Key Takeaways
- All companies incorporated in the Central African Republic must comply with the OHADA Uniform Act on Commercial Companies and Economic Interest Groups, which sets the baseline structural, governance, and capital requirements applicable to both domestic and foreign investors.
- Entity type determines minimum share capital thresholds, with the SARL and SA carrying distinct capital requirements that directly affect which legal form a foreign investor may feasibly establish.
- Registration through the Registre du Commerce et du Crédit Mobilier (RCCM) is mandatory, and failure to meet documentary or structural requirements at the time of application results in outright rejection or post-registration sanctions.
- Beneficial ownership disclosure obligations attach at the point of registration and continue on an ongoing basis, meaning foreign shareholders must be prepared to satisfy UBO reporting requirements as a condition of maintaining lawful operational status in the CAR.
Company formation in the Central African Republic is governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups, which the country adopted as a member state of the Organisation for the Harmonisation of Business Law in Africa. The Registre du Commerce et du Crédit Mobilier (RCCM) serves as the national registry responsible for processing and validating business registration applications.
This article covers the principal incorporation requirements Central African Republic authorities apply to entities seeking formal registration, spanning structural, documentary, and compliance obligations.
Failure to satisfy these requirements results in rejection of the registration application or, where deficiencies are discovered post-registration, potential legal sanctions and loss of operating authorisation.
Requirements can differ depending on the legal form of the entity, the sector in which it operates, and whether the applicant is a foreign or domestic investor. The applicable provisions under the OHADA Uniform Act set the baseline, but sector-specific regulators may impose additional conditions.
This article is most relevant to foreign entrepreneurs and international businesses seeking to establish a legal presence in the CAR for the first time.
Minimum Share Capital Requirements in Central African Republic
The Central African Republic operates within the OHADA legal framework, which governs business entity formation across member states, including share capital rules for entities such as the Société à Responsabilité Limitée (SARL) and the Société Anonyme (SA). Minimum share capital requirements CAR businesses must meet are defined under the OHADA Uniform Act on Commercial Companies rather than separate national legislation.
Capital contributions are verified at the point of incorporation through the Greffe du Tribunal de Commerce (Commercial Court Registry), which requires documentary evidence that the required capital has been deposited before the entity is formally registered.
| Parameter | Detail |
|---|---|
| Minimum Authorized Share Capital | XAF 1,000,000 for SARL; XAF 10,000,000 for SA (per OHADA Uniform Act) |
| Maximum Authorized Share Capital | No statutory maximum |
| Minimum Paid-Up Capital | XAF 1,000,000 for SARL; XAF 2,500,000 for SA at incorporation |
| Paid-Up Requirement at Incorporation | At least 50% of subscribed cash contributions must be paid up upon incorporation for an SA |
| Accepted Currency | Central African CFA Franc (XAF) |
| Accepted Forms of Contribution | Cash contributions and contributions in kind; contributions in industry are excluded from share capital |
| Timeframe to Deposit Capital | Prior to filing with the Commercial Court Registry |
Depositing capital into a bank account alone does not complete the incorporation requirement. The deposit certificate must be formally submitted to the Greffe du Tribunal de Commerce before registration proceeds.
Company Secretary Requirements in Central African Republic
Under OHADA's Uniform Act on Commercial Companies, which governs corporate formation in the Central African Republic, there is no standalone "company secretary" role as found in Commonwealth-based legal systems. The corporate secretary function is fulfilled through the statutory officers designated at incorporation, principally the general manager or managing director.
Your company does carry secretary-related compliance obligations under OHADA rules, including maintaining the share register, preparing minutes of shareholder and board meetings, and filing statutory documents with the RCCM (Registre du Commerce et du Crédit Mobilier).
Qualification criteria for those fulfilling the corporate secretary function within a CAR-registered entity:
- The role is typically assigned to a director, general manager, or authorized legal representative already named in the company statutes.
- No separate licensing or professional certification is mandated under OHADA rules for this function.
- Both natural persons and legal entities may carry out secretarial duties if designated in the company's constitutive documents.
- Residency in the Central African Republic is not a statutory requirement for the person fulfilling this function.
- The individual or entity must have legal capacity under applicable OHADA provisions.
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Registered Office Requirements in Central African Republic
Registered office requirements in the Central African Republic are governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups, which mandates that every company maintain a fixed, physical address within the territory where official correspondence and legal notices can be served. Failure to maintain a compliant legal domicile can result in administrative sanctions, including the potential invalidation of official acts served at an incorrect address.
- A physical address is required; a P.O. box alone does not satisfy the legal domicile requirement.
