First Edition| June 2026

FIRST EDITION | JUNE 2026

TRINITY LAWYERS

Legal Insights for Businesses in Rwanda

PARTNER’S WORD

Welcome to the inaugural edition of our Legal Insights Newsletter.

As Rwanda’s legal and regulatory landscape continues to evolve, businesses face increasing compliance obligations and new opportunities. Through this newsletter, we aim to provide practical legal updates, highlight key legislative developments, and offer guidance to help businesses navigate regulatory requirements effectively.

In this first edition, we discuss:

• Key post-registration obligations for companies operating in Rwanda;

• Recent developments under Rwanda’s VAT framework; and

• The new Competition and Consumer Protection Law No. 011/2026 of 26 February 2026.

We hope these insights assist our clients and business partners in maintaining compliance and making informed decisions.

Sincerely,

Linda Kalimba Mulenga

Managing Partner

POST-REGISTRATION COMPANY OBLIGATIONS:

REGISTRATION IS ONLY THE BEGINNING

Many entrepreneurs and investors understandably focus on the process of incorporating a company. However, company registration is only the first step in a company’s legal lifecycle. Once incorporated, every company becomes subject to a number of continuing statutory obligations designed to promote transparency, accountability, and good corporate governance.

Failure to comply with these obligations may expose a company and, in certain circumstances, its officers to administrative sanctions, regulatory scrutiny, and operational difficulties when seeking financing, undertaking transactions, or participating in procurement opportunities.

Maintaining Company Records

One of the most fundamental obligations imposed on companies is the maintenance of statutory records. These records provide evidence of the company’s legal existence, ownership structure, management decisions, and financial position.

Companies are required to maintain, among others:

• Incorporation and constitutional documents;

• Registers of shareholders and beneficial owners;

• Registers relating to directors and corporate officers;

• Minutes and resolutions of shareholders’ meetings;

• Minutes and resolutions of meetings of the board of directors and its committees;

• Accounting records and supporting financial documentation;

• Annual financial statements and auditor reports where applicable.

Importantly, these records must not merely exist. They must be accurate, complete, up to date, and retained for at least 10 years as prescribed by law. Poor record-keeping remains one of the most common compliance deficiencies identified during legal due diligence exercises and corporate audits.

Annual Returns and Financial Filings

Companies are also required to submit annual filings to the Registrar General.

The annual return serves as a regulatory snapshot of the company’s financial situation and confirms key information regarding the company’s corporate structure, registered office, directors, shareholders, shareholding structure, and other statutory particulars.

Companies must also file annual financial statements together with any accompanying reports. For an annual turnover above FRW 600 million, these financial statements certified by a qualified professional. These filings assist regulators in maintaining accurate corporate records and contribute to transparency within the business environment.

A common misconception is that dormant or inactive companies are exempt from filing obligations. In reality, even companies that are not actively conducting business generally remain subject to annual compliance requirements until they are formally struck off or dissolved.

Notification of Corporate Changes

Corporate information recorded by the Registrar General must remain current.

Accordingly, companies are required to notify the relevant authorities whenever significant corporate changes occur. Such changes may include:

• Appointment, resignation, or replacement of directors;

• Changes in shareholders or beneficial owners;

• Changes to share capital;

• Changes to the company’s registered office;

• Amendments to company particulars and contact information;

• Conversion from one company type to another.

Timely notification ensures that public records accurately reflect the company’s legal status and ownership structure. It also assists counterparties, lenders, regulators, and investors in conducting due diligence and making informed decisions.

Why Compliance Matters

Corporate compliance should not be viewed merely as a legal formality. Well-maintained records and timely filings strengthen corporate governance, facilitate investment transactions, support financing arrangements, and reduce legal risks.

As regulatory expectations continue to evolve, companies should consider conducting periodic corporate compliance reviews to identify and address potential deficiencies before they develop into more significant legal or commercial issues.

Key Takeaway

A company’s legal obligations continue long after incorporation. Maintaining statutory records, submitting annual filings, and updating corporate information are essential components of sound corporate governance and regulatory compliance.

VAT UPDATE:

UNDERSTANDING VAT COMPLIANCE BEYOND REGISTRATION

Value Added Tax (VAT) remains one of the most significant tax obligations affecting businesses operating in Rwanda. While most businesses are familiar with VAT registration and periodic filing requirements, VAT compliance extends far beyond the submission of returns.

