KIFC Structures: Funds, Trusts, Foundations and Holding Companies
At a glance
Key points to settle before choosing a KIFC structure.1,2,3,4
| Question | Practical answer |
|---|---|
| What is KIFC? | A framework supporting financial and investment activity through Rwanda’s legal and regulatory system. |
| What forms can a fund use? | A company, trust, partnership, foundation or another arrangement recognised in Rwanda. |
| When does CMA regulation apply? | A collective investment scheme needs a Capital Market Authority licence or exemption. |
| What is the 3% tax rate? | A preferential corporate income tax rate for qualifying pure holding companies and licensed CISs that meet category-specific conditions. |
| What should be budgeted? | Registration and licence fees, any prospectus approval fee, annual CIS fees and local operating costs. |
Source: Kigali International Financial Centre: FAQs on Establishment and Operationalization of Funds under KIFC (June 2024); Kigali International Financial Centre: What We Offer and FAQ on Economic Substance (January 2023); Rwanda Revenue Authority: Investment Incentives for Registered Investors (August 2023); Official Gazette of the Republic of Rwanda: Law No. 062/2021 Governing Collective Investment Schemes (November 2021)1,2,3,4
What the KIFC framework covers
KIFC facilitates investment funds, holding companies, special purpose vehicles, partnerships, foundations, trusts and trustees. A holding company is described as a company that owns assets or subsidiaries and does not carry on other commercial activities. Partnerships are arrangements in which two or more partners conduct business in common for profit. The relevant legal form depends on the activity, ownership and governing agreements.2
KIFC is not a particular company type or a substitute for registration and financial regulation. The 2021 Investment Promotion and Facilitation Law provides the basis for KIFC-related investment incentives, while separate company, partnership, trust, foundation and collective investment scheme laws govern the available structures and activities.2,3,4
Compare the main structures
Common legal forms and features relevant to investors.1,2,4,5
| Structure | What it is | Key point |
|---|---|---|
| Collective investment scheme | A pooled investment arrangement. The CIS law provides for unit trust, investment company, partnership and contractual schemes. | CMA licensing or an exemption may be required, regardless of the chosen legal form. |
| Holding company | A company that owns assets or subsidiaries without other commercial activity. | The 3% tax rate requires the applicable asset, expenditure, office, staffing and governance conditions. |
| Partnership | A business carried on by two or more partners under an agreement. | KIFC identifies a partnership as a tax-transparent fund vehicle. |
| Trust | An arrangement registered using a trust deed or instrument. | The trustee needs the licence applicable to the trust’s activities. |
| Foundation | A legal structure registered under the foundation law. | A domestic private-benefit or mixed-benefit foundation needs a council of at least three members, including one resident in Rwanda. |
Source: Kigali International Financial Centre: FAQs on Establishment and Operationalization of Funds under KIFC (June 2024); Kigali International Financial Centre: What We Offer and FAQ on Economic Substance (January 2023); Official Gazette of the Republic of Rwanda: Law No. 062/2021 Governing Collective Investment Schemes (November 2021); Office of the Registrar General: Requirements for Registration of Trust, Foundation and Partnership (November 2026)1,2,4,5
A fund’s legal form and its regulatory classification are separate questions. For example, a fund formed as a company or partnership may still be a CIS if it pools participants’ money for investment and represents their interests proportionally. Assess the activity and investor arrangement before choosing a registration route.1,4
Understand the rules for funds
A CIS requires a CMA licence or exemption. The operator must hold an investment manager licence, and a regulated fund must have a licensed custodian in Rwanda. KIFC’s fund guidance also requires the fund manager and custodian to be domiciled in Rwanda, licensed by the CMA and to have at least USD 1 million managed in Rwanda.1,4
Keep the two USD 1 million tests distinct. KIFC’s fund guidance concerns assets managed in Rwanda by the fund manager and custodian. Separately, the Rwanda Revenue Authority’s tax guide requires a licensed CIS seeking the 3% rate to reach a minimum fund size of USD 1 million within its first three years. The tax guide also sets a separate annual Rwanda expenditure threshold.1,3
Private funds and CISs that are neither licensed nor exempted by the CMA may not market publicly. Regulated fund agreements and relevant information are submitted to the regulator and made available to scheme participants, not the general public. Amendments to CIS formation documents are subject to CMA approval.1,4
Register and license a fund
Treat entity registration and financial regulation as connected but separate workstreams.1,4,5
- Define the fund’s activity, investor arrangement and intended legal form.
