Partnerships in Rwanda: GP, LP and LLP

At a glance

Key points for choosing and registering a partnership in Rwanda.^1,2,3

Source: Official Gazette of the Republic of Rwanda: Law N° 008/2021 of 16 February 2021 Governing Partnerships (February 2021); Office of the Registrar General: Requirements for Registration of Partnership, All Forms; Rwanda Revenue Authority: Real Regime^1,2,3

Choose a partnership form

The central difference between the forms is how liability is allocated. A GP’s partners have unlimited liability for partnership debts. An LP combines one or more general partners with one or more limited partners: general partners have unlimited liability, while limited partners have limited liability for the debts. In an LLP, partners’ liability for partnership debts is limited to their capital contribution. The beneficial-ownership guidelines describe these distinctions.^1,4

Compare the main requirements and liability rules.^2,4

Source: Office of the Registrar General: Requirements for Registration of Partnership, All Forms; Rwanda Development Board: Guidelines for the Identification of Beneficial Owners of Legal Persons and Arrangements (March 2023)^2,4

A GP does not have separate legal personality. The beneficial-ownership rules distinguish partnerships with separate legal personality from those treated as legal arrangements. That distinction affects how beneficial owners are identified, as well as the partners’ exposure to business debts. Consider the intended partner roles, liability and control arrangements before selecting a form, then record the agreed terms in the partnership agreement.^1,4

Check partner eligibility

For a GP, partners must be individuals. ORG registration requirements specify that a GP partner must be at least 18, must not be an undischarged bankrupt and must not be disqualified from being a company director. At least one GP partner must reside in Rwanda, or the partnership must appoint an agent in Rwanda. Check each partner’s eligibility and the local residence or agent arrangement before preparing the application.^1,2

An LP must include at least one general partner and one limited partner. ORG applies age, bankruptcy and disqualification conditions to an LP’s general partner. Its requirements also allow legal entities to participate as partners and call for proof of registration for those entities. Gather the relevant information for each partner, including any corporate partner, when preparing the application.²

For an LLP, the ORG requires identification and address details for the partners and manager. The manager must reside in Rwanda and must not be an undischarged bankrupt or disqualified from acting as a manager under any law. The registration checklist also requires a medical certificate for the manager.²

Prepare the registration application

The ORG’s requirements call for the partnership’s proposed name, office address and type, capital contributions, term, main and other activities, and purpose where the partnership is formed for a single venture. Prepare these details alongside the agreement, and check that the application and the partnership’s own records describe the same arrangements. The GP application form includes fields for partners’ identities, contact details and contributions.^2,5

The ORG’s registration requirements identify these documents and details:^2,5

• A partnership agreement, which must be notarised.
• Identification documents for individual partners, such as an ID or passport.
• An application form signed by each partner.
• Proof of registration for legal-entity partners in an LP or LLP.
• A criminal record certificate for a GP partner or an LP general partner, as applicable.
• A declaration of beneficial owners.
• For an LLP, the manager’s identification and address details and a medical certificate.

Source: Office of the Registrar General: Requirements for Registration of Partnership, All Forms; Office of the Registrar General: Form 2—Application for Registration of a General Partnership^2,5

For an LLP, the ORG requirements say the name must include ‘Separate’ or ‘S’ before ‘LLP’. Check the proposed name against the relevant registration requirements.²

A practical sequence is to choose the form, confirm the partners and any LLP manager, and agree the name, activities, term and capital contributions. Next, prepare and notarise the agreement, collect the required identity documents and certificates, complete the appropriate application and obtain the signatures required for that form. The GP form allows a partner or another legally authorised person to present the application to the ORG.^2,5

Register a foreign partnership

Foreign GPs, LPs and LLPs are allowed to operate in Rwanda, but a foreign partnership must register under the partnership law before carrying on business there. Treat registration as a pre-launch step, rather than beginning local business and applying later. The ORG’s requirements for a foreign partnership branch include a statement of foreign qualification, an application, a certified copy of the partnership’s registration certificate and other supporting documents, including a beneficial-owner declaration.^1,2

The ORG checklist also identifies proof that the foreign partnership is not under insolvency proceedings, a certified copy of its agreement or charter if it has one, and identification for a compliance officer resident in Rwanda. Review the requirements relevant to the partnership’s form and origin when assembling a foreign application.²

Maintain beneficial-owner records

A beneficial owner is a natural person who ultimately owns or controls a legal person or arrangement, is the person on whose behalf a transaction is conducted, or exercises ultimate effective control. Partnerships established in Rwanda, and partnerships established elsewhere with a registered office in Rwanda, must obtain and hold adequate, accurate and up-to-date beneficial-owner information.⁴

The ongoing record-keeping duties include:⁴

• Keep the beneficial-owner register and supporting documents at the registered office in Rwanda.
• Record changes to beneficial-owner particulars within seven days.
• Retain the information while a person is a beneficial owner and for ten years after that person ceases to be one.
• Disclose the information to competent authorities upon request.

Source: Rwanda Development Board: Guidelines for the Identification of Beneficial Owners of Legal Persons and Arrangements (March 2023)⁴

How owners are identified depends on the partnership’s legal status. For a partnership treated as a legal arrangement, identify all parties—in principle, all partners—and any other natural person who exercises control. If a legal entity is a general or limited partner, identify that entity’s beneficial owners too. A person who is not a partner may also need to be identified if they exercise effective control.⁴

The guidelines assign responsibility for beneficial-ownership compliance in general and limited partnerships to the general partners, reflecting their role in managing the partnership’s business. Establish a routine for collecting ownership details at the outset and for reporting changes promptly. Keep the supporting records with the register so that the partnership can respond to an authority’s request.⁶

Plan financial reporting

Rwanda Revenue Authority guidance describes taxpayers with annual turnover of RWF 20 million or more as being under the real tax regime. In its guidance on that regime, the RRA states that partnerships must present financial statements and reveal the revenue of their partners. Partnerships should therefore plan how to record partner-level revenue and prepare financial statements.³

This reporting requirement is a practical reason to agree who will maintain the accounts and compile the financial information. Partners should make responsibilities clear in their working arrangements and keep records that allow the partnership to prepare the statements and disclose partner revenue. The RRA guidance also identifies an additional certification requirement where annual turnover is over RWF 600 million: annual tax declarations and financial statements must be certified by a qualified professional and approved by the Tax Administration.³

Before trading

Use this checklist to prepare for registration and ongoing administration:^1,2,4,5

• Choose the GP, LP or LLP structure to match the partners’ roles and liability arrangements.
• Check GP partner eligibility and the Rwanda residence or agent requirement; check the LLP manager’s requirements where relevant.
• Make the agreement, application and capital contribution details consistent.
• Collect the required identity documents, certificates and proof of registration for legal-entity partners.
• Set up a process to update beneficial-owner information and retain supporting records.
• If the partnership is foreign, register before carrying on business in Rwanda.

Source: Official Gazette of the Republic of Rwanda: Law N° 008/2021 of 16 February 2021 Governing Partnerships (February 2021); Office of the Registrar General: Requirements for Registration of Partnership, All Forms; Rwanda Development Board: Guidelines for the Identification of Beneficial Owners of Legal Persons and Arrangements (March 2023); Office of the Registrar General: Form 2—Application for Registration of a General Partnership^1,2,4,5

Registration forms and requirements may change. Before filing, confirm the current checklist with the Office of the Registrar General, especially if the application involves a foreign partnership or an LLP manager.^2,5