Transfer Pricing in the Democratic Republic of the Congo

Multinational groups are handled by the Direction des Grandes Entreprises (DGE); smaller taxpayers sit with the Centres des Impôts or Centres d'Impôts Synthétiques. The DGI publishes the consolidated Code des Impôts, ministerial orders and service notes on its own site, and describes itself as collecting more than 60% of domestic State revenue.

Profits transferred indirectly to foreign associated enterprises — by inflating or deflating purchase or sale prices, by thin capitalisation, or by any other means — are added back to the accounting result. The provision was created by Ordonnance-loi n° 70/086 of 23 December 1970 and rewritten by Loi de finances n° 14/002 of 31 January 2014 and Loi de finances n° 17/005 of 23 June 2017. Article 152.2 of Loi n° 23/053 of 30 November 2023 repeals Titres III and IV of O.-L. n° 69/009 with effect from 1 January 2026, so from FY2026 the profit-transfer rule is Article 53 of Loi n° 23/053. The DGI's consolidated Code des Impôts is stated to be updated to 31 March 2021; there is no DGI consolidation of 10 July 2023.

From 1 January 2026 the test widens materially under Loi n° 23/053 of 30 November 2023: relative majority held directly or indirectly, voting rights sufficient for effective control, a common director or directors bound by a community of interest, and economic dependence arising from non-arm's-length contractual, commercial or financial conditions.

There is no single statutory arm's length formula. Article 29 quater lets the DGI adjust the declared result or turnover by reference to the arm's length price, to prices of similar independent enterprises, or by direct assessment on information it holds. Article 24 ter separately requires methods to be presented 'in compliance with the arm's length principle'.

Article 31 bis para. 2 applies the profit-transfer rule with no need to show control where the counterparty sits in a privileged-regime State (no tax, or profits tax more than 50% below the DRC equivalent) or a non-cooperative country. Article 43 bis B then denies deduction for interest, royalties and service fees paid to such persons unless the taxpayer proves the transactions are real and neither abnormal nor exaggerated. Both articles sit in Titre IV of O.-L. n° 69/009, repealed from 1 January 2026 by Article 152 of Loi n° 23/053, so from FY2026 the equivalents must be sourced to that law.

Article 31 bis para. 4 is the provision that catches most groups: support given to a group company is normal management only where the grantor demonstrates its own interest in acting that way. The general interest of the group is expressly not enough. The article ceases to apply from 1 January 2026 with the repeal of Titre IV of O.-L. n° 69/009; Article 29 ter of Loi n° 004/2003, which makes abnormal acts of management non-opposable to the administration, is unaffected.

Article 43 bis A requires the reality of the service to be clearly demonstrated, the service to be one that could not be rendered in the DRC, and the amount to correspond to what independent enterprises charge for identical transactions. The second condition has no OECD analogue and is the usual point of failure for regional service-centre charges. The article sits in Titre IV of O.-L. n° 69/009, repealed from 1 January 2026 by Article 152 of Loi n° 23/053.

Article 43 bis C applies to interest paid abroad to shareholders or any interdependent person, and falls away with the repeal of Titre IV of O.-L. n° 69/009 from 1 January 2026. General DRC law has no thin capitalisation ratio and no CFC regime, but mining licence holders are subject to a 75/25 debt-to-equity ratio, and thin capitalisation is itself an enumerated form of indirect profit transfer under Article 31 bis.

'Pleine concurrence' is defined in Article 1(41 bis); transfers of mining titles between affiliates must be on terms at least equal to an arm's length transfer (Article 253 al. 1); every commercial transaction between affiliated companies must follow the arm's length principle (Article 265 al. 2); and Article 254 restricts the deduction of interest on foreign loans to amounts actually applied to the mining project at a rate not exceeding the lender country's average effective rate. Article 266 carries no arm's length rule — it deals with export at market price subject to State quota rights and with the 45-day repatriation of foreign-currency export receipts.

