Corporate Law in Democratic Republic of the Congo
1 bis, Avenue des Bâtonniers, Kinshasa/Gombe, Kinshasa
KALAMBA & ASSOCIES expertise is mainly recognized as a general business law firm, with special focus in the mining sector. We also have an extensive experience on projects financing, we provide services on permanent basis to the World Bank, through its affiliate the IFC.
It is important to note that KALAMBA & ASSOCIES has been classified in Band 1, in the Democratic Republic of Congo on General Business category, by the Chambers & Partners magazine for 2012, 2013, 2014 and 2015, and as the best law firm in the mining sector by Who’s Who Legal.
KALAMBA & ASSOCIES is considered as one of the leading business law firm in DRC. Indeed we are working as local counsel to firms such as SIMMONS & SIMMONS, CLIFFORD CHANCE (Paris, London, Washington), NORTON ROSE, LINKLATERS, WERKSMANS, WHITE & CASE, STIKEMAN LLP, EDWARD NATHAN, ALLEN & OVERY (Beijin), ENS AFRICA, FASKEN MARTINEAU, McDermott Will & Emery.
The firm has accumulated thirty years’ experience on international business law. We provide clients with recognized expertise in both common law and civil law (the Congolese system), and in both English and French. Our clients include Congolese and foreign corporations, governments and private individuals.
- The Firm has a commanding experience in telecommunication.
We have assisted the following companies:
- TELECEL CONGO SPRL, which was the first cellular company in the Democratic Republic of Congo (DRC);
- VODACOM SOUTH AFRICA, during their establishment phase in DRC;
- MTN, in its attempt to buy CCT SARL, a local cellular company controlled by Chinese;
- FRANCE TELECOM, in its attempt to buy ZAIN SPRL (currently AIRTEL);
- THE INTERNATIONAL FINANCE CORPORATION, for 150 million US Dollars loan to OASIS SPRL (MILLICOM’s subsidiary);
- HELIOS TOWERS, which has launched a subsidiary and which will manage the telecommunication towers, for the telecommunication companies;
- Google Inc, in the creation of its local entity.
- The firm is fully experience in inbound investment:
We provide a comprehensive discussion of the laws generally affecting business operations in the Democratic Republic of Congo, including D.R. Congo's foreign investment laws. We are fully experienced in assisting foreign invested enterprises in D.R. Congo, co-operative joint ventures as well as wholly foreign owned enterprise. Our experience and capabilities include:
- Participating foreign investment projects overall structure design, advising on various issues such as investment form, contribution methods, land use right, technology licensing, custom procedure, employment contract, government approval, environment and tax preferential treatment, etc.;
- Assisting clients on whole process of establishing a representative office in D.R. Congo, including MOU negotiation, due diligence, legal documentation, contract negotiation, government approval as well as business registration;
- Assisting on tax planning for foreign investments and residences in D.R. Congo and applying tax preferential treatment when applicable;
- Acting as external legal advisor after foreign investment enterprise's establishment in D.R. Congo, advising on daily operational related legal issues, such as taxes, imports, labour management, etc.;
- Providing high quality legal document translation and other value-added services as required.
- KALAMBA & ASSOCIES has leading experience in natural resources:
We regularly advise on all matters relating to mining assets and the conversion, acquisition and disposal of mining rights and titles. Typical transactions in which KALAMBA & ASSOCIES members would be involved include due diligence on local mining companies or titles, joint ventures and shareholder agreements, acquisitions and dispositions, royalties and mine construction and mine operating agreements.
We have provided legal services to ANGLO AMERICAN, MMGI MINERALS, MWANA AFRICA PLC, ADASTRA, LAZARE KAPLAN INC, FIRST QUANTUM Ltd, TULLOW OIL PLC, KATANGA MINING, VALE, WANBAO, JINCHUAN, RIO TINTO, MMG LIMITED, etc.
- Our firm provides services on international financing matters:
International mining projects demand our skills in such complex areas as structuring transactions to promote tax efficiencies, reduce exposure to political and regulatory risk and facilitate financing.
Mining finance is an important dimension of our firm and includes private placements, assistance in public offerings, project debt financing, forward sales and other hedging transactions.
The firm represents CITIGROUP, INTERNATIONAL FINANCE CORPORATION (IFC) and INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA (IDC), on permanent basis. We have provided services to a bank’s syndicate for the financing structure and package for KMT (Adastra Project in Kolwezi) which involved an investment of350 millions USD and to RAND MERCHANT BANK INTERNATIONAL for loans of $10 million to ANVILL MINING, and to FORTIS S.A. for $30 million to ANVILL MINING, to a consortium of Banks led by OPIC for 650 Million to TENKE FUNGURUME, to STANDARD BANK OF SOUTH AFRICA for 160 million, to RUASHI MINING SPRL, to GMP Securities LP for 150 million facility agreement to BANRO
KALAMBA & ASSOCIES was also recently retained by the World Bank, with an American financial institution STERLING MERCHANT BANK, to provide legal services to the DRC Government regarding the negotiation of its internal debt.Show more +
Harlene NGALULA holds a Bachelor's degree in International Law from the Protestant University in Congo. She joined KALAMBA & ASSOCIES since 2014 where she serves as coordinator. She is a lawyer registered at the Kinshasa / Matete Bar. She has proven experience in business law.
Her areas of expertise include:
- Negotiation of loan agreements;
- Preparation and presentation of pleadings before the Courts and Tribunals;
- Preparation of general meetings of companies and drafting of minutes;
- Representation, assistance and legal advice;
- verification of statutory standards and drafting of companies Articles of Association;
- Negotiation and settlement of contentious cases;
- Realization of mortgages in favor of the customers;
- Participate in the drafting and revision of various social acts;
- Obtaining for foreign employees establishment and work visas;
- Recovery of debts according to OHADA law procedures;
- Manage upstream and downstream labor litigations;
- Management of judicial cases in different jurisdictions;
- Transcription and modification of legal documents;
- Investigate for the search of untraceable debtors;
- Thorough knowledge of Labor Law;
- In-depth knowledge of civil law;
She is also very active in non-governmental organizations working for the promotion and development of women such as:
CETRAC GHK and WOMEN OF GOOD HEART