Table of Contents
- Executive Summary: Burundi’s Legal Landscape in 2025
- Key Regulatory Authorities and Sources of Law
- Setting Up a Business: Incorporation, Licensing, and Foreign Investment Rules
- Corporate Governance and Shareholder Rights
- Contract Law and Enforceability in Burundi
- Taxation: Corporate Tax, VAT, and Incentives for Investors
- Employment Law: Hiring, Termination, and Labor Compliance
- Compliance, Anti-Corruption, and AML Regulations
- Recent Reforms and Upcoming Legal Developments (2025–2030)
- Future Outlook: Risks, Opportunities, and Strategic Recommendations
- Sources & References
Executive Summary: Burundi’s Legal Landscape in 2025
In 2025, Burundi’s business law environment stands at a crossroads between ongoing reform and persistent structural challenges. The government continues to pursue regulatory modernization in line with its Vision Burundi 2025 agenda, aiming to foster private sector-led growth and attract foreign investment. The Government of the Republic of Burundi has prioritized initiatives targeting improvements in commercial dispute resolution, company registration, and investment protections. Nevertheless, the implementation of these reforms remains gradual, with businesses facing hurdles such as bureaucratic delays, limited legal certainty, and evolving compliance requirements.
Recent legislative activity includes the ongoing update and harmonization of the Commercial Code, intended to align with regional standards mandated by the East African Community (EAC). The Ministry of Justice of Burundi has taken steps to streamline business registration through the Guichet Unique de Création d’Entreprise (One-Stop Shop for Business Creation), reducing the registration process to less than two weeks for compliant entities. Still, challenges in land tenure, tax administration, and contract enforcement persist, affecting the overall ease of doing business.
Compliance is a focal point for both local and foreign investors. Companies must navigate a complex framework encompassing the 2018 Investment Code, anti-corruption statutes, labor regulations, and sector-specific licensing. The Office Burundais des Recettes (OBR) continues to enhance digital tax filing and compliance monitoring, yet tax disputes and ambiguities in statutory interpretation are common. Furthermore, the government is expected to intensify enforcement around anti-money laundering and anti-bribery in line with regional obligations.
Key statistics highlight the current landscape: as of early 2025, over 2,000 new companies had registered through the streamlined process, according to the Agence de Promotion des Investissements au Burundi. However, less than 40% of registered businesses report full compliance with all regulatory requirements, underscoring the need for ongoing capacity building and awareness campaigns.
Looking forward, the business law outlook in Burundi is cautiously optimistic. The government’s commitment to EAC integration and its focus on digitalization of legal and administrative services could yield greater transparency and efficiency. However, sustained progress will depend on strengthening institutional capacity, judicial independence, and stakeholder engagement. For investors and enterprises, vigilance and adaptability to evolving regulations remain essential in navigating Burundi’s dynamic legal landscape through 2025 and beyond.
Key Regulatory Authorities and Sources of Law
Business law in Burundi is shaped by a combination of national statutes, regional agreements, and international commitments. The regulatory landscape is primarily overseen by several key government ministries and public authorities, alongside the judiciary. The main sources of business law include the Constitution, statutory codes, sector-specific regulations, and regional instruments, particularly those from the East African Community (EAC) and the Organisation for the Harmonization of Business Law in Africa (OHADA).
- Ministry of Justice: The Ministère de la Justice leads the formulation and enforcement of commercial and civil law, oversees registration of business entities, and ensures judicial integrity and access to commercial courts.
- Ministry of Commerce, Transport, Industry and Tourism: The Ministère du Commerce, du Transport, de l’Industrie et du Tourisme is responsible for the implementation of policies related to trade, business licensing, investment promotion, consumer protection, and regulatory compliance.
- Burundi Investment Promotion Authority (API): The Agence de Promotion de l’Investissement serves as a central one-stop shop for business registration, investment incentives, and facilitation of compliance with business regulations.
- Taxation and Social Security: The Office Burundais des Recettes (OBR) manages tax registration, corporate tax compliance, and customs, while the Institut National de Sécurité Sociale (INSS) oversees mandatory social security contributions.
- Burundi Commercial Court: The Tribunal de Commerce is specialized in resolving commercial disputes and insolvency matters, reflecting recent reforms to streamline dispute resolution and enhance investor confidence.
- OHADA: Burundi is a member of OHADA, which provides a unified legal framework for commercial law across its member states, including company law, securities, insolvency, and arbitration (Organisation pour l'Harmonisation en Afrique du Droit des Affaires).
- East African Community (EAC): As a member of the EAC, Burundi aligns some of its business regulatory practices with regional standards and mutual recognition protocols (East African Community).