Loi de finances n° 24/011 of 20 December 2024 rewrote Article 24 quater so that the intra-group agreement must name one of the five OECD methods. This is the closest the DRC comes to adopting the OECD Guidelines, which have never been enacted domestically.

No hierarchy and no best-method rule is stated. In practice the DGI tests the functional analysis rather than the method label, so a defensible FAR analysis carries more weight than the choice of method itself.

Article 24 bis asks only for 'an analysis of the comparability factors the enterprise considers relevant, where the chosen method requires it'. Any range convention is practice, not law, which cuts both ways: the taxpayer has latitude, and so does the auditor.

Article 29 quater gives the DGI a statutory licence to price transactions using data the taxpayer cannot see. Groups relying on pan-African or European comparable sets should expect the administration to be able to substitute its own figures and should build the record for challenging them at the réclamation stage.

Other Inclusive Framework members have politically committed to respect the DRC's application of the simplified and streamlined approach to baseline marketing and distribution and to relieve resulting double taxation. The list is reviewed every five years against World Bank income classifications.

Article 24 bis of Loi n° 004/2003 catches DRC-established companies dependent in law or in fact on enterprises or groups situated abroad. The USD 1,000,000 threshold was set by Arrêté ministériel n° CAB/MIN/FINANCES/2017/036 of 8 December 2017 — sometimes cited without its date, and not to be confused with an unrelated interministerial order bearing the same reference number. Article 25 of Loi de finances n° 25/060 of 29 December 2025 replaced it from 1 January 2026 with a test of annual turnover excluding tax or gross assets of at least CDF 10,000,000,000, with equivalent tests for majority holdings up or down the chain.

Group layer: activity and changes over the audited years, legal and operational structure, functions and risks of the associated enterprises, principal intangibles, and the group's transfer pricing policy. Entity layer: activity and changes, the controlled transactions with nature and amounts, cost-contribution arrangements, copies of APAs and rulings affecting results, the pricing methods with a FAR analysis, and a comparability analysis where the method requires one. Loi n° 004/2003 was amended and supplemented, not replaced, by Loi n° 23/052 of 30 November 2023. The BEPS Action 13 three-tier package reached the DRC only with Loi de finances n° 25/060 of 29 December 2025, whose Article 25 rewrote Article 24 bis into a master and local file with content to be fixed by ministerial arrêté.

This is a genuinely contemporaneous standard, not a produce-on-request one. The file also does not substitute for the supporting evidence attaching to each individual transaction — invoices, contracts and delivery records still have to be there. Article 25 of Loi de finances n° 25/060 cuts the mise en demeure period to five days, which leaves no room to assemble a file after the auditor arrives.

Filed on paper or electronically by companies within Article 24 bis, containing simplified transfer pricing documentation: group activity and policy, intangibles with the owner's State of establishment, and, for the entity, a summary of related-party transactions and the principal method used. It is not a schedule inside the income tax return. Article 26 of Loi de finances n° 25/060 makes it an electronic return from FY2026. Everything should be in French — the language of the DGI's forms and of the official journal.

The original 2017 wording gave six months (31 October) and a good deal of French-language commentary still repeats it. Loi de finances n° 18/025 of 13 December 2018, Article 25, cut it to two months, and the DGI's consolidated code reads 'deux mois'. Treat the 31 October date as stale. Article 26 of Loi de finances n° 25/060 aligns the return with the IS deadline from FY2026, pulling the filing forward by roughly two months.

Transaction types crossing this aggregate annual figure must be listed in the declaration with their nature, amount and the States of establishment of the associated enterprises. A second paragraph added by Loi de finances n° 20/020 of 28 December 2020 confirms the declaration does not replace per-transaction supporting documents. The 2017 arrêté was made under the pre-2026 wording of Articles 24 bis and 24 ter; the content of the new fichier principal, fichier local and annual return is to be fixed by a fresh ministerial arrêté.