Understanding the VAT Framework

Under Rwanda’s VAT regime, VAT is generally charged on taxable goods and services supplied in Rwanda, including certain supplies made through digital platforms and online channels. VAT also applies to taxable imported goods and services.

The standard VAT rate is 18% for most taxable supplies. Certain transactions may qualify for a zero-rated treatment, while others may be exempt under specific provisions of the law.

The distinction between taxable, zero-rated, and exempt supplies is particularly important because it directly affects a taxpayer’s entitlement to recover input VAT incurred in the course of business operations.

Areas Requiring Particular Attention

Businesses involved in international trade should carefully assess whether transactions qualify as exports of goods or services and whether the applicable VAT treatment has been correctly applied.

Similarly, organizations operating in sectors such as healthcare, education, development projects, international organizations, donor-funded programmes, and tourism should periodically review whether specific exemptions or zero-rating provisions apply to their activities.

The increasing digitization of commerce also requires businesses to pay closer attention to VAT implications relating to online transactions, digital services, and cross-border supplies.

The Importance of Documentation

VAT compliance is heavily documentation-driven. During tax audits, businesses are expected to substantiate the VAT treatment applied to transactions through contracts, invoices, customs documentation, accounting records, and supporting evidence demonstrating the nature of the transaction.

Inadequate documentation may result in the disallowance of input VAT claims and the imposition of additional assessments, penalties, and interest.

Managing VAT Risk

Businesses should regularly review:

• The VAT treatment of their goods and services;

• The adequacy of supporting documentation;

• The accuracy of tax invoices;

• VAT accounting procedures and internal controls;

• Cross-border and digital transactions that may have unique VAT implications.

Key Takeaway

VAT compliance is not merely a tax filing exercise. It requires ongoing assessment of transactions, accurate record-keeping, and proper application of the law to ensure that businesses manage their tax obligations effectively while minimizing compliance risks.

LEGAL UPDATE:

A NEW ERA FOR COMPETITION AND CONSUMER PROTECTION IN RWANDA

Law No. 011/2026 of 26 February 2026 relating to Competition and Consumer Protection introduces one of the most significant regulatory reforms affecting businesses in recent years. The law replaces entirely the previous competition regime from 2012 and establishes a comprehensive framework governing market conduct, consumer rights, digital commerce, mergers, and regulatory enforcement.

The new legislation reflects Rwanda’s commitment to fostering competitive markets, protecting consumers, and adapting its legal framework to the realities of a rapidly evolving digital economy.

A Stronger Competition Law Framework

One of the key objectives of the law is to ensure that businesses compete fairly and that consumers benefit from competitive markets.

The law introduces a more sophisticated approach to anti-competitive conduct by distinguishing between horizontal agreements involving competitors and vertical agreements involving businesses operating at different levels of the supply chain.

Practices such as price-fixing, market allocation, bid-rigging, output restrictions, and other arrangements that prevent, restrict, or distort competition may now attract heightened regulatory scrutiny and significant penalties.

The law also recognizes that certain collaborations may produce economic efficiencies. To address this, businesses may seek authorization for certain arrangements that might otherwise be prohibited, allowing the Regulatory Authority, in this case Rwanda Inspectorate, Competition and Consumer Protection Authority (RICA) established by the Law Nº 31/2017, to assess whether the benefits outweigh potential competition concerns.

Abuse of Dominant Market Position

The law substantially strengthens the rules governing dominant market positions and defines what is a dominant market position. Importantly, holding a dominant market position is not prohibited. 

What is prohibited is the abuse of that position in a manner that harms competition or consumers.

Examples of conduct that may attract regulatory attention include:

• Predatory pricing;

• Unfair or discriminatory commercial practices;

• Refusal to supply essential products or services;

• Restrictive dealing arrangements;

• Practices designed to exclude competitors from the market.

RICA is also empowered to develop further guidance, allowing the framework to adapt to changing market conditions and emerging business models.

Merger Control and Transaction Planning

Businesses involved in mergers, acquisitions, investments, restructurings, and joint ventures should pay particular attention to the new merger control provisions. The law adopts an expanded concept of control, recognizing that influence over strategic business decisions may arise even without majority ownership.

Certain transactions may require notification to RICA and may not proceed until regulatory review has been completed.

RICA may evaluate transactions not only from a competition perspective but also by considering broader factors such as innovation, efficiency, sustainability, and public interest considerations.

