How is a board member removed from office?
A director of a public limited company is removed by an
ordinary resolution whereas a director of a private limited
company is removed from office by a special resolution
undertaken by the shareholders.
THE
COMPANIES ACT
What are some of the filing obligations under the
companies Act?
There are various filing obligations under the act, some
of which are:
■■
If a company changes its share capital, it is
expected to file this change with the Registrar
General within 15 days after that change has
been effected.
■■
If a company has provided a security over
any of its properties, it is expected to file a
statement of such security with the Registrar
General within 30 days after provision of such
security.
■■
The financial statements are required to be
filed with the Registrar General together with
a copy of the auditor’s report within 30 days
after it has been signed.
■■
Change or replacement of a director or a
change of address of a director is supposed
to be filed with the Registrar General within 30
days after such a change.
■■
If a company opens a register of shares, it
should be filed within 15 days of the date of
opening the register. The notice should also
specify where the register is kept.
■■
If a foreign company ceases to carry on
business in Rwanda it should file the notice
within 7 days of such cessation.
■■
If a company passes a special resolution
declaring it dormant, it should notify the
Registrar General within 15 days.
Simplified
For Further Details, Contact
Office of the Registrar General at RDB
Email: [email protected] | www.org.rdb.rw
Supported by:
Introduction:
This brochure has been designed to provide you with key
information you need to know regarding the new law
relating to companies.
http://rwanda.e-regulations.org. All new companies are
supposed to be registered on-line by following the steps
below:
Step 1
Step 2
Request and obtain an e-signature at
www.org.rdb.rw
Fill and submit an on-line application
form and submit required documents
as attachments
What is a company?
A company is a legal entity which is made up of at least
one physical person, or one corporate person, for the
purposes of doing business. A company has a separate
legal personality from its shareholders. This means that
it can sue and be sued and can also acquire property
separately from its shareholders.
What is a subsidiary company?
A company is a subsidiary of another company (referred
to as the Parent Company) if the parent company
among others, controls the board of the company and
more than half the number of shares.
What is a company branch?
A company branch is simply a different (physical)
location for the same company.
Step 4
Obtain hard copy of the registration
certificate- this is picked physically
from RDB.
Can my company merge with another company?
Yes, your company can merge with another company
to form one company. This is referred to as an
amalgamation.
What is amalgamation?
Amalgamation is where two or more companies
combine or merge into one company and continue
to operate as one amalgamated company (whether
as a new company or as one of the old amalgamated
companies). Amalgamation may also result in changes
in the share structure of the company.
Preference Shares: Preference shares entitle
the holder to the payment of dividend at a
fixed rate; and in the event of winding up, it
guarantees the repayment of the paid up
capital.
Who is a shareholder?
A shareholder is any person or legal entity that owns at
least one share of a company’s stock.
What are my obligations as a shareholder?
You have the following rights and obligations as a
shareholder:
■■
Attend meetings- Annual General Meetings
(AGM) and extraordinary meetings.
■■
Vote in proportion of your shareholding
■■
Receive dividends
shareholding
■■
Elect members of board of directors
in
respect
of
your
B
How can I incorporate my company in Rwanda?
Email: [email protected] / Website: www.org.rdb.rw
■■
NK
There are two broad categories- private and public
companies.
You can incorporate your company by registering it in
the Office of the Registrar General. For information on
the requirements and steps of registration, log onto
Ordinary shares: An ordinary share represents
equity ownership in a company and
entitles the owner to a vote in matters put
before shareholders in proportion to their
percentage ownership in the company.
A
NK
BA
BA
How are companies categorized in Rwanda?
■■
Step 3
Obtain an electronic copy of the
registration certificate- this is sent on
your email.
What is a dormant company?
A company is considered to be dormant for any period
when no significant accounting transaction takes place
within the company.
What are the different types of shares?
The different types of shares include:
What is a share?
A share is simply a divided-up unit of the value of a
company.
Email: [email protected] / Website: www.org.rdb.rw
What is a company Board of Directors?
The Board of Directors is the highest governing authority
within the management structure at any publicly traded
company.
Who appoints members of the Board of Directors?
Members of the Board of Directors are appointed by the
annual meeting of shareholders.
Email: [email protected] / Website: www.org.rdb.rw