- The address must be located within the Central African Republic, not in a foreign jurisdiction.
- Virtual offices are not formally recognised as a compliant registered address under OHADA rules.
- The company must hold either ownership title or a valid lease agreement for the premises used as its registered seat.
- The registered address is recorded in the RCCM (Registre du Commerce et du Crédit Mobilier) and is publicly accessible.
- Any change to the registered address must be formally notified to the RCCM, accompanied by supporting documentation, to take legal effect.
Director Requirements in Central African Republic
Under the OHADA Uniform Act on Commercial Companies (AUSC), director requirements in Central African Republic follow a civil law framework that imposes fiduciary duties, liability for mismanagement, and obligations to act in the company's corporate interest. Directors bear personal liability for violations of the AUSC, breaches of the company's statutes, and acts of mismanagement committed during their tenure.
| Parameter | Detail |
|---|---|
| Minimum Number of Directors | A Société à Responsabilité Limitée (SARL) requires at least one gérant; a Société Anonyme (SA) requires a board of at least three directors. |
| Maximum Number of Directors | For an SA, the AUSC sets a maximum of twelve board members. |
| Local/Resident Director Required | No statutory residency requirement is imposed under the OHADA AUSC. |
| Nationality Restrictions | No nationality restrictions apply; foreign nationals may serve as directors. |
| Minimum Age Requirement | Directors must have reached the age of legal majority, which is 18 years under applicable civil law. |
| Corporate Directors Permitted | Corporate directors are permitted under the AUSC, provided a permanent representative is designated. |
| Director Must Be a Shareholder | No statutory requirement for directors to hold shares in the company. |
| Publicly Listed on Registry | Director appointments are recorded in the RCCM (Registre du Commerce et du Crédit Mobilier) and are publicly accessible. |
| Disqualification Conditions | Persons subject to a judicial prohibition, bankruptcy order, or criminal conviction involving dishonesty are disqualified from directorship under the AUSC. |
Despite having no local director requirement, all director appointments must be registered with the RCCM, making directorship information publicly traceable in a jurisdiction where corporate transparency infrastructure is still developing.
Shareholder Requirements in Central African Republic
Under OHADA's Uniform Act on Commercial Companies, a Société à Responsabilité Limitée (SARL) requires a minimum of one shareholder, permitting a sole shareholder structure. A Société Anonyme (SA) requires at least three shareholders.
Nationality and Residency Restrictions
Meeting the shareholder requirements Central African Republic law imposes does not require shareholders to be nationals or residents. Foreign investors may hold 100% equity in a locally incorporated entity without restriction under general OHADA principles.
Corporate Shareholders
Corporate entities are permitted to act as shareholders in both SARLs and SAs. No special conditions specific to corporate shareholders are prescribed beyond standard OHADA registration and identification requirements.
Shareholder Liability
In a SARL, liability is limited to each shareholder's capital contribution. SA shareholders are similarly protected, with liability confined to the value of subscribed shares.
Register of Shareholders
A register of shareholders must be maintained at the company's registered office. Under OHADA rules, updates are required upon any transfer of shares, though the register is not publicly accessible in the way that court registry filings are.
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UBO / Beneficial Ownership Disclosure Requirements in Central African Republic
Formal UBO legislation specific to corporate registration is not fully consolidated in the Central African Republic, and a comprehensive statutory framework mandating beneficial ownership disclosure at incorporation has not been clearly established under publicly available OHADA-aligned or domestic company law as currently enforced.
General anti-money laundering obligations exist under CEMAC (Central African Economic and Monetary Community) directives applicable to the CAR, though a defined UBO register with enforceable filing procedures and thresholds has not been confirmed through available regulatory sources.
| Parameter | Detail |
|---|---|
| Ownership Threshold for UBO Status | No statutory requirement |
| Filing Authority | No statutory requirement |
| Disclosure Deadline at Incorporation | No statutory requirement |
| Publicly Accessible Register | No statutory requirement |
| Penalties for Non-Disclosure | No statutory requirement |
| Ongoing Update Obligation | No statutory requirement |
KYC / Document Requirements in Central African Republic
KYC requirements for a Central African Republic company are governed by the OHADA regional framework alongside national AML provisions administered by the ANIF, the Agence Nationale d'Investigation Financière, which oversees financial intelligence and due diligence compliance at the incorporation stage.
