Business registration is administered by the Office of the Registrar General (ORG) within RDB. The ORG requirements distinguish between a local private company, a wholly owned subsidiary, a branch and a joint venture.

For a foreign company establishing a wholly owned subsidiary, the published requirements include notarised parent-company registration and constitutional documents and a notarised shareholder resolution stating the new company’s name, scope of business, management and shareholding. For a foreign-company branch, the parent ordinarily provides notarised incorporation and constitutional documents and a notarised resolution opening the branch and nominating the branch representative and board members. Documents notarised abroad should follow the authentication route accepted by ORG, and documents should be prepared consistently across the parent approvals, application and beneficial-ownership disclosure.

The constitutional and governance documents should do more than satisfy registration. They should address board composition, reserved decisions, authority to contract and operate bank accounts, shareholder funding, transfers, conflicts, dividends and the treatment of deadlock or default. In a joint venture, these matters normally require a shareholders’ agreement aligned with the articles of association.

Rwanda’s beneficial-ownership regime requires legal persons and arrangements to identify the natural persons who ultimately own or control them. ORG requires beneficial-ownership information on registration, when ownership changes and at the end of each accounting year as a confirmation that the information remains current. Its beneficial-ownership guidance asks for identity, nationality, residence, occupation, the nature and extent of the interest, and evidence of shares, voting rights, senior management or other control. A group should trace control through every intermediate entity rather than stopping at the immediate corporate shareholder.

After incorporation, establish a corporate compliance file containing the certificate, constitutional documents, statutory registers, beneficial-ownership records, board and shareholder resolutions, material contracts, licences and annual filing calendar. Changes to directors, addresses, capital, ownership or constitutional documents should be filed when required. Company registration also connects with income-tax registration, but separate registrations remain necessary where VAT, payroll, social security, customs or sector rules apply.