Key statutes governing business law include the Commercial Code, the Companies Act, the Investment Code, and sectoral laws on banking, labor, and taxation. As of 2025, ongoing reforms focus on digitizing business registration, enhancing judicial efficiency, and aligning local regulations with OHADA and EAC standards to improve the investment climate and ease of doing business.
Setting Up a Business: Incorporation, Licensing, and Foreign Investment Rules
Setting up a business in Burundi in 2025 is governed by a framework designed to facilitate both local and foreign investment while ensuring compliance with national laws. The primary legal instrument for company formation is the Law No. 1/09 of May 30, 2011, on the Commercial Code, as amended. Businesses typically register as sole proprietorships, partnerships, limited liability companies (SARL), or public limited companies (SA). The Ministry of Commerce, Transport, Industry and Tourism (Ministère du Commerce, du Transport, de l’Industrie et du Tourisme) oversees the process, with the Business Registration Center (Guichet Unique de Création d’Entreprise) acting as the one-stop shop for incorporation.
As of 2025, the minimum share capital for a SARL remains BIF 100,000 (about USD 35), and the process to register a company, obtain a tax identification number, and secure a trade license can be completed in less than 10 working days, reflecting ongoing efforts to streamline procedures. Key documents required include notarized statutes, proof of address, identification of shareholders/directors, and criminal record certificates. Businesses must also register with the Burundi Revenue Authority (OBR) for tax purposes and the National Social Security Institute (INSS) for social contributions.
Sector-specific licensing is mandatory for certain activities, including banking, telecommunications, and mining. For example, financial institutions must be licensed by the Bank of the Republic of Burundi and comply with prudential regulations. The national Investment Code, updated in 2021, offers incentives such as tax holidays and customs exemptions to qualifying investors, particularly in priority sectors such as agriculture, energy, and tourism. The Burundi Investment Promotion Authority (API) is the main agency supporting investors, providing guidance throughout the licensing and establishment process.
Foreign investors may own up to 100% of a business in most sectors, though restrictions or special approvals may apply in sensitive industries (e.g., defense). Recent reforms have simplified foreign exchange controls, but repatriation of profits still requires clearance from the central bank. According to the Burundi Investment Promotion Authority, over 320 new investment projects were approved in 2023, showing rising investor confidence despite regional economic challenges.
Looking ahead, the Burundian government aims to further reduce administrative barriers and digitize business registration by 2026. Compliance with anti-money laundering, anti-corruption, and tax regulations remains a priority, with increased inspections expected. Businesses should closely monitor updates from the Ministry of Justice and related authorities to ensure ongoing compliance and to capitalize on new incentives as Burundi continues to reform its business climate.
Corporate Governance and Shareholder Rights
Corporate governance and shareholder rights in Burundi are governed primarily by the Act No. 1/09 of May 30, 2011, on the Organization of Companies, which outlines the legal framework for the formation, management, and dissolution of commercial companies. As of 2025, the Burundian government has continued efforts to align its business laws with international standards to attract investment, enhance transparency, and protect minority shareholders. The Ministry of Justice of Burundi oversees the implementation and reform of these laws.
Recent developments include the ongoing review of the Commercial Code to tighten compliance requirements for corporate boards and management. The code mandates that companies, particularly those listed or with significant public interest, establish clear structures for board oversight, disclosure of conflicts of interest, and fiduciary duties. These measures are intended to reduce corruption and mismanagement, issues historically cited as barriers to foreign direct investment according to the Burundi Investment Promotion Authority.
Shareholder rights are explicitly protected under Burundian law. Shareholders have the right to attend and vote at general meetings, access information about company operations, and initiate legal proceedings in cases of mismanagement or breaches of fiduciary duty. Amendments under consideration in 2025 aim to strengthen minority shareholder protections, including more accessible mechanisms for collective action and dispute resolution. The Supreme Court of Burundi has issued several landmark rulings affirming these rights, particularly in cases involving improper dilution of shares and non-disclosure of material information.
Compliance with governance standards is monitored through annual reporting obligations and mandatory external audits for certain company categories. The Office Burundais des Recettes (OBR) requires companies to submit audited financial statements, further reinforcing transparency. In 2024, official statistics indicated that approximately 68% of medium and large enterprises in Burundi were compliant with these reporting requirements, a figure projected to rise as enforcement mechanisms are enhanced in the coming years.
Looking ahead, the government’s commitment to modernizing business law, including corporate governance reforms, is expected to improve Burundi’s position in regional business environment rankings and stimulate greater investor confidence. Ongoing collaboration with organizations such as the East African Community is also anticipated to harmonize standards and facilitate cross-border investments. However, effective implementation and judicial capacity remain key challenges for the success of these reforms in 2025 and beyond.
