Takeover/merger Regulations

• CEMAC Regulation No.06/19‐UEAC‐639‐CM‐33, 7 April 2019  provides that concentrations of a community dimension must be subject to a prior notificationand merger control review carried out by the Conseil Communautaire de la Concurrence.  Following this notification, the Commission issues its decision on the concentration.
• Only concentrations meeting one of the following thresholds are considered as being of a community dimension:
  • at least two of the undertakings involved have a turnover above CFA Francs 10 billions in the Common Market; or
  • both undertakings have an aggregate 30% market share in the Common Market.

Principle legislation

• Regulation No 01/22 -CEMAC-UMAC/CM/COSUMAF   02 August 2022  on the organisation, operation and supervision of the financial market of Central Africa
• Regulation establishing a specific tax regime applicable to the transactions listed on Bourse des Valeurs Mobilières de l'Afrique Centrale (BVMAC)
• General regulation of COSUMAF dated 15 January 2009 

Regulatory body or bodies

The Commission de Surveillance du Marché Financier de l'Afrique Centrale (COSUMAF) is the regulatory and supervisory body of the central Africa region financial market. The COSUMAF tracks violations to the financial market regulations. It represents the public authority and its mission is to ensure the protection of the savings invested in securities, the investor information and the proper functioning of the market.  

Listing Rules

The BVMAC is a public limited company with public service mission, in charge of the organization and management of the sub-regional financial market. The BVMAC sets the conditions for admission to the permanent stock market listing, the method and rules of listing, the method of stock orders entries, the conduct of meetings and the official publication of the stock prices. It also lays down the procedures for the practical implementation of public offers, the mandatory financial coverage of brokerage firms. The main function of the BVMAC is the management of the quotation system and the registration of trades in listed securities. As a market operator, the BVMAC determines the practical rules of operation and admission of securities on the stock exchange as well as the market compartments.

Exchange

Central African Stock Exchange (Bourse des Valeurs Mobilières de l'Afrique Centrale) (BVMAC) 

Current number of listed companies

7 listed companies

Public offers/disclosure regulations

N/A

Scope

The Regulations apply to all economic activities whether conducted by private or public persons within, or having an effect within, the Common Market, except:

• arrangements for collective bargaining on behalf of employers and employees for the purpose of fixing terms and conditions of employment;
• activities of trade unions and other associations directed at advancing the terms and conditions of employment of their members; and
• activities of professional associations designed to develop or enforce professional standards reasonably necessary for the protection of the public interest.

Impact of regulatory regime on business

A party to a notifiable merger must notify the COMESA Competition Commission in writing of the proposed merger as soon as it is practicable, but in no event later than 30 days of the parties' decision to merge.

A filing fee is payable in relation to any notification based on the lower of:

• 0.5% of the merging parties' combined turnover in the COMESA region or 0.5% of their assets in that region, whichever is the higher

or

• US $500,000

Legislation

COMESA Competition Regulations

Corruption Perception Index rank worldwide for 2022

164

Signatories to United Nations Convention Against Corruption (UNAC)?

Yes

(UNAC) ratified?

Yes

Signatories to the African Union Convention on Preventing and Combating Corruption?

Yes

Ratified?

Yes

Corruption Perception Index score for 2022

21

Signatories to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions?

No

Structure of the court system

Judicial authority resides in the Supreme Court, the Public Auditor, Appeal courts and other national courts.

There are separate divisions of the Supreme Court, namely, commercial; labour; administrative; financial and penal divisions. The Supreme Court has jurisdiction to determine:

• appeals against judgments of the courts of appeal;
• appeals against judgments of the criminal courts of Brazzaville, Pointe Noire and Owando;
• cases involving allegations of criminal conduct by judges; and
• crimes committed by judges.

The Republic of Congo has four courts of appeal across the country.

Arbitration

The Uniform Act on Arbitration governs the arbitration regime in Congo. The Uniform Act does not limit arbitration to commercial and professional matters; individuals and corporate bodies alike may refer their dispute to arbitration.

Effectiveness of the court system

The legal and judicial system suffers from inefficiency, malfunctions and the weakness of its judicial infrastructure. The legal and institutional framework of the private sector suffers from a multitude of constraints.

Perception of the local courts

In general, the courts are perceived by the local population to be fair and are seen as the best way to administer justice in Congo. This is particularly true of the higher courts (Supreme Court and Court of Appeal).

Enforcement of foreign judgments

Foreign judgements could be enforceable in Congo by exequatur. This is a procedure by which a national tribunal agrees to enforce a foreign legal decision.

Enforcement of arbitral awards

Arbitral awards rendered under the provisions of the Arbitration Rules have definitive authority in Congo and can be enforced by the courts.

