Overview of similarities and differences between the corporate forms of companies in the DRC.

OHADA Act relating to Commercial Companies and Economic Interest Groups of January 30, 2014 (“R-AUSCGIE") R-AUSCGIE creates several forms of companies:

• Public limited company (société anonyme, SA);
• Simplified limited lability company (société par actions simplifiée, SAS);
• Private limited liability company (société à responsabilité limitée, SARL);
• General partnership (sociétés à nom collectif, SNC);
• Limited partnership (société en commandite simple, SCS);
• Joint-venture (sociétés en participation);
• De facto partnership (sociétés de fait);

Private Limited Liability Company (‘’SARL’’)

• 1) Shareholders' responsibility and representation of rights:
  SARL is a commercial company in which the shareholders are liable for the company's debts up to the limit of their contributions and their rights are represented by Company shares. It may be formed by one natural person or a legal entity or by two or more natural persons or corporate bodies;
• 2) Capital and shares:
  The share capital is divided into shares whose nominal amount is fixed by the articles of association. Each share entitles to one vote at least at the general meetings of shareholders. There is no minimum share capital. The shareholders are free to set up the amount of their own share capital;
• 3) Control of the company:
  At least one (1) statutory auditor must be appointed in an SARL when one of the following three conditions is met:
• a) its share capital exceeds 20,000 USD;
• b) the annual turnover exceeds 500,000 USD;
• c) the permanent staff exceeds 50 employees.
• When none of the above criteria is fulfilled, the appointment of a statutory auditor is optional.
• 4) Management:
  SARL does not have a board of directors. The Sarl is managed by one or more managers (known as “gérants”) who may be chosen either by the articles of association or during the life of the company, by the majority of shareholders holding more than one-half of the registered company;
• 5) Collective decisions:
  Collective decisions are generally taken at general meetings. However, it should be mentioned there is a possibility to provide for a written consultation, in the articles of association.