Contract Law and Enforceability in Burundi
Contract law forms a foundational pillar of business law in Burundi, governing the creation, execution, and enforcement of agreements between parties. The legal framework is primarily based on the Burundian Civil Code, which outlines essential contract elements such as consent, legal capacity, lawful object, and cause. The Civil Code provisions are complemented by commercial regulations, particularly for business-to-business transactions, and are enforced through the country’s judiciary and arbitration mechanisms.
In recent years, the Government of Burundi has undertaken steps to modernize its legal infrastructure and improve contract enforcement, being a signatory to regional treaties such as the OHADA (Organisation pour l’Harmonisation en Afrique du Droit des Affaires) Uniform Act on General Commercial Law, which harmonizes business law across Francophone Africa. The OHADA framework, fully applicable in Burundi since 2014, has introduced standardized rules on commercial contracts, insolvency, and dispute resolution, facilitating cross-border business and reducing legal uncertainty for foreign investors.
Despite these reforms, the enforceability of contracts in Burundi continues to face challenges. According to the World Bank’s annual assessments, contract enforcement in Burundi remains slow and costly by regional standards. On average, resolving a commercial dispute through the courts can take over 600 days and cost more than 40% of the claim value, reflecting procedural bottlenecks and limited judicial capacity (World Bank). However, ongoing judicial reforms, digitalization initiatives, and capacity-building programs for judges and legal professionals—led by the Ministry of Justice—are expected to gradually improve efficiency and transparency in the coming years (Ministère de la Justice du Burundi).
The outlook for contract law and enforceability in Burundi for 2025 and beyond is cautiously optimistic. The government’s commitment to harmonization with OHADA standards and increased investment in the judicial system are likely to yield incremental improvements in dispute resolution and legal certainty. Businesses are advised to ensure contracts are meticulously drafted, clearly stipulating obligations, remedies, and, where appropriate, including arbitration clauses referencing OHADA rules or local arbitration centers. This approach can mitigate enforcement risks while capitalizing on the evolving legal environment.
- Burundi’s legal framework for business contracts is rooted in its Civil Code and OHADA Uniform Acts.
- Judicial reforms and digitalization are in progress to speed up contract enforcement.
- Average commercial dispute resolution time exceeds 600 days, with high associated costs.
- Outlook for 2025: gradual improvement in contract enforceability, particularly for businesses aligning with OHADA-compliant practices.
Taxation: Corporate Tax, VAT, and Incentives for Investors
The taxation regime in Burundi is a central pillar of its business law framework, directly impacting corporate operations and foreign investment. As of 2025, Burundi’s tax system encompasses corporate income tax (CIT), value-added tax (VAT), and a series of fiscal incentives aimed at fostering investment and economic diversification.
Corporate Income Tax (CIT)
Burundi imposes a standard corporate income tax rate of 30% on resident companies, with the rate applied to worldwide income. Non-resident companies are taxed only on income sourced within Burundi. Certain sectors, notably mining and telecommunications, may be subject to additional surcharges or sector-specific levies. The tax base includes all profits, less allowable deductions, such as business expenses and depreciation, as stipulated in the Office Burundais des Recettes (OBR) tax code. In recent years, the government has intensified tax enforcement, adopting digital platforms for filing and compliance to enhance transparency and curb evasion.
Value-Added Tax (VAT)
VAT is levied at a standard rate of 18% on most goods and services. Certain basic products and exports are zero-rated or exempt, aligning with regional trade and welfare objectives. Registration for VAT is mandatory for businesses exceeding a set annual turnover, with the threshold periodically reviewed by the Office Burundais des Recettes. VAT compliance is a focus area for the OBR, which has launched online portals and awareness campaigns to improve collection efficiency and taxpayer understanding.
Investment Incentives
To attract both local and foreign investors, Burundi offers a range of incentives under the Investment Code (Law No. 1/24 of 10 September 2008, as amended). Eligible projects—especially those in priority sectors such as agriculture, manufacturing, and tourism—may benefit from tax holidays, reduced customs duties, and accelerated depreciation allowances. The Agence de Promotion des Investissements (API) serves as a one-stop shop, streamlining processes and facilitating access to these incentives. The government continues to review incentive schemes to align with regional commitments under the East African Community (EAC) and to stimulate job creation and innovation.