Article 93 bis, created by Loi de finances n° 19/005 of 31 December 2019, imposed CDF 500,000 per day of delay — widely and wrongly reported as a flat CDF 500,000 under Article 94. Article 34 of Loi de finances n° 25/060 of 29 December 2025 rewrote Article 93 bis with effect from 1 January 2026 and deleted the daily fine. The current scale is CDF 400,000 for exempt or nil returns; CDF 3,000,000 for a credit IS return regularised after a mise en demeure; CDF 100,000,000 for failure to file, or an incomplete or inaccurate, annual transfer pricing return under Article 24 ter; CDF 150,000,000 for the country-by-country report under Article 24 quinquies; and 2% of the transactions concerned, with a floor of CDF 100,000,000 per audited year, for failing to answer or incompletely answering an Article 24 bis documentation mise en demeure.

Late interest of 2% per month is added, capped at 50% of the tax evaded or reconstituted. A repeat offence is the same infraction re-committed within two years for annual taxes. There is no documentation-based penalty protection: a compliant Article 24 bis file does not reduce the surcharge, and the only statutory mitigation is voluntary regularisation before a formal notice, plus discretionary remission under Article 105 ter.

Any part-month counts in full for the late payment surcharge under Article 91. The Article 92 daily astreinte applies outside an audit and runs until the information is supplied (CDF 25,000 for individuals). It is separate from the new Article 92 bis astreinte of CDF 10,000,000 per day for failing to answer an Article 29 bis request, in force from 1 January 2026.

Article 15 bis of O.-L. n° 69/009, created by Loi de finances n° 22/071 of 28 December 2022, extended the movable property tax to deemed distributed income and to expense deductions capable of enriching shareholders or partners, at 20% (10% in mining) on a base net of profits tax. It sits in Titre III of that ordinance-law, and Article 152.2 of Loi n° 23/053 of 30 November 2023 abrogates Titres III and IV, with Article 153 bringing that repeal into force 24 months after 31 December 2023 — that is, on 1 January 2026. Article 15 bis and the 20% impôt mobilier of Article 26 are therefore no longer in force; movable income falls within the new IS/IRPP regime, and Articles 41 to 43 of Loi de finances n° 25/060 have inserted Articles 149 bis, ter and quater into Loi n° 23/053 creating a 20% prélèvement on movable capital income paid to non-residents. The old rates were still being reported by PwC at 21 April 2026 and were accurate only to 31 December 2025.

Article 43 was rewritten by Article 38 of Loi de finances n° 24/011 of 20 December 2024, which deleted the words 'même s'il a déjà été contrôlé'. The DGI may now go back beyond the prescribed period into loss-making years where the losses are carried forward and offset against the first non-prescribed profitable year, and may look behind the period to test a VAT credit that is carried forward as well as one whose refund is claimed. The period is interrupted by an adjustment notice or a formal record of a tax offence, and where fraud is revealed by a judicial decision or by any public body the DGI has two years from the revelation to assess a time-barred year.

Articles 30, 35 and 37 are unchanged. Article 29 bis was rewritten by Article 28 of Loi de finances n° 25/060 with effect from 1 January 2026: it now applies only to an enterprise not subject to the Article 24 bis documentation obligation — so not to taxpayers above the CDF 10,000,000,000 threshold — keys off Article 53 of Loi n° 23/053 rather than Article 31 bis of O.-L. n° 69/009, and requires the identity of the related parties, a complete functional and comparability analysis and copies of the intercompany contracts, answered within 15 days. Article 29 ter makes abnormal acts of management non-opposable to the administration. The DGI publishes its annual on-site audit selection lists by directorate, including the DGE, as notes de service.

South Africa was signed 29 April 2005 and entered into force 18 July 2012; Belgium was signed 23 May 2007 and entered into force 24 December 2011, with an amending instrument of 16 July 2010. Mutual agreement procedure access is confined to those two counterparties — for every other jurisdiction, economic double taxation from a DRC adjustment has no treaty remedy.