For investors and businesses contemplating strategic transactions, early legal assessment of merger control requirements will therefore become increasingly important.

New Market Inquiry Powers

A significant innovation under the law is the introduction of market inquiries. This mechanism enables RICA to investigate entire sectors of the economy where concerns exist regarding the state of competition, even in the absence of a formal complaint. This proactive approach allows regulators to identify structural market issues and recommend corrective measures before serious competition concerns emerge.

Enhanced Consumer Protection

The law goes beyond competition regulation and introduces a strengthened framework for consumer protection.

Consumers are granted enhanced rights relating to:

• Product and service safety;

• Access to accurate information;

• Fair treatment;

• Effective remedies and redress;

• Protection of personal data.

Correspondingly, businesses are subject to increased obligations concerning transparency, pricing practices, product quality, and contractual fairness.

Businesses should review standard terms and conditions, customer-facing documentation, marketing materials, and sales practices to ensure compliance with the new requirements.

Protection Against Unfair Commercial Practices

The law prohibits misleading representations and unfair commercial conduct. Businesses must ensure that information provided to consumers is clear, accurate, and not deceptive. Prices must be transparent and clearly displayed, and consumers should not be subjected to hidden charges or misleading promotional practices. The law also introduces safeguards against unfair contractual provisions that create an excessive imbalance between businesses and consumers.

The Rise of E-Commerce Regulation

Perhaps one of the most significant developments is the introduction of a dedicated framework for e-commerce. As online commerce continues to expand, businesses operating websites, mobile applications, social media stores, and other digital platforms will be required to provide consumers with comprehensive information regarding:

• Business identity and contact details;

• Product and service information;

• Pricing and payment terms;

• Delivery arrangements;

• Complaint-handling procedures;

• Data protection practices.

Consumers engaging in online transactions are also granted additional protections, including rights of withdrawal and refund mechanisms. This represents a major shift in the regulation of digital commerce and will require many businesses to revisit their online terms and operational procedures.

Multi-Level Marketing and Emerging Business Models

The law introduces specific regulation of multi-level marketing activities. Businesses operating such models must comply with licensing requirements and regulatory standards designed to prevent pyramid schemes and protect consumers from abusive practices.

Enforcement and Penalties

The law substantially strengthens enforcement mechanisms. Competition law violations may result in penalties of up to five percent (5%) of annual turnover, while consumer protection violations may also attract administrative sanctions and other regulatory measures. The establishment of an Independent Appeal Committee further enhances procedural fairness while ensuring that regulatory decisions can be reviewed through a structured appeals process.

What Should Businesses Do Now?

Businesses should proactively review their commercial arrangements, distribution structures, merger planning processes, consumer-facing contracts, advertising practices, pricing policies, and e-commerce operations. Compliance can no longer be viewed solely through a competition law or consumer protection lens. The new framework integrates both areas and requires businesses to adopt a more holistic approach to legal and regulatory risk management.

Key Takeaway

This new competition and consumer protection law regime represents a fundamental modernization of Rwanda’s competition and consumer protection framework. Businesses that proactively assess and align their practices with the new requirements will be better positioned to mitigate regulatory risks, maintain consumer trust, and operate successfully in an increasingly competitive and digital marketplace.

CONCLUSION

The legal and regulatory environment continues to evolve at a rapid pace, presenting both opportunities and challenges for businesses operating in Rwanda. As highlighted in this edition, compliance is no longer limited to meeting basic statutory requirements. From corporate governance and tax obligations to competition law and consumer protection, businesses are increasingly expected to adopt proactive compliance practices and integrate legal risk management into their day-to-day operations.

The recent developments discussed in this newsletter underscore a broader regulatory trend toward enhanced transparency, accountability, consumer protection, and market oversight. Businesses that remain informed and responsive to these changes will be better positioned to manage risk, maintain stakeholder confidence, and pursue sustainable growth.

We trust that the insights shared in this inaugural edition have provided practical guidance on some of the key legal developments shaping the business landscape in Rwanda.

As the year progresses, we look forward to continuing this conversation and sharing further legal and regulatory updates, emerging trends, and practical insights of relevance to businesses, investors, and other stakeholders.

Until then, we thank you for your continued trust and engagement.

For legal advice or assistance regarding any of the matters discussed in this publication, please contact us at info@trinity-lawyers.com .