Compliance and Outlook
Burundi is committed to tax modernization, with ongoing reforms targeting simplification, digitalization, and anti-evasion measures. In 2024, the OBR reported a 15% increase in tax revenue collection, signaling improved compliance rates. For 2025 and beyond, further amendments to the tax code are anticipated, including potential reductions in administrative burdens and the broadening of the tax base. These efforts are expected to enhance Burundi’s investment climate and support sustained economic growth in the years ahead (Office Burundais des Recettes; Agence de Promotion des Investissements).
Employment Law: Hiring, Termination, and Labor Compliance
Employment law in Burundi is primarily governed by the Labor Code (Code du Travail), last revised in 2020, alongside related decrees and ministerial instructions. The legal framework sets out the requirements for hiring, employment contracts, termination, and labor compliance, with oversight provided by the Ministry of Public Service, Labour and Employment. As of 2025, several key aspects shape business operations and compliance obligations in the employment sector.
Hiring and Employment Contracts
Employers are required to issue written contracts for all employment relationships exceeding three months. These contracts must specify essential terms, including job role, remuneration, working hours, and duration where applicable. The Labor Code distinguishes between fixed-term and indefinite-term contracts, each subject to different renewal and termination conditions. Non-compliance with contract formalities can expose employers to penalties or make terminations more challenging (Ministry of Public Service, Labour and Employment).
Termination Procedures
The Labor Code outlines lawful grounds for termination, such as misconduct, redundancy, or mutual agreement. Dismissals for economic reasons require prior notification to labor authorities and may necessitate severance payments, calculated based on tenure and wages. Unlawful termination can result in reinstatement orders or compensation as determined by labor courts. In 2024, the government conducted a review of dismissal procedures to streamline dispute resolution and align with International Labour Organization (ILO) conventions (Ministry of Public Service, Labour and Employment).
Labor Compliance and Enforcement
Businesses must adhere to statutory limits on working hours (generally 8 hours per day, 45 hours per week), minimum wage requirements, and occupational health and safety standards. The Labor Inspectorate conducts routine and complaint-driven inspections. In 2023, over 2,000 workplace inspections were carried out, with common violations including non-compliance with minimum wage laws and inadequate employment documentation (Ministry of Public Service, Labour and Employment).
Outlook for 2025 and Beyond
Burundi is expected to further harmonize its employment laws with regional standards as part of its commitments to the East African Community. Legislative updates may address flexible work arrangements, digital documentation, and enhanced protections for vulnerable workers. Businesses should anticipate increased scrutiny on labor compliance and digital record-keeping, particularly as the government advances its labor market formalization agenda (Ministry of Public Service, Labour and Employment).
Compliance, Anti-Corruption, and AML Regulations
In 2025, compliance, anti-corruption, and anti-money laundering (AML) regulations remain central features of business law in Burundi. The national legal framework is primarily shaped by the Penal Code, the Anti-Corruption Law No. 1/12 of 2006, and its subsequent amendments, which collectively criminalize bribery, embezzlement, and related offences involving both public and private sector actors. The Burundi Anti-Corruption Authority (Olucome) continues to serve as the lead government agency responsible for investigating corruption-related offenses, raising public awareness, and promoting compliance among businesses.
Recent years have seen a reinvigoration of enforcement efforts. According to the Burundi Anti-Corruption Authority, 2023 and 2024 saw an uptick in investigations and prosecutions, with several high-profile cases involving both local businesses and public officials. The Authority reported processing over 700 complaints in 2023, leading to multiple administrative sanctions and judicial referrals. These actions underscore the government’s stated commitment to improving the business environment, enhancing transparency, and aligning with international standards.
On the AML front, Burundi has made progress aligning its laws with recommendations from regional and international bodies such as the Eastern and Southern Africa Anti-Money Laundering Group (ESAAMLG). The Bank of the Republic of Burundi (BRB), as the national financial regulator, enforces strict customer due diligence (CDD), suspicious transaction reporting, and recordkeeping requirements for banks and non-bank financial institutions. In 2024, the BRB issued updated AML guidelines, emphasizing risk-based approaches, enhanced screening for politically exposed persons, and new reporting obligations for cross-border transactions.
Despite these advances, challenges remain. The Bank of the Republic of Burundi highlighted in its recent annual report that financial inclusion is expanding, with bank account penetration reaching over 25% in 2024, but that the informal sector and cash-based transactions continue to pose AML risks. Businesses are subject to routine audits and compliance checks, and failure to adhere to AML or anti-corruption obligations can result in significant penalties, including license revocation and criminal prosecution.
Looking ahead to 2025 and beyond, Burundi is expected to continue tightening enforcement and updating regulations in line with international standards. Businesses operating in the country must ensure robust internal compliance programs, regular staff training, and thorough risk assessments to navigate an evolving regulatory landscape. Close collaboration with regulatory authorities and proactive reporting will remain essential for legal and reputational protection.