Both treaties are listed as covered agreements. The DRC notified an existing Article 9(2) equivalent for Belgium but not for South Africa, and entered no reservation on Article 17 — so the MLI fills the gap. The OECD published a Stage 1 simplified Action 14 peer review on 26 June 2025; the simplified process is reserved for jurisdictions with little or no MAP experience, and no DRC MAP statistics are published.

Article 24 quater was created by Loi de finances n° 19/005 of 31 December 2019, modified by Loi de finances n° 21/029 of 31 December 2021 and rewritten by Article 36 of Loi de finances n° 24/011 of 20 December 2024. Companies within Article 24 bis apply in writing to the DGI and must show that the intra-group prices are arm's length using one of five named methods — comparable uncontrolled price, cost plus, resale price, transactional net margin or profit split — any other method being admissible only if justified and consistent with the functions performed and risks assumed. Only unilateral agreements are contemplated; there is no rollback or renewal framework, the USD 10,000 fee proposed in the September 2024 bill was dropped before enactment so no fee applies, and the ministerial order fixing the modalities does not appear in the DGI's published orders. On the public record, no APA has been reported as concluded.

No new claims may be raised at the appeal stage, so the réclamation has to be pleaded in full. There is no published DRC transfer pricing judgment, and Congolese commentary notes how thin tax jurisprudence remains in the extractive sector; most disputes end at the réclamation stage or through the national tax mediation commission created by Arrêté n° 059/CAB/MIN/FINANCES/2025.

The law amends Loi n° 004/2003 on tax procedures, Loi n° 23/053 on IS and IRPP, and the VAT ordinance-law, and enters into force on 1 January 2026 under its Article 88. The enacted text is published by the Ministry of Budget; the DGI's own posting of the promulgated law is a scanned image without a text layer, so cite the Budget publication or the Journal Officiel — several figures in the September 2025 bill differ from the enacted ones and should not be relied on.

Article 27 of Loi de finances n° 25/060 inserted Article 24 quinquies into Loi n° 004/2003 with effect from 1 January 2026. It binds DRC-established ultimate parents preparing consolidated accounts whose consolidated turnover reaches the Congolese franc equivalent of USD 850,000,000 — a proxy for the EUR 750 million BEPS Action 13 standard — with the usual secondary-filing triggers, six cumulative surrogate-filing conditions and automatic exchange with agreement partners. The USD 850,000 figure appeared only in the September 2025 bill and was corrected before promulgation, so there is no drafting error in the enacted law.

Articles 25, 26 and 28 of Loi de finances n° 25/060 rewrote Articles 24 bis, 24 ter and 29 bis with effect from 1 January 2026. Article 24 bis becomes a fichier principal and fichier local with content fixed by ministerial arrêté, triggered by annual turnover excluding tax or gross assets of at least CDF 10,000,000,000 or by the equivalent tests on majority holdings up or down the chain, and the mise en demeure period falls to five days. The obligation still covers only related enterprises situated outside the DRC: the bill's extension to domestic related parties did not survive promulgation. Article 24 ter becomes an electronic annual return due on the same date as the corporate income tax return, and the Article 29 bis reply period is 15 days with a complete functional and comparability analysis and copies of the intercompany contracts required in the answer.

Articles 33 and 34 of Loi de finances n° 25/060 enacted these amounts with effect from 1 January 2026 — Article 92 bis for the daily astreinte on an unanswered Article 29 bis request, Article 93 bis for the rest. A low-cost compliance regime has become a high-cost one. Separately, no income inclusion rule, undertaxed profits rule or domestic minimum top-up tax appears in the Code des Impôts, the 2026 bill or the enacted 2026 finance law, and the DRC does not feature on Pillar Two implementation trackers as at 10 May 2026.