Ghana’s dynamic economic landscape unfolds against a backdrop of resilient corporate legal foundations, showcasing the country’s commitment to fostering an investor-friendly environment. While recent regulatory shifts have laid the groundwork for a conducive corporate legal atmosphere, the nation propels itself into the forefront of financial technology (fintech) innovation, spurred by policy directives and the establishment of a regulatory sandbox by the Bank of Ghana.
Corporate Legal Environment
Ghana’s economy has undergone major changes in recent years; however, it remains resilient in the face of issues that have reverberated on economies around the world. Despite these challenges, investors remain optimistic, and opportunities abound for investment in the country.
The solutions and innovations needed to overcome these challenges present unique investment opportunities. Over the years the government has made attempts to improve the investment climate, including steps like creating a conducive corporate legal environment for companies to thrive.
The Companies Act 2019, which replaced Companies Code 1963, is one such measure. The Companies Act 2019 regulates how companies are incorporated in Ghana. In 2022 the Registrar of Companies (RoC) was launched pursuant to the Companies Act. This separated the RoC from the Registrar General’s Department (RGD). The RoC is the body responsible for the incorporation of different types of companies, NGOs and professional bodies, among others. The RGD is now responsible for the registration of intellectual property rights, marriages under special licence and the administration of estates. All previous engagements with the RGD since the separation remain valid.
After incorporation at the RoC, a company must also register with the Ghana Revenue Authority and obtain a value-added tax registration certificate. In addition, registration is necessary with the Social Security and National Insurance Trust for pension contributions with respect to all companies with employees. Companies should also complete registration with other regulatory bodies in charge of sector-specific investment.
Business Entities
Various types of business entities may be established in Ghana. They include: sole proprietorships, regulated by the Registration of Business Names Act 1962, which provides for registration in certain instances, but not when the proprietor operates under their own name; partnerships, governed by the Incorporated Private Partnership Act 2020, which involve associations of two or more individuals conducting business for profit, with a limit of 20 people in a partnership; companies limited by shares, which restrict member liability to the unpaid share amounts; unlimited companies, which do not have a limit on the liability of their members – their shareholders have unlimited personal liability; companies limited by guarantee, which limit member liability to predetermined contributions in case of liquidation, commonly seen in professional associations, NGOs and churches; and external companies, which refers to bodies corporate formed outside Ghana that have established places of business within the country.
Beneficial Ownership
The Companies Act 2019 introduced the concept of beneficial ownership, making it mandatory for companies to disclose beneficial owners. A beneficial owner is someone who directly or indirectly owns, influences or exercises substantial control over a person or company. Beneficial owners, whether single or in a group, have a substantial economic interest in – or receive substantial economic benefits from – the company.
During the incorporation process, it is necessary to disclose both the nature of the interest leading to beneficial ownership and confirm whether the beneficial owner is a politically exposed person. A politically exposed person is defined as a someone who is or has been entrusted with a prominent public function in Ghana, a foreign country or an international organisation. This definition extends to immediate family members or close associates of that individual. The concept of beneficial ownership enhances transparency, improves corporate governance and serves as a measure to reduce money-laundering, corruption and conflicts of interest.
Foreign Investment Law
Companies with foreign participation are required to register with the Ghana Investment Promotion Centre (GIPC). The GIPC Act 2013 establishes the centre as the government agency responsible for promoting and facilitating investment into and within Ghana. Most sectors are open to foreign participation. However, certain activities are reserved for Ghanaians and Ghanaian-owned enterprises only. Foreign investors are not permitted to engage in the following businesses:
• The sale of goods or provision of services in a market, petty trading, or hawking or selling of goods in a stall at any place;
• The operation of taxi or car hire service in an enterprise that has a fleet of fewer than 25 vehicles;
• The operation of a beauty salon or a barber shop;
• The printing of recharge scratch cards for the use of subscribers of telecommunication services;
• The production of exercise books and other basic stationery;
• The retail of finished pharmaceutical products;
• The production, supply and retail of sachet water; and
• All aspects of pool-betting business and lotteries, except football pool. Companies incorporated in Ghana must have at least two directors at all times. While the directors are permitted to be non-Ghanaian, one of them must typically reside within the country.
Minimum Capital Requirement
The GIPC Act sets out minimum capital requirements for foreign equity investment in Ghana as follows:
• For a joint enterprise with a Ghanaian partner, the requirement is a minimum investment of $200,000 in cash or its equivalent in capital goods or a combination of both by the foreigner. The Ghanaian partner should have at least a 10% equity stake in the joint venture.