Foreign investment incentives

Presidential decree No: 2004-30, 28 February 2004 defines the requirements for foreign and national companies to benefit from incentives offered by the Congolese government.

Four types of incentives are considered namely:

• incentives to export
• incentives to reinvest the company's profit in the Congo
• incentives for businesses in remote areas or areas which are difficult to access
• incentives for social and cultural investment

Industry specific legislation

Departmental Ordinance No. 04/DIP/004/90 of 21 April 1990 relating to competition regulation.

Law No. 96-002 of 22 June 1996 setting out the procedures for the exercise of the freedom of the press.

Pharmaceutical

Ordinance No. 72/6, 2 January 1958 relating to the advertising of pharmaceuticals and the sale, transfer or delivery of medicines outside pharmacies.

Dividends

Dividends paid are subject to a 20% withholding tax. Resident corporations are taxed on gross dividend; a corresponding 20% tax credit is available as double tax relief.

After three years, profits credited to the company's non-compulsory reserve are considered to be dividends and are subject to the 20% withholding tax on dividends.

A parent company may exclude the net dividends received from a Congolese or foreign subsidiary if the following conditions are satisfied:

• the parent company is a Congolese joint stock company or limited liability company that holds 30% or more of the capital of the subsidiary, which is also a joint stock company or limited liability company; and
• the subsidiary carries on only industrial, agricultural, mining, forestry, large-scale fishing or stockbreeding activities.

No withholding credit is allowed if the net dividends are excluded.

A Congolese joint stock company or limited liability company may exclude 90% of the net dividends received from a joint stock company or limited liability company located in Congo or another Central African Economic and Monetary Community country if the parent company holds 25% or more of the capital of the payer of the dividends.

Transfer pricing

Amounts paid by a Congolese company to a company or a group of companies located outside Congo are considered indirect transfers or profits if the payer is dependent de jure or de facto on the recipient of the payments and if the tax authorities establish that the payments are excessive or unjustified. This measure applies to certain transactions, including the following:

• overcharging for purchases;
• payment of excessive royalties;
• loans that are interest free or have unjustifiable rates;
• discounts of debts; and
• advantages granted out of proportion with the benefit provided.

Payments for the use of patents, marks, drawings and models, interest payments, and payments for services made by a Congolese company to a non-resident company located in a country with low or no taxation are considered indirect transfers of benefits unless the Congolese company proves that the payments correspond to real operations and that they are not excessive.

Personal income tax

Residents are subject to tax on worldwide income at a rate of 20%. Non-resident employees who work in Congo for more than two weeks a year are subject to tax on their Congolese-source income.

Individuals are considered resident if they have a dwelling in Congo, either as owners or as tenants with leases for at least one year, or if they otherwise maintain their principal residence in Congo.

Housing benefits provided to employees are taxed based on the deemed value of the accommodation.

Capital gains tax at a rate of 20% is applicable on the gains made by non-residents on the disposal of shares held in Congolese companies. The buyer and seller of the shares are jointly liable for the tax.

Capital Gains Tax

Capital gains are taxed at the regular corporate rate. The tax can be deferred if the proceeds are used to acquire new fixed assets in Congo within three years. In the event of a merger, if the business is totally or partially transferred or discontinued, only one-half of the net capital gains is taxed if the event occurs less than five years after the start-up or purchase of the business, and only one-third of the gains is taxed if the event occurs five years or more after the business is begun or purchased. The total gain is taxed, however, if the business is not carried on in any form by any person.

Corporation tax

Resident companies are taxed at a rate of 35%. Taxation is based on the territoriality principle.  Congolese companies trading or carrying on business outside Congo are not taxed in Congo on the related profits. Congolese companies are those registered in Congo, regardless of the nationality of the shareholders or where the company is managed and controlled. Foreign companies engaged in activities in Congo are subject to Congolese corporation tax on Congolese-source profits only.

Payroll tax and social security

Social security contributions are withheld monthly by employers. The tax base includes all compensation, benefits and allowances.

On a monthly salary of up to XAF 600,000, the following payments must be made:

• family allowance - 10.035 %
• accidents and illnesses due to professional activity - 2.25 %

Minimum pension contributions are required by law. On a monthly salary up to XAF 1,200,000 the following contributions are required:

• employer - 8 %
• employee - 4 %

Losses

Losses may be carried forward for three years; losses attributable to depreciation may be carried forward indefinitely. Losses may not be carried back.

Value Added Tax

18% standard rate

Thin Cap regulations

N/A

Export Processing Zone

N/A

Interest

0.2

Royalties

0.2