On 7 June 2024, Rwanda enacted the Law No. 045/2024 on privatisation, allowing the State to retain golden shares in certain privatised entities, granting it special rights to influence strategic decisions, even after privatisation. These rights can include veto powers over specific actions such as changes in ownership, asset disposal, or key strategic policies. While this measure is not discriminatory, since the golden share can apply equally to domestically and foreign-owned entities, it is recorded for transparency purposes. Although not a screening mechanism per se, it is included due to its potential to affect investor decision-making in a similar manner.
"Article 1: Purpose of this Law
This Law governs privatisation for the purpose
of –
(a) establishing guiding principles for privatisation;
(b) attracting participants into privatisation initiatives;
[...]
Article 2: Interpretation
In this Law: [...]
(d) "person" means an individual or legal person other than a State-owned company or their authorized representatives;
[...]
Article 3: Scope of this Law
This Law applies to the privatisation by the State of its property composed of State-owned companies and shares held by the State in other companies.
[...]
Article 35: Eligibility for participation in privatisation
(1) Any person, whether a Rwandan or a foreigner, is eligible to compete in privatisation.
(2) The Cabinet may reserve shares in State-owned companies for Rwandan investors in order to protect national interests or if it is necessary to give Rwandan investors preference over foreign investors
(3) The Committee may, at its discretion, take measures likely to allow for optimal level of participation by Rwandans in privatisation.
[...]
Article 52: Golden shares
(1) A golden share is the capital of a privatised State-owned company issued to the State which carries such special rights as provided in the articles of association of such a company and enables the State to protect public interests.
(2) The golden share carries rights that are disproportionately higher than the share capital which it represents and may include taking decisions on reserved matters, representation in appointment of members of the Board of Directors, taking decisions by the Board of Directors on appointment of staff and having a veto right on strategic decisions. The golden share grants the State the managerial oversight in the privatised State-owned company.
(3) If the privatisation of a State-owned company is important due to national interest, the State must hold special voting rights by way of golden shares, which permits the State to veto the resale of a controlling interest if the resale is not in the national interest.
(4) Golden shares may also include the following other rights:
(a) to change the company's incorporation document;
(b) to change the company object;
(c) to change the structure of the company;
(d) to change the head office of the company;
(e) to change the share capital of the company;
(f) to issue new shares;
(g) to merge companies;
(h) dissolution or extension of the company; or
(i) to entitle the State to convene the Board of Directors.[...]" (Law No. 045/2024 on privatisation, adopted 7 June 2024, Articles 1, 2, 3, and 35 [unofficial translation])
Law No. 045/2024 on privatisation, adopted 7 June 2024
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