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This guide is prepared by:
Mkono & Co
Both national or foreign individuals or legal entities, either in private or public law, “may be Associated if it meets the capacity requirements prescribed by law and regulations and is not subject to prohibition or incompatibility enacted in special laws” (article 4 of the Burundian Companies Code dated 30 May 2011).The same Code recognizes various types of companies. The various types of companies are divided into two main groups in the Code, Private and Public Companies.
Two forms of companies that are commonly incorporated are the SPRL and the SA. The SPRL (Société de Personnes à Responsabilité Limitée), is a private limited liability company which requires at least two (2) shareholders with a maximum of fifty (50) shareholders and has no board of directors but one or two managers. The liability of the company is limited to the company’s assets and to the shares in that company. The SPRL is managed by a general assembly and general shareholders meetings.
The S.A., (Société Anonyme), is a company limited by shares which requires at least three (3) shareholders without limitation of shareholders and has a board of directors with at least two (2) directors which must all have at least one (1) share each. The board of directors appoints a managing director. The liability of the company is limited to the company’s assets and to the shares in that company.
The various other most common forms of companies are the following:
- Private Companies:
- The SURL (Société Unipersonnelle à Responsabilité Limitée) is a single shareholding company; and
- Cooperative Company.
- Public Companies:
- Public Company ; and
- Semi-public Company.
Once the type of company has been decided on, the process to incorporate a company may then be followed. As from 6 March 2012, Burundi Investment Promotion Agency (API) introduced the “one-stop-shop” which is a consolidation of various business registration steps and entities into one which has made registering a business in Burundi faster and cheaper. Incorporating a company using the “one-stop-shop” now usually takes 1 – 3 working days.
There are no set restrictions for incorporation just requirements in the form of what documentation is required for example the identity documents of the shareholders. Since the API was introduced, the process of incorporation is simple with companies, should they opt for the assistance of a lawyer, sending powers of attorneys, copies of IDs and the forms filled out for the process to be done.