Companies in Rwanda are governed by Law No. 007/2021 of 05/02/2021 relating to companies and are regulated by the Office of the Registrar General at the Rwanda Development Board (RDB). All changes in shareholders and directors must follow formal procedures to ensure compliance and legal validity.
Change of Shareholders
A change of shareholders occurs when shares are transferred from one party to another.
The following are the key steps:
- Review of the Articles of Association to identify restrictions or requirements.
- Preparing and signing a Share Transfer Agreement.
- Completion of a share transfer form.
- Obtaining Board approval through a resolution.
- Updating the register of shareholders.
- Filing the changes with RDB.
- Issuance of the new shareholder certificates.
Change of Directors
Change of Directors is effected through resignation, removal, or appointment.
The key steps are as follows:
- Executing board or shareholder resolutions.
- Preparing written consent from the new director.
- Updating the register of directors.
- Filing notification with RDB.
- It is important to note that timely filing is critical to avoid penalties and ensure legal recognition.
How Adili Rwanda Can Assist
Adili Rwanda provides professional corporate and advisory services to ensure smooth and compliant changes in company structure. In this process, we will undertake the following services:
- Preparing and reviewing share transfer agreements and resolutions
- Advising on legal and regulatory requirements
- Filing changes with the Rwanda Development Board and obtaining new Certificate of incorporation reflecting the changes
- Maintaining statutory registers and records
- Conducting due diligence for incoming shareholders or directors
- Providing ongoing corporate compliance support
