Umutanguha Finance Company Plc (UFC) (Umutanguha: bivuze inshuti idahemuka) ni ikigo cy’imari Nyarwanda, cyigenga cy’abanyamigabane cyashinzwe mu mwaka wa 2003 nk’ikigo cya mbere cy’ubwizigame n’inguzanyo ku makoperative, cyaje guhinduka ikigo cy’ubumwe mu mwaka wa 2006 nyuma mu mwaka wa 2013 nibwo cyabaye ikigo cy’imari cyigenga cy’abanyamigabane.UFC Plc watangiye gutanga serivisi z’imari zuzuye. Kuva mu 2013 UFC PLC yakoze ibikorwa bibiri byo guhuriza hamwe koperative maze igura amakoperative 2 y’imari iciriritse mu 2016 ndetse no mu mwaka wa 2018. binyuze mu guhuriza hamwe ibigo by’imari. Kugeza ubu, UFC Plc ifite inyungu nziza itanga, imikorere myiza yo kwihaza ku banyamuryango bayo, ikaba imaze kugira amashami 21 mu ntara zose z’u Rwanda.
Website: http://www.ufinance.co.rw/
TERMS OF REFERENCE
UFC capitalization table update
From : Umutanguha Finance Company (UFC) Plc
Subject : Terms of Reference – Improving the reliability of the capitalization table and disposals
Date : January 15, 2026
1. Brief reminder of the context
1.1. Presentation of the institution
Umutanguha Finance Company (UFC) Plc is a “public company limited by shares” registered in July 2013 at the RDB under number 101310843.
The institution was previously a cooperative: “Union of Savings and Credit Cooperatives UMUTANGUHA”, by the Rwandan association of Widowers “ICYUZUZO” in 2003, hence the large number of shareholders.
In 2006, UFC transformed into a Union composed of five savings and credit cooperatives, then into a public limited company at a general meeting held on June 23, 2013, with seven branches.
Since then, UFC has opened an additional branch and acquired two small microfinance and cooperative companies through mergers, creating two new branches and bringing the total number of branches to 10. In 2018, UFC merged with three other institutions, which had eight branches, bringing the total number of branches to 18.
To date, UFC has 23 agencies/branches and 1 counter, which are distributed across 4 provinces as follows:
- Kigali City: 5 agencies
- Western Province: 9 agencies
- Eastern Province: 3 agencies
- Southern Province: 3 agencies and 1 counter
- Northern Province: 3 agencies.
The head office is located in Kigali.
The shareholding is divided into 41 zones and is mainly concentrated in the North and Northwest of Rwanda.
Each zone is chaired by a local committee (President-Vice-President-Secretary-2 members) which must meet at least once per quarter and a zone general assembly which must meet at least once a year (not respected a priori) and appoints its representative to the UFC general assembly.
The UFC shareholders’ general meeting is composed of each zone representative (i.e., 41) and shareholders holding more than 20,000 shares who are not integrated into zones (i.e., 5) and notably appoints the Board of Directors.
1.2. Composition of share capital
The share capital of UFC, amounting to 3,454,821,000 FRW, is currently composed of 6,909,642 shares with a nominal value of 500 FRW each, distributed among 13,525 shareholders declared by UFC.
| Details | Number of shareholders | Amount of Shares in “FRW” | Percentage |
| FINAFRICA | 1 | 1,761,959,000 | 51% |
| Shareholders holding more than FRW 1 M in share capital | 10 | 112,341,500 | 3% |
| Shareholders holding less than FRW 1 million in share capital | 13,514 | 1,580,520,500 | 46% |
| 13,525 | 3,454,821,000 | 100% |
2. Objective
A shareholder rationalization operation is underway by reducing the number of shareholders through share transfer operations.
Prior to any transfer, the National Bank of Rwanda (BNR) requests UFC to provide an up-to-date capitalisation table free of all duplicates (resulting from cooperative merger operations) and taking into account the allocation of shares to deceased shareholders.
- Assignment
- Main objective
Establish an up-to-date UFC capitalization table including at a minimum:
- Name/Surname/National Identification Number (NID), precise residential address of the beneficial owner shareholder
- Area
- Number of shares
- % ownership
As well as a written explanation of the process put in place to ensure the legitimacy and legality of said up-to-date capitalization table.
Missions
- Comprehensive census : Locate and physically identify 100% of the 13,525 registered shareholders.
- UBO Compliance : Collect all the information required by Article 116 bis of Law No. 019/2023 to establish the Register of Beneficial Owners (NID, residence, nature of control).
- Legal Remediation :
- Legal analysis of the various capital transactions that took place at UFC to achieve the missions listed below
- Identify duplicates and propose a list for merging accounts.
- To ascertain the exact number of shares that each UFC shareholder actually owns;
- Documenting cases of death and collecting available probate evidence.
- Study the relevance of maintaining each zone in view of the number of “active” shareholders;
d. Preparation for the Buyout : Have shareholders wishing to exit the capital sign Unilateral Promises to Sell (legally valid), including verified payment details (MOMO/Bank) based on a buyout price range pre-approved by the UFC Board of Directors.
3. Mission modalities
The mission must be carried out over a maximum period of two (2) months from the date of acceptance of the letter of assignment.
4. Financial and technical proposals to be submitted
4.1. Technical Proposal
Submit technical and financial offers physically to UFC’s head office in a sealed envelope marked “Technical and Financial Proposal ” no later than January 30, 2026 at 4:00 PM (envelopes will be opened at 5:00 PM), including:
- A letter of assignment (in English or French) including the tasks to be carried out and a commitment to confidentiality regarding the information and documents that will be communicated and processed to carry out the assignment;
- A brochure highlighting (in English or French): (i) the presentation of the Firm; (ii) similar missions carried out; (iii) missions carried out in financial institutions mainly microfinance; (iv) the CVs of the proposed team and the number of people called upon to work on the subject.
- The Firm’s Certificate of Registration (or proof of pending application) as a Data Processor issued by the NCSA to permit the collection and processing of shareholders’ personal data.
- RRA’s certificate of no outstanding debt and RSSB’s certificate of no outstanding fees.
- Letters of recommendation for similar assignments.
The firm must at a minimum demonstrate:
- Experience: At least 3 similar missions involving mass census or shareholder restructuring (preferred microfinance/cooperative sector).
- NCSA License: Certificate of registration as a Data Processor (Law No. 058/2021).
- Technical Capability: Demonstrated ability to deploy a sufficient team to meet the imposed completion timeframe.
- Legal Expertise: The key team must include a senior lawyer (expert in Rwandan corporate and family law) to oversee the validity of transfer instruments and successions.
4.2. Financial Proposal
Submit a financial proposal for the total cost allocated to the mission, including personnel, expertise, logistics and travel, communication, registration and administrative costs.
5. Expected deliverables at the end of the mission
a) Inception Report : Including the final deployment plan, collection tools (questionnaire), and legal templates (Promise of Sale and consent).
b) Weekly report : corresponding to a summary table showing in particular the number of shareholders contacted and the status of these meetings;
c) Cleaned and Consolidated Database : Electronic file (Excel/SQL) containing the updated capitalization table, UBO fields and inheritance statuses.
d) Physical/Digital Files : Scanned copies of NIDs, proofs of succession and signed promises of transfer.
e) Final Analysis Report : Statistical analysis of shareholding, identification of residual risks and recommendations for updating the articles of association with the RDB.
Done in Kigali on January 15, 2026
Noel MUHAWENIMANA
Chief Executive Officer
Attachment
