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Republic of Congo: New Ultimate Beneficial Owner Reporting Obligations
The Republic of Congo (Congo-Brazzaville) has introduced new regulations regarding Ultimate Beneficial Owners (UBO) reporting. Law no. 43-2024 came into effect on the 19th of December 2024, establishing a requirement for legal entities to identify, report and file information on their beneficial owners.
Key Points
Scope: All entities registered in the Trade and Personal Property Credit Register, including public and private limited companies, simplified joint stock companies, branches, and representative offices.
Compliance Deadline: Existing entities are required to comply before the 19th of June 2025. Newly incorporate entities are required to reply 1 month after the incorporation date.
UBO Definition: Any person who, directly or indirectly, ultimately exercises effective control over a legal person.
Reporting Requirements:
- Identify UBO(s)
- Report UBO details to the Register
- Maintain an up-to-date internal UBO register
Information to be Reported: Includes personal details, nationality, residential and business addresses, nature and extent of ownership, and methods of control.
Changes: Must be reported within 30 days of occurrence.
Public Access: Limited. Access requires demonstrating a legitimate interest to the Registrar of the Commercial Court.
The Risks of Non-Compliance
For Companies: Fines ranging from 1,500,000 to 200,000,000 CFA francs may be imposed for:
- Failing to comply with UBO identification obligations
- Operating without proper UBO registration
- Providing inaccurate, incomplete, or outdated information
- Making false or fraudulent declarations
- Neglecting to update UBO information as required
For Beneficial Owners: Individuals who fail to provide necessary information to the legal entity for UBO registration may face:
- Up to 6 months’ imprisonment
- Fines ranging from 100,000 to 150,000,000 CFA francs
Important Notes
- Both internal UBO register and formal registration with the local court are required.
- Annual UBO review is not mandatory but recommended.
- Certain company changes (e.g., legal form, name, address) trigger UBO filing requirements, even without changes to UBO information.
Companies are strongly advised to ensure full compliance with the new regulations to avoid legal and financial consequences.
For assistance with UBO registration or more information, please contact our expert team at mercator@citco.com.
For a global outlook on UBO reporting requirements, download our UBO Special Report.
