Set up a company in Burundi

Burundi, a small country with great investment potential in the East African region, may not be the first name that pops up when you think of expanding your business internationally. However, behind the initial prejudices, Burundi has investment opportunities worth considering. With its geographical location as a gateway to neighboring markets, rich untapped natural resources, and especially improved investment incentive policies, Burundi is now a country full of potential for pioneering investors. Setting up a company here is not only about seizing the opportunity to access a developing market but also a strategic step that contributes to the sustainable growth of the whole region. If you are looking for a new destination, ready to face the challenge of reaping significant results, Burundi may be the fertile land you are looking for. Viet An Law would like to guide the procedures for establishing a company in Burundi through the article below.

Choosing the type to set up a company in Burundi

Choosing the type of business is the first and most important step because it will affect the legal structure, owners’ responsibilities, capital requirements and the company’s operating processes. In Burundi, there are the following popular types:

• Société à Responsabilité Limitée (SARL/LLC) – Limited Liability Company: This is the most popular option for small and medium-sized businesses. The distinguishing feature is that the members are only limited liability to the extent of the capital contributed, which helps protect their personal assets from the company’s debts.
• Société Anonyme (SA/PLC) – Joint Stock Company: Suitable for larger-scale enterprises that need to raise capital from many investors. This type allows the issuance of shares and usually has higher charter capital requirements than SARLs. Shareholders are also entitled to limited liability.
• Entreprise Individuelle (Sole Proprietorship): This is the simplest form, owned by a single individual. However, the owner is liable for unlimited liability for all obligations of the business.
• Société en Nom Collectif (Partnership): This type is for at least two individuals to do business together. Partnerships are usually liable for unlimited liability for the company’s debts.
• Succursale (Branch) – Branch of a foreign company: Allows a foreign company to establish a presence in Burundi without the need to establish a new, independent legal entity. The branch will act as an extension of the parent company, and the parent company will be fully responsible for the activities of the branch.

Preparation of company information to set up a company in Burundi

The next step is to prepare all the papers and information required by the regulatory agency. The basic information usually includes:

• Company Name: Investors need to check and register the intended company name with the API to ensure that the name is unique and does not duplicate any other registered businesses.
• Company Charter: This is the most important legal document, which stipulates the rules of operation of the company. The main contents of the charter include: The company’s main business lines and fields, Total contributed capital and method of division among members/shareholders, Information about the board of directors, powers and responsibilities of each position, Other regulations on organization, operation and dissolution of the company.
• Information about shareholders/founding members and directors:
  • A copy of a valid Identity Card (for Burundian citizens) or Passport (for foreigners).
  • Passport size card photo.
  • Full contact information (permanent address, phone number, email).
  • In case the shareholder is a legal entity, it is necessary to provide the business registration documents of that legal entity (certificate of incorporation, charter, list of directors, etc.), notarized and translated into French if the original document is not in French.
• Address of the company’s head office: It is necessary to provide an office lease contract or documents proving the right to use the location where the company’s headquarters will be located in Burundi.
• Power of Attorney: If the applicant is not a founding shareholder or director of the company, a notarized power of attorney is required for that person to have the right to carry out procedures on his or her behalf.

Filing to set up a company in Burundi

After preparing all the information documents, you proceed to submit the company establishment documents. Due to the Burundi Investment Promotion Authority (API) saying that it is unable to manage all the companies operating in Burundi due to budget constraints, the authority to form the company will still belong to API. You can apply via the link below. https://easybusiness.bi/ The Investor will submit all the documents and information prepared in the previous step to the API.

After completing the registration process at the Burundi Investment Promotion Authority (API), your business will receive a set of legal documents as follows:

• Approved company charter (Statuts de la société): This is a charter that has been officially approved and recognized by the competent authorities of Burundi.
• Certificate of Business/Commercial Registration (Registre de Commerce – RC): This is one of the most important documents, officially confirming that your company has been legally registered in Burundi’s commercial register.
• Tax Identification Number (Numéro d’Identification Fiscale – NIF): This number is issued by the Burundi Tax Authority (Office Burundais des Recettes – OBR) through an API. The NIF is a unique identifier for your company in the national tax system. Having a tax identification number is required for the company to be able to fulfill its tax obligations, including filing tax returns, paying taxes and fees related to business activities.
• Registration card with the Institut National de Sécurité Sociale (INSS): This is a certificate that your company is registered for the national social security system. Registration with INSS is a mandatory requirement for businesses that hire workers. This ensures that the company and its employees will contribute to and enjoy social insurance benefits in accordance with Burundian law, including health insurance, unemployment benefits, pensions, etc.