Best Merger & Acquisition Lawyers in Goma

1. About Merger & Acquisition Law in Goma, DR Congo

Merger and Acquisition (M&A) activity in Goma operates within the broader framework of DR Congo and OHADA law. The OHADA Uniform Acts standardize corporate formation, governance, and mergers across member states, including DR Congo, with local registration and filing requirements carried out through the provincial commercial registries. In practice, a Goma deal typically combines due diligence, board and shareholder approvals, contract negotiations, and post closing integrations under OHADA rules and the DR Congo civil and commercial law framework.

Because North Kivu Province uses the same OHADA regime as Kinshasa and other regions, most M&A matters in Goma follow the same substantive rules on share transfers, merger formalities, and disclosure obligations. Practical steps include drafting a sale and purchase agreement, obtaining necessary approvals, and registering changes with the Registre de Commerce et du Crédit Mobilier (RCCM) where applicable. Local counsel helps bridge OHADA texts with provincial filing requirements and regional court practices.

For practical, up-to-date guidance, consult authoritative sources on OHADA and DR Congo corporate law, and work with a local lawyer who understands Goma's court and registry practices. The following sources provide context on the OHADA framework and its application in DR Congo: OHADA's official materials, World Bank and UNCTAD summaries of M&A in Africa, and DR Congo investment context.

OHADA governs commercial mergers and corporate reorganizations across member states including DR Congo.

Source: OHADA

In DR Congo, business reform and property transactions are influenced by global indicators tracked by the World Bank and other international bodies.

Source: World Bank

UNCTAD provides data and guidance on mergers and acquisitions in Africa, highlighting cross-border deals in mining and infrastructure.

Source: UNCTAD

2. Why You May Need a Lawyer

• You are negotiating a share purchase in a Goma-based company with a complex ownership chain. A local M&A attorney helps map the share register, review shareholder approvals, and ensure compliance with OHADA requirements before signing a binding agreement.

• You plan a cross-border investment into a supplier or miner near Goma. A lawyer can assess expatriate and local ownership limits, obtain necessary consent, and advise on tax and repatriation issues under DR Congo law and OHADA regime.

• You are merging two SARL or SA entities in North Kivu. A counsel can coordinate due diligence, conduct risk assessments, and prepare a compliant merger agreement and post-merger integration plan that fits local registry rules.

• You are selling assets in a mining-related business. An attorney helps with asset transfer structuring, regulatory approvals, and drafting acquisition documents that reflect risks in the mining sector and OHADA governance rules.

• You need to register changes with the RCCM after a merger or acquisition. A lawyer ensures correct filings, publication requirements, and updates to the corporate register in line with local practice.

3. Local Laws Overview

Two key bodies shape M&A in DR Congo through the OHADA framework. First, the Uniform Act on Commercial Companies and Economic Interest Groups governs corporate formation, governance, and mergers. Second, the Uniform Act on the Law of Obligations and Contracts provides the contractual rules for sale agreements and ancillary documents. The DR Congo Investment Code framework also interacts with M&A by setting investment and repatriation considerations for investors.

OHADA texts apply across DR Congo, including Goma, and are the primary reference for mergers, share transfers, and reorganizations. For the latest official texts and amendments, consult OHADA materials and national implementation notes. Local practice in Goma often involves RCCM filings and registry notices that reflect these uniform acts in the regional context.

OHADA uniform acts govern corporate mergers, share transfers, and related governance across DR Congo.

Source: OHADA

For broader context on M&A activity and ease of doing business in DR Congo, see international resources from the World Bank and UNCTAD. These sources help situate Goma deals within national and regional trends while confirming OHADA as the binding legal framework.

Source: World Bank and UNCTAD

4. Frequently Asked Questions

What is OHADA and how does it affect mergers in DR Congo?

OHADA provides uniform rules for corporate mergers across its member states, including DR Congo. It simplifies cross-border transactions by standardizing documents and procedures. Local counsel ensures OHADA requirements are satisfied in Goma.

How do I start a merger in Goma and file with RCCM?

Begin with a due diligence plan and engage a local M&A attorney. Prepare board resolutions and a draft merger or share purchase agreement, then file changes with the RCCM and publish where required. Your lawyer coordinates the registry filings and any necessary notices.

What documents are required to complete a merger in DR Congo?

Common documents include the sale or merger agreement, due diligence reports, updated share registers, board and shareholder resolutions, and details of the resulting corporate structure. Your lawyer also prepares notifications to the RCCM and, if applicable, mining or sector regulators.

Do I need a local lawyer for M&A in Goma?

Yes. A local lawyer understands Goma registry practices, court expectations, and OHADA interpretations. They coordinate documents, filings, and regulatory approvals to reduce closing delays.

How long does due diligence take in DR Congo M&A?

Due diligence typically spans 2 to 6 weeks for smaller deals and 1 to 3 months for complex transactions. The timeline depends on data availability, sector regulatory checks, and cross-border components.

How much does it cost to hire an M&A lawyer in Goma?

Costs vary by deal complexity and scope. Typical engagements include a retainer, plus success or hourly fees for due diligence and document drafting. Ask for a detailed estimate before starting work.

What is the difference between an asset sale and a share sale?

In an asset sale, the buyer acquires specific assets and liabilities as negotiated. A share sale transfers ownership by purchasing the seller’s shares, often simplifying continuity of contracts and employment terms.

Do foreign investors face special approvals for M&A in DR Congo?

Foreign investors may require additional approvals depending on sector and investment level. In mining or strategic sectors, regulators and the RCCM interact with OHADA rules to finalize the transaction.

Can I merge two companies with different OHADA jurisdictions?

OHADA provides unified rules for member states, including DR Congo, so cross-border mergers within OHADA are generally governed by the same framework. Local filings and registry requirements still apply in Goma.

Is a post-merger integration plan required in DR Congo?

Post-merger integration is not mandated by OHADA, but a detailed plan helps address employment, operations, and compliance. A robust plan reduces disruption and supports a smooth transition.

What is the typical timeline from LOI to closing in DR Congo?

Expect 3 to 9 months for a typical DR Congo M&A, depending on due diligence depth, regulatory approvals, and registry filings. Large or cross-border deals take longer to finalize.

Do I need to publish merger notices in the Official Journal?

Publication may be required for certain mergers or reorganizations. Your lawyer confirms the applicable notices and ensures compliance with local registry and publication rules.

How do I choose a qualified M&A lawyer in Goma?

Look for lawyers with OHADA experience, registry familiarity, and a track record in your sector. Ask for recent deal examples, timelines, and a clear engagement plan with costs.

5. Additional Resources

• OHADA - Uniform Acts on Commercial Companies and the Law of Obligations and Contracts. These texts are the primary reference for M&A across DR Congo.

• World Bank - Doing Business and DR Congo country profiles for context on corporate registration and regulatory environment.

• UNCTAD - Mergers and Acquisitions guidance and Africa-focused analysis for cross-border deals and investment trends.

6. Next Steps

1. Define your M&A objective and determine if the deal is a share purchase or asset purchase.
2. Engage a qualified M&A lawyer in Goma to assess OHADA implications and RCCM filing requirements.
3. Prepare a preliminary due diligence checklist covering financials, contracts, and compliance in the mining and commercial sectors.
4. Obtain initial board and shareholder approvals and draft a term sheet or LOI with clear closing conditions.
5. Request detailed engagement letters from the chosen law firm and set a transparent budget with milestones.
6. Complete due diligence with the help of local counsel and identify any regulatory approvals needed in DR Congo.
7. Draft and negotiate the final sale or merger agreement and coordinate registry filings and publication where required.