days of acquiring the control block, the acquirer must offer to buy the shares of all holders of each voting class in which it holds shares, at a price not less than the weighted average price it paid for those shares in the six months before the acquisition. The offer stays open for at least 30 days, the process must be completed within 120 days of the notice, and an acquirer that does not comply loses the right to vote any shares of that class.

If the target is listed on the Rwanda Stock Exchange, the Capital Markets (Takeovers) Regulations N°10, 2012 apply in addition and impose a mandatory offer at a lower trigger of 25% of the voting rights, a timetable supervised by the Capital Market Authority (CMA) and disclosure of holdings crossing 5%. Those rules, the 2026 corporate governance Regulations and the tax exemption for listed securities are in Public companies, the Rwanda Stock Exchange and takeovers.

Sector regulators and the investment certificate

In regulated sectors the regulator's approval of a change of control is often the longest item on the timetable. The clearest rule is in banking. Under Law nº 044/2024 of 30/05/2024 governing banks, a person may not acquire or transfer, directly or indirectly, a significant holding or controlling interest in a bank without the prior authorisation of the National Bank of Rwanda (BNR) (Article 21). A significant holding is one that, alone or with others, represents at least 5% of the bank's equity capital or voting rights, or allows significant influence over its management (Article 2(r)). A holding acquired without authorisation is void; the holder loses dividends, votes and other rights, and BNR may suspend the shareholder and have the shares transferred or sold. No person with its related parties may hold more than 25% of a bank without BNR's authorisation (Article 20), and crossing BNR's supervisory thresholds needs prior authorisation (Article 22). An indirect acquisition, such as buying the foreign parent of a Rwandan bank, is caught.

Insurers, microfinance institutions and payment service providers are licensed by BNR, market intermediaries by the CMA, telecoms, energy and transport operators by the Rwanda Utilities Regulatory Authority (RURA), and mineral rights by the Rwanda Mines, Petroleum and Gas Board (RMB) under Law N° 072/2024 of 26/06/2024 on mining and quarry operations (FAQ 91; FAQ 92). Each licence must be read for its own change-of-control rule, which this guide has not reviewed for every sector. Where the target is a registered investor, Article 27 of the Investment Code requires 30 days' written notice to RDB before the nature of operations changes or operations are suspended or terminated; a change of shareholders alone is not a listed event, but the buyer should still write to RDB to record it.

Merger control: a condition of most significant deals

Since 4 March 2026, Law n° 011/2026 of 26/02/2026 relating to competition and consumer protection treats any lasting change of control as a merger, including the acquisition of material influence over commercial policy through a minority stake with veto rights (Article 10). Notifiable mergers are notified to the Rwanda Inspectorate, Competition and Consumer Protection Authority (RICA) within 30 days of the decision to merge and may not be implemented until RICA decides, within 45 days of a complete notification, extendable once by 15 (Articles 11 and 14). The thresholds await RICA Regulations, and deals with businesses in other member states may also need a suspensory filing with the Common Market for Eastern and Southern Africa (COMESA) or the East African Community (EAC). The tests, clocks and fees are in Merger control and competition law; each clearance should be a condition precedent in the agreement (Deal documents and closing mechanics).

From term sheet to registered owner: the acquisition timeline

1. Structure and term sheetChoose the route; list regulators, merger-control regimes and corporate approvals on both sides; agree exclusivity and confidentiality, with a clean-team protocol if the parties compete.
2. Due diligenceSearch the Office of the Registrar General's register and list of shareholders, security registers, land titles, RRA tax status and litigation, and review the target's own registers and contracts (Due diligence in Rwanda).
3. Negotiate and signSign with conditions precedent for each approval and a capital gains tax mechanism; signing usually starts the 30-day RICA notification clock.
4. Corporate approvalsBoard approvals, any fairness opinion and special resolution (Article 197), amalgamation resolutions and certificates (Article 202), and waivers under the articles.
5. Regulatory filingsNotify RICA within 30 days of the decision to merge, and COMESA or the EAC where their tests are met; apply to BNR or other sector regulators; give any Article 244 notice 30 days before acquiring a control block of a public company.
6. ClosingDeliver the signed transfer form and share certificate, board resolution to register the transfer, resignations and appointments of directors (keeping at least one director resident in Rwanda under Article 157), and pay the price net of any capital gains tax retention.
7. Register and fileUpdate the register of shares within 7 days and the shareholder index within 14 days, file beneficial ownership changes with the Registrar General within 14 days, and notify director changes to the Registrar General with the new directors' consents, and deliver any amalgamation documents within 10 working days (Article 203).
8. Tax and investor noticesThe target declares and pays the 10% capital gains tax within 15 days after the month of the transfer; notify RDB if the target is a registered investor; update bank mandates and licences.