Corporate Compliance & Director Responsibilities

On 6 February 2026, the Rwanda Development Board (Office of the Registrar General) delivered a clear message: 𝗖𝗼𝗿𝗽𝗼𝗿𝗮𝘁𝗲 𝗖𝗼𝗺𝗽𝗹𝗶𝗮𝗻𝗰𝗲 𝗶𝗻 𝗥𝘄𝗮𝗻𝗱𝗮 𝗶𝘀 𝗲𝗻𝘁𝗲𝗿𝗶𝗻𝗴 𝗮 𝘀𝘁𝗿𝗶𝗰𝘁𝗲𝗿, 𝗳𝘂𝗹𝗹𝘆 𝗱𝗶𝗴𝗶𝘁𝗮𝗹 𝗲𝗿𝗮.

Under Law Nº 007/2021 governing companies, directors carry clear, non-negotiable responsibilities.
The core obligations can be summarized as follows 👇

1️⃣ 𝗔𝗻𝗻𝘂𝗮𝗹 𝗔𝗰𝗰𝗼𝘂𝗻𝘁𝘀 – 𝗔𝗿𝘁𝗶𝗰𝗹𝗲 𝟭𝟰𝟮

The Board of Directors is responsible for ensuring that companies submit annual accounts to the Registrar General within:

• 7 months after the accounting reference date (Private Companies)
• 4 months after the accounting reference date (Public Companies)

Submission must include:
• Signed & approved annual accounts
• The auditor’s report
• The directors’ report

𝗙𝗮𝗶𝗹𝘂𝗿𝗲 𝘁𝗼 𝗰𝗼𝗺𝗽𝗹𝘆?

FRW 1M–10M per director.

2️⃣ 𝗔𝗻𝗻𝘂𝗮𝗹 𝗥𝗲𝘁𝘂𝗿𝗻 – 𝗔𝗿𝘁𝗶𝗰𝗹𝗲 𝟭𝟰𝟯

Members of the Board of Directors must also ensure that the company delivers its annual return to the RDB each year during the allocated month. The return confirms that:

• Registered office details are accurate,
• Share register location is correct,
• Shares allotted & consideration are properly disclosed.

𝗦𝗸𝗶𝗽 𝗼𝗻𝗲 𝘆𝗲𝗮𝗿?

The new system blocks further filings until all backlog years are cleared.

3️⃣ 𝗔𝗰𝗰𝗼𝘂𝗻𝘁𝗶𝗻𝗴 𝗥𝗲𝗰𝗼𝗿𝗱𝘀 – 𝗔𝗿𝘁𝗶𝗰𝗹𝗲 𝟭𝟮𝟭

Members of the Board of Directors must ensure that accounting records:

• Present a true and fair view of the company’s financial position
• Explain transactions
• Align with accepted accounting standards

𝗡𝗼 𝗽𝗿𝗼𝗽𝗲𝗿 𝗯𝗼𝗼𝗸𝘀?

Administrative fine applies.

4️⃣ 𝗖𝗼𝗺𝗽𝗮𝗻𝘆 𝗥𝗲𝗰𝗼𝗿𝗱𝘀 𝗥𝗲𝘁𝗲𝗻𝘁𝗶𝗼𝗻 – 𝗔𝗿𝘁𝗶𝗰𝗹𝗲 𝟭𝟭𝟭

Companies must retain statutory records for at least 10 years, including the beneficial ownership registers.
(𝗙𝗮𝗶𝗹𝘂𝗿𝗲 𝘁𝗼 𝗱𝗶𝘀𝗰𝗹𝗼𝘀𝗲 𝗕𝗢 𝗶𝗻𝗳𝗼𝗿𝗺𝗮𝘁𝗶𝗼𝗻 = 𝗮𝗱𝗺𝗶𝗻𝗶𝘀𝘁𝗿𝗮𝘁𝗶𝘃𝗲 𝗳𝗶𝗻𝗲𝘀)

Also note that, if the company changes the location where these records are kept, the change must be notified to RDB within fifteen (15) days.

🚨 Key operational shift:

RDB no longer issues a Good Standing Certificate. It’s now a Current Standing Certificate, accessible through the new online system after financial statements are submitted.

📌 Important to note:

RDB no longer reviews your financial statements before acceptance. That said, errors or incorrect information still trigger penalties — placing full accountability on directors.

If you haven’t:

• Logged into the new RDB portal
• Verified company data
• Confirmed all prior annual returns are filed
Now is the time!

Rwanda’s regulatory framework is evolving rapidly. Companies that remain compliant and proactive will operate more efficiently, access financing with greater ease, and strengthen their governance structures. 🚀