Recent Reforms and Upcoming Legal Developments (2025–2030)
Burundi has made several significant strides in business law reform in recent years, with the government aiming to enhance the country’s investment climate and regulatory framework. In 2023 and 2024, the Burundian government initiated a series of legislative updates to align its commercial laws with international standards and regional commitments, especially as a member of the East African Community (EAC).
One of the most notable reforms was the revision of the Commercial Code, which streamlined company registration procedures and clarified the legal obligations of businesses. The Presidency of the Republic of Burundi announced these changes as part of a broader agenda to foster transparency and attract both domestic and foreign investment. According to the Ministry of Commerce, Transport, Industry and Tourism, the new code has reduced the average time for company formation to less than two weeks, a marked improvement from previous years.
Another key development has been the strengthening of intellectual property rights, with the Burundi Revenue Authority (OBR) and the Ministry of Justice collaborating to enforce stricter penalties on counterfeiting and copyright infringement. This responds to both local business advocacy and obligations under the African Continental Free Trade Area (AfCFTA) agreement.
Looking ahead to 2025–2030, the government is expected to implement further reforms, particularly in insolvency law and dispute resolution mechanisms. Draft legislation is under review to establish specialized commercial courts, aiming to expedite contract enforcement and handle complex business disputes more efficiently. The Ministry of Justice has indicated that these courts will be operational by 2026, potentially improving Burundi’s ranking in global ease of doing business indicators.
Compliance requirements are also tightening, especially concerning anti-money laundering (AML) and anti-corruption standards. The Bank of the Republic of Burundi has issued new guidance for financial institutions on customer due diligence, aligning with Financial Action Task Force (FATF) recommendations. Businesses are now required to implement more robust compliance programs and report suspicious transactions, with periodic audits conducted by regulatory bodies.
In terms of statistics, the number of registered businesses increased by approximately 15% between 2022 and 2024, according to the Burundi Revenue Authority. Foreign direct investment flows, while still modest, have shown a gradual uptick, signaling cautious optimism in the private sector.
Overall, the outlook for business law in Burundi is positive, with a clear trajectory towards modernization and regulatory convergence with international standards. However, successful implementation of these reforms will depend on continued political stability, institutional capacity building, and active engagement with the private sector.
Future Outlook: Risks, Opportunities, and Strategic Recommendations
As Burundi continues its efforts toward economic stabilization and integration with the East African Community (EAC), the trajectory of business law in 2025 and the following years will be shaped by legislative reforms, compliance imperatives, and external pressures. The government has prioritized legal modernization to attract foreign direct investment (FDI) and foster private sector growth. In 2024, Burundi enacted several amendments to its commercial code, company law, and investment regulations to align with EAC standards and facilitate cross-border business operations (Presidency of the Republic of Burundi).
Key risks remain, particularly regarding regulatory uncertainty and enforcement consistency. Although the Ministry of Justice of Burundi has increased judicial training and digitalization, stakeholders report that contract enforcement and dispute resolution mechanisms can be slow and unpredictable. The World Bank’s latest enterprise surveys indicate that over 60% of businesses cite regulatory uncertainty and administrative hurdles as leading constraints (World Bank). Moreover, ongoing anti-corruption campaigns and the establishment of a commercial court system signal improvements, yet corruption and informal practices persist as risks for compliance and fair competition.
Opportunities are arising from Burundi’s integration with regional markets and digitization of public services. The Burundi Revenue Authority has expanded its e-filing and tax compliance platforms, reducing processing times and increasing transparency (Burundi Revenue Authority). The adoption of the EAC’s simplified trade regime and harmonization of customs procedures is expected to lower barriers for SMEs and exporters. Additionally, reforms to the investment code offer enhanced protections for investors and clearer dispute resolution frameworks (Burundi Investment Promotion Authority).
- Strategic recommendations for businesses include proactive engagement with legal counsel to monitor evolving regulations and ensure compliance, especially in licensing, tax, and labor law.
- Investing in robust corporate governance, anti-corruption training, and transparent recordkeeping will mitigate operational risks and facilitate smoother interactions with authorities.
- Companies should leverage digital platforms offered by government agencies for registration, tax payments, and regulatory filings to streamline compliance and reduce exposure to informal practices.
- Active participation in industry associations and dialogue with policymakers can provide early insights into upcoming reforms and advocacy opportunities.
In summary, while Burundi’s business law environment still faces challenges relating to enforcement and predictability, its reform momentum, regional integration, and digital innovations present substantive opportunities for compliant and strategically agile enterprises in the coming years.