Individual / Personal Documents
- Valid government-issued passport or national identity card for each individual director, shareholder, or beneficial owner
- Proof of residential address dated within three months, such as a utility bill or bank statement
- Completed KYC declaration form disclosing the individual's role and ownership percentage
- Specimen signature on a form acceptable to the registering authority
Corporate Documents
- Certificate of incorporation of the corporate shareholder or director entity
- Certified copy of the constitutional documents, such as statutes or articles of association
- Current register of directors of the corporate entity
- Proof of registered office address of the corporate entity
Source of Funds Documentation
- Recent bank statements covering a minimum of three months prior to incorporation
- Audited financial accounts where the subscribing entity has existing operations
- Written declaration explaining the origin of the capital being introduced
Notarisation and Apostille Requirements
- Foreign documents must generally be notarised by a qualified notary in the country of origin
- Documents originating outside OHADA member states typically require an apostille under the Hague Convention
- Official French translation is required for any document not already in French
Unsigned or undated source of funds declarations are among the most common causes of registration rejection by the Greffe du Tribunal de Commerce.
Company Name Requirements in Central African Republic
Company name requirements in Central African Republic follow a pre-incorporation vetting process to confirm that a proposed name is distinct from existing registered entities. Names found to be identical or deceptively similar to those already on record are rejected.
French is the official language, and business names are generally expected to reflect this. The legal form of the entity must appear in the name, such as "SARL" for a société à responsabilité limitée or "SA" for a société anonyme.
Certain words are restricted. Terms implying government affiliation, banking, or insurance functions typically require prior authorisation from the relevant supervisory authority before they can be incorporated into a firm's name.
Name reservation is generally available through the commercial registry prior to formal incorporation. The reservation period is limited, and your business must proceed with registration before it lapses to retain the name.
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Conclusion
Central African Republic company incorporation requirements span entity structuring, capital thresholds, governance appointments, and disclosure obligations, all governed primarily by OHADA Uniform Acts as applied within national jurisdiction. Among the more consequential requirements are the minimum share capital rules for the SARL and SA, which vary significantly by entity type, and the beneficial ownership disclosure obligations that apply at registration and on an ongoing basis. Registered office documentation must also satisfy local administrative standards. Once these foundations are understood, a foreign investor's attention shifts to operational setup and maintaining ongoing OHADA compliance.
Expanship's Company Formation Services in Central African Republic
Expanship's company formation services in Central African Republic are structured around the specific requirements imposed by OHADA's Uniform Act on Commercial Companies, which governs everything from capital thresholds to director obligations in the CAR. Managing those requirements from outside the country adds an additional layer of coordination, and Expanship's role is to reduce that operational burden without removing your accountability for meeting local standards.
Beyond registration, our services cover the full incorporation cycle and ongoing obligations:
- We prepare and file all incorporation documents with the relevant registrar under OHADA procedures.
- Our team provides registered agent and physical office solutions within the Central African Republic.
- We handle liaison with government bodies and regulatory authorities on your behalf.
- Post-incorporation compliance, including annual filings, is managed on a continuing basis.
- Banking introduction assistance is available to help your entity establish a local account.
- We support tax registration and coordinate with local fiscal authorities as required.
To discuss your requirements, contact Expanship Central African Republic.
Frequently Asked Questions (FAQ)
Foreign nationals can serve as directors of a company incorporated in the Central African Republic without a mandatory local director requirement. However, directors must meet the eligibility criteria under the OHADA Uniform Act, which disqualifies individuals who have been convicted of certain financial crimes or declared bankrupt from holding a directorship.
Your registered office must remain a physical, verifiable address within CAR at all times, as it is the address used by the Tribunal de Commerce and tax authorities for official correspondence. Failing to maintain a valid registered office can result in administrative complications, including difficulties renewing your business registration with the Registre du Commerce et du Crédit Mobilier (RCCM).
The Central African Republic's UBO disclosure framework reflects FATF recommendations, requiring identification of any natural person holding 25% or more of shares or voting rights. Disclosures are filed with the RCCM, and non-compliance can expose the company to sanctions under anti-money laundering regulations applicable across OHADA member states.
Under the OHADA Uniform Act, a company secretary is not a statutory requirement for a SARL, but an SA must appoint a secretary to the board whose role includes maintaining corporate records and certifying board resolutions. The absence of this appointment in an SA structure constitutes a governance deficiency that can affect the validity of board decisions.
Foreign shareholders must provide certified copies of their passport or national identity document, proof of residential address dated within three months, and, for corporate shareholders, certified constitutional documents demonstrating the entity's legal existence. All foreign-language documents must be translated into French by a sworn translator before submission to the RCCM.
Name availability is verified through the RCCM prior to filing incorporation documents, and a name that conflicts with an existing registered entity will be rejected. The OHADA framework does not provide for a formal advance reservation period in the same way some jurisdictions do, so the name is effectively secured only once the full registration dossier is accepted and processed.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
