. DEFINITION
A foreign company is a company incorporated outside of Rwanda and that has some of its activities in Rwanda by:
- establishing a share transfer office or a share registration office in Rwanda;
- administering, managing or dealing with property in Rwanda as an agent, personal representative or trustee, whether through its employees or an agent or in any other manner.
A foreign company has to be registered by the Registrar General. Where it is established that its name is confusing as far as companies inside the country are concerned, he/she shall require the name to be changed.
REGISTRATION OF FOREIGN COMPANIES
Every foreign company shall, before starting business file the following with the Registrar General :
- a duly authenticated copy of its articles of association and the certificate of its registration delivered by the registration officer;
- a duly authenticated copy of its certificate of incorporation, articles of association, memorandum of association depending on where it was established and any other instrument constituting or defining its being established;
- a list of its directors residing in Rwanda;
- a memorandum of or power of attorney to represent the company in Rwanda;
- notice of its registered office in Rwanda;
- a declaration made by the authorized agents of the company.
Where a foreign company has complied with the provisions of the law, the Registrar General shall register the company and shall issue a certificate thereof in the prescribed form.
OBLIGATIONS APPLICABLE TO FOREIGN COMPANIES
The law sets out obligations related to foreign companies, notably:
- Obligation to file with the Registrar General a court order (art. 328);
- Obligation by the Registrar General to approve changes (article 329);
- Obligation of a foreign company to deposit to the Registrar General has copy of a Balance Sheet (art. 330);
- Obligation to comply with requirements to local companies Rwanda of (art. 331);
- Obligation to comply with international accounting standards (art. 332);
- Obligation to give Notice by a foreign company of particulars of its business in Rwanda
(art. 333);
- Obligation to keep at the head office, branch registers (art. 334);
- Filing with the Registrar General a notice as to a place where the register is kept (art.
335 and 336);
CESSATION OF FOREIGN COMPANY ACTIVITIES
In the terms of the article 340, where a foreign company ceases to have a place of business or to carry on business in Rwanda, it shall, within seven (7) days of the date of the cessation, file with the Registrar General a notice to that effect, and as from the day on which the notice is filed, its obligation to file any document other than a document that ought to have been filed shall cease to operate, and the Registrar General shall within three (3) months after the filing of the notice remove the name of the company from the register.
Article 341 adds by saying that Where a foreign company goes into liquidation or is dissolved in its place of incorporation or origin:
- an authorized agent in Rwanda shall, upon commencement of the liquidation, file with the Registrar General a notice to that effect;
- the liquidator of a dissolved company shall have the powers of a liquidator for Rwanda
The article 342 gives the procedure to follow by the liquidator in these terms, A liquidator of a foreign company appointed by the Court or a person exercising the powers and functions of such a liquidator shall:
- before any distribution of the foreign company’s assets is made, by advertisement in a newspaper circulating generally in each country where the foreign company had been carrying on business and where no liquidator has been appointed , invite all creditors to make their claims against the foreign company within a reasonable time before the distribution;
- not, without leave of the Court, pay out any creditor to the exclusion of any other creditor.
Where a foreign company has been wound up so far as its assets in Rwanda are concerned and there is no liquidator for the place of its incorporation or origin, the liquidator may apply to the Court for directions as to the disposal of the net amount recovered (article 343).
Finally to the terms of the article 344 of the law says, On receipt of a notice from an authorized agent in charge of liquidation or dissolution of the company, the Registrar General shall remove the name of the company from the register.
Where the Registrar General has reasonable cause to believe that a foreign company has ceased to carry on business in Rwanda, shall remove it from the register of companies in accordance with the Law.