- Check whether the arrangement meets the CIS definition. If so, determine whether it needs a CMA licence or qualifies for an exemption.
- Prepare the documents for the selected form and register it with the Registrar General. Requirements differ for companies, partnerships, trusts and foundations.
- For a CIS, arrange for an operator with an investment manager licence and a licensed custodian in Rwanda. Check the additional domicile, licensing and managed-assets conditions for the fund manager and custodian.
- Submit a complete CMA application if a licence is required. Allow for the stated licensing period as well as the separate entity-registration stage.
Source: Kigali International Financial Centre: FAQs on Establishment and Operationalization of Funds under KIFC (June 2024); Official Gazette of the Republic of Rwanda: Law No. 062/2021 Governing Collective Investment Schemes (November 2021); Office of the Registrar General: Requirements for Registration of Trust, Foundation and Partnership (November 2026)1,4,5
KIFC states that fund vehicles can be established in no more than two days, depending on the entity and its documents. For vehicles requiring a licence, it gives a period of 30 days after submission of a completed application. These are separate timelines: the licence period is additional to registration, not a combined end-to-end estimate.1
For trust registration, the Registrar General’s requirements dated 10 November 2026 include a notarised trust deed or instrument, identification for trustees and the settlor, a notarised acceptance of trusteeship, beneficial ownership information and supporting identification. CMA issues the trustee licence for trusts governed by capital markets laws; the National Bank of Rwanda issues it for other trusts.5
A domestic private-benefit or mixed-benefit foundation needs a council of at least three members over 16 years old, with at least one resident in Rwanda. The guardian and executive secretary cannot sit on the council. The registration package includes a notarised charter, identification, beneficial ownership declarations and specified certificates for the guardian, council members and executive secretary. A domestic limited partnership requires at least one general partner and one limited partner, with a notarised partnership agreement.5
Meet the tax substance conditions
KIFC’s fund guidance gives a general corporate income tax rate of 15% for funds and describes preferential treatment for funds meeting the relevant economic substance requirements: a 3% corporate income tax rate, 0% withholding tax on dividends, interest and royalties, and exemption from capital gains tax. The RRA guide sets category-specific conditions for the 3% rate. Registration in Rwanda alone does not secure it.1,3
Selected requirements in the RRA guide for the 3% corporate income tax rate.3
| Investor category | Principal conditions |
|---|---|
| Pure holding company | At least USD 1 million in net assets consolidated in Rwanda; at least USD 15,000 annual local expenditure; a physical office; at least 30% of professional staff Rwandan; and at least 25% of directors resident in Rwanda. |
| Licensed CIS | At least USD 1 million fund size within the first three years; at least USD 50,000 annual expenditure in Rwanda; and the scheme manager, custodian and operator established in Rwanda. |
| CIS governance and staffing | At least 30% of professional staff Rwandan; at least 25% of directors resident in Rwanda; at least 50% of board members in Rwanda for meetings; strategic meetings in Rwanda; and at least two qualified or professional Rwandan resident board members. |
Source: Rwanda Revenue Authority: Investment Incentives for Registered Investors (August 2023)3
Substance also concerns management and control. KIFC highlights resident directors, local participation in board meetings, strategic decisions made in Rwanda, records kept in Rwanda, a physical office and Rwandan professional staff. Check the full conditions for the relevant investor category and plan the governance and operating arrangements around them.2,3
Budget for fees and ongoing filings
KIFC’s fund FAQ, published in June 2024, lists an annual fee of RWF 1 million for a licensed CIS. During licensing, a CIS pays a prospectus approval fee of 0.05% of the offer. Registration and licensing fees for CISs and fund service providers vary by licence type; annual licence fees also differ. Include these charges separately from entity formation and operating costs.1
Registration and licensing also involve continuing reporting duties.1,4
- Legal entities file annual financial reports and changes to beneficial ownership information with the Office of the Registrar General.
