The business and corporate governance framework in the Democratic Republic of the Congo has reached a decisive milestone in financial transparency.

Pursuant to Ministerial Order No. 278/CAB/ME/MIN/J&GS/2026 dated July 8, 2026, the Ministry of Justice and Keeper of the Seals has formally operationalized the Ultimate Beneficial Ownership Register (Registre des Bénéficiaires Effectifs — RBE), entrusted to the management of the One-Stop Shop for Business Creation (Guichet Unique de Création d'Entreprise — GUCE).

Henceforth, all legal entities—whether commercial companies, non-profit organizations (ASBLs), cooperatives, or commercial establishments operating in the DRC—are required to identify and disclose the ultimate natural persons who own or control them.

Failure to comply with this obligation exposes your entity to major risks, including financial penalties, reporting to the Financial Intelligence Unit (Cellule Nationale des Renseignements Financiers — CNRF), and the suspension of business relationships with banks and financial institutions.

Discover the details of this new regulation and the mandatory compliance steps to be completed during the 180-business-day transitional period.

Under Article 4 of the Order, the ultimate beneficial owner is defined as the natural person who ultimately owns or controls a legal entity, or on whose behalf a transaction is conducted.

Where the ownership chain does not clearly reveal an owner, the Article establishes the following subsidiary criteria:

·       Ownership Interest: Any natural person holding, directly or indirectly, more than 25% of the capital or voting rights;

·       Control by Other Means: Any natural person exercising control through any other means (such as the power to appoint/remove executives or voting agreements);

·       Senior Management (Default): In default of the above, the chief executive officer or senior managing official (Managing Director, General Manager, Chairman of the Board of Directors).

2. Covered Entities The scope applies to a wide range of corporate structures operating in the DRC:

·       Commercial companies (LLCs/SARLs, Corporations/SAs, Simplified Stock Companies/SASs, etc.) and Economic Interest Groupings (EIGs/GIEs);

·       Commercial establishments (sole proprietorships);

·       Cooperative societies, unions, and federations;

·       Non-profit organizations (NPOs/ASBLs) and public utility foundations;

·       Policyholders of life insurance contracts and legal arrangements (express trusts).

3. Specific Regimes: PEPs, Proxies, and Bearer Shares If a beneficial owner holds or has held a prominent public function within the last 36 months (Politically Exposed Person — PEP), a specific declaration detailing their rank, duties, and the nature of their link to the entity is mandatory.

A proxy or nominee can never be declared as the ultimate beneficial owner; the identity of the actual principal must be disclosed.

The Order establishes a rigorous mechanism for verification and automatic cross-referencing between the GUCE, the tax administration, the Trade and Personal Property Credit Register (RCCM), and financial institutions.

In the event of failure to declare, late filing, misrepresentation, or failure to update information, your entity risks:

·       Administrative fines set jointly by the Ministry of Justice and the Ministry of Finance.

·       Suspension of business relationships: If the relevant authorities identify a discrepancy between your declarations and their internal data, a grace period of 30 business days is granted to rectify the issue. Beyond this period, the matter is referred to the CNRF, and your bank accounts or business relationships may be suspended.

·       Criminal prosecution: Finally, the file may be referred to criminal prosecution authorities under Anti-Money Laundering and Counter-Terrorism Financing (AML/CFT) frameworks, pursuant to Law No. 22/068 of December 27, 2022.

Companies and legal entities incorporated prior to the signing of the text are granted a transitional period of 180 business days from July 8, 2026, to bring their status into compliance with the GUCE.

After this period, any late filings will be subject to late payment penalties.

·       Data Collection: Identify the complete chain of ownership up to the ultimate natural person (Full name, nationality, address, passport/ID number, percentage of shares/voting rights).

·       Completion of the Single Form: Official form provided by the One-Stop Shop for Business Creation (GUCE), dated and signed by the legal representative or a duly authorized proxy.

·       Submission of the File: Depending on the nature of the entity, filings are submitted to the GUCE, the Registry of the Commercial Court, the Provincial Division of Justice (for NPOs/ASBLs), or the National Service for Cooperatives (SNCOOP).

Determining the ultimate beneficial owner can prove complex, particularly within international corporate structures, investment holdings, or cross-shareholdings.

Our law firm leverages its expertise in DRC business law and OHADA law to assist you with:

·       Legal analysis of your corporate structures and precise identification of ultimate beneficial owners in accordance with statutory criteria.

·       Reviewing the status of your executives/partners and assembling specialized compliance filings.

·       Handling administrative filings with the GUCE and competent court registries within statutory deadlines.

·       Legal representation before administrative and banking authorities in the event of discrepancy notices or requests for regularization.

Disclaimer: This note is provided for general informational purposes only and under no circumstances constitutes legal advice. Should you require advice on how these provisions apply to your specific situation, please consult your regular legal counsel or contact our firm directly.