- Licensed entities file annual activity reports with the CMA. Licensees also file quarterly and annual reports under the applicable conduct-of-business rules.
- Regulated fund agreements and relevant information are provided to the regulator and scheme participants.
- Amendments to CIS formation documents require CMA approval.
Source: Kigali International Financial Centre: FAQs on Establishment and Operationalization of Funds under KIFC (June 2024); Official Gazette of the Republic of Rwanda: Law No. 062/2021 Governing Collective Investment Schemes (November 2021)1,4
Plan the structure before launch
Start by matching the proposed activity to a legal form, then test whether the arrangement is a CIS. Map Registrar General registration, CMA licensing or exemption, and any tax-incentive assessment as distinct steps. Budget for applicable fees and local operating requirements. Keep records that demonstrate the relevant assets or fund size, expenditure, office, staffing, board composition, meeting locations and governance decisions.1,3,4,5
Before filing or approaching investors, check current requirements with the Office of the Registrar General, CMA or Rwanda Revenue Authority as relevant. This is particularly important where a proposed fund may be a CIS, where public marketing restrictions apply, or where the investor intends to claim a preferential tax rate.1,3,4,5
Frequently Asked Questions
What structures can I use for a KIFC fund?
KIFC lists a company, trust, partnership, foundation or another legal arrangement recognised in Rwanda. The CIS law provides for unit trust, investment company, partnership and contractual schemes. Choose a form that fits the fund’s design and agreements. Investor liability depends on the formation agreement, so review that point when structuring the vehicle.
Does a KIFC fund need a CMA licence?
A fund that is a collective investment scheme needs a CMA licence or exemption. The CIS operator must hold an investment manager licence, and a regulated fund must have a licensed custodian in Rwanda. KIFC also sets domicile, licensing and managed-assets conditions for fund managers and custodians. Establish the fund’s regulatory status before marketing it.
How long does it take to establish a fund in Rwanda?
KIFC states that fund vehicles may be established in no more than two days. Where a licence is required, it gives a period of 30 days after submission of a complete application. Licensing is additional to entity registration, and the documents required depend on the legal form. Treat these as separate stages when planning.
What fees apply to a licensed CIS?
KIFC’s fund FAQ, published in June 2024, lists an annual fee of RWF 1 million for a licensed CIS. During licensing, a CIS pays a prospectus approval fee of 0.05% of the offer. Registration and licence fees for CISs and service providers vary by licence type, as do annual licence fees.
Who qualifies for the 3% corporate income tax rate?
A qualifying pure holding company or licensed collective investment scheme may access the 3% corporate income tax rate. The RRA guide sets separate conditions for each category, including local assets or fund size, expenditure, office arrangements, staffing and governance. Registering in Rwanda alone does not qualify an investor for the rate.
What does the USD 1 million fund requirement mean?
KIFC’s fund guidance says the fund manager and custodian must be domiciled in Rwanda, CMA-licensed and have at least USD 1 million managed in Rwanda. Separately, the RRA guide requires a licensed CIS seeking the 3% tax rate to reach a minimum fund size of USD 1 million within its first three years. These are different tests.
What documents are needed to register a trust in Rwanda?
The Registrar General requires a notarised trust deed or instrument, identification for trustees and the settlor, a notarised acceptance of trusteeship, beneficial ownership information and supporting identification. The trustee also needs the applicable licence: CMA issues it for trusts governed by capital markets laws, while the National Bank of Rwanda issues it for other trusts.
Sources
- Kigali International Financial Centre: FAQs on Establishment and Operationalization of Funds under KIFC (June 2024)
- Kigali International Financial Centre: What We Offer and FAQ on Economic Substance (January 2023)
- Rwanda Revenue Authority: Investment Incentives for Registered Investors (August 2023)
- Official Gazette of the Republic of Rwanda: Law No. 062/2021 Governing Collective Investment Schemes (November 2021)
- Office of the Registrar General: Requirements for Registration of Trust, Foundation and Partnership (November 2026)
Figures checked 10 November 2026. Prepared by InvestRwanda.com for general information. It is not investment, tax or legal advice; please confirm details with a qualified adviser before acting.