• For a wholly foreign-owned enterprise, the requirement is an investment of no less than $500,000 in cash or its equivalent in capital goods; and
• For a trading enterprise, irrespective of whether wholly or partly owned by a foreigner, the requirement is an investment of $1m in cash or its equivalent in capital goods. There is an additional requirement to employ at least 20 skilled Ghanaians. A trading enterprise is an enterprise whose principal activity is the purchase and sale of goods and the provision of services. These activities may be carried out in a market or any other place. The minimum capital requirements discussed above do not apply to the foreign spouse of a citizen of Ghana, subject to certain prescribed conditions. These requirements also do not apply to enterprises engaged in portfolio investment or set up solely for export trading and manufacturing.
Banking & Finance
Sustainable banking has become a pressing priority in Ghana’s banking industry and in other sectors on a global scale. Environmental, social and governance (ESG) principles are reshaping how people think about investing around the world, and Ghana is no exception. This has led to the development of ESG reporting frameworks.
In November 2019 the Bank of Ghana came out with the Sustainable Banking Principles and Sector Guidance Notes, which are intended to help banks respond to emerging global issues. In addition, in 2022 the Ghana Stock Exchange (GSE) issued an ESG Disclosures Guidance Manual. This guidance manual applies to issuers listed on the GSE and serves as a framework for ESG reporting.
Securities & Exchange Commission
The Securities and Exchange Commission (SEC) published the Corporate Governance Code for listed companies in October 2020. The SEC has prescribed certain corporate governance indicators that listed companies should disclose in their annual reports.
Oil & Gas
In December 2022 the Petroleum Commission developed the Social Performance Guidelines for contractors, subcontractors, licensees and other allied entities in Ghana’s upstream petroleum sector. These guidelines aim to direct the social performance of upstream petroleum companies.
Financial Services
Ghana’s financial services sector can be classified into three main categories: banking, insurance and capital markets. These industries have experienced growth and changes over the years and are poised to remain at the forefront of important innovation techniques.
Fintech
The enactment of the Banks and Specialised Deposit-Taking Institutions Act 2016 and the Payment Systems and Services Act 2019 have spurred steady growth of the fintech space while maintaining the stability of the financial services industry. In line with this development, the Bank of Ghana established the Fintech and Innovation Office in May 2020. This new office is responsible for the licensing and oversight of dedicated electronic money issuers, mobile money operators, payment service providers, closed-loop payment products, payment support solutions and other emerging forms of payment delivered by non-bank entities.
Regulatory Sandbox
In August 2022 the Bank of Ghana introduced a new regulatory and innovation sandbox as a framework to facilitate controlled, small-scale live testing of innovative financial products, services, and business models. This initiative is open to eligible financial institutions and start-ups and will be conducted under the oversight of the Bank of Ghana. This beneficial arrangement allows innovators to temporarily test new ideas without being subjected to the full set of regulatory requirements in force outside the sandbox.
Eligible applicants seeking to participate in the regulatory sandbox are categorised into two broad categories: regulated financial institutions and non-licensed financial institutions. Entities licensed under the Banks and Specialised Deposit-Taking Institutions Act 2016 and the Payment Systems and Services Act 2019 include banks, specialised deposit-taking institutions, payment service providers and dedicated electronic money issuers.
Non-licensed financial institutions include unlicensed fintech start-ups. These institutions may apply to enter the regulatory sandbox alone or in partnership with other licensed entities.
Crowdfunding
The Bank of Ghana has issued a crowdfunding policy to provide for a conducive regulatory environment. The policy seeks to promote and guide the development and use of crowdfunding products and services for the banking sector. Crowdfunding products in Ghana can be classified into four main categories:
• Donation crowdfunding;
• Reward crowdfunding;
• Equity crowdfunding; and
• Debt crowdfunding (or peer-to-peer lending) The crowdfunding policy permits only donation-based and reward-based crowdfunding models. These models entail the collection, holding and disbursement of funds, and are available to banks, specialised deposit-taking institutions, dedicated electronic money issuers and enhanced payment service providers. This policy is expected to promote innovative crowdfunding solutions in a manner that meets the needs of diverse groups of people, thus allowing for financial inclusion.
Cross-Border Infrastructure
The Pan-African Payment and Settlement System (PAPSS) is a cross-border financial market infrastructure that enables payment transactions across Africa. PAPPS ensures instant payment or transfer of funds by originators to beneficiaries in their local currencies. The establishment of PAPSS allows African businesses to pay for transactions in local currencies without the need for a third currency.
It is expected that by end-2024 all African central banks will have signed up to the system. At the time of writing, some 18 banks in the country had signed onto the PAPPS platform to facilitate payments in cross-border transactions. By covering the informal sector as well, PAPPS promotes financial inclusion and potentially increases trade volumes.
Foreign Exchange Controls
There are no restrictions on payments for goods and services imported into Ghana. The Foreign Exchange Act 2006 regulates foreign exchange business and provides for the exchange of foreign currency for international payment transactions and foreign exchange transfers. The Bank of Ghana is the licensing, regulatory and supervisory authority mandated with putting the act into effect.
There are foreign exchange bureaus in operation throughout the country. Banks are required to submit reports of all payment transactions to the Bank of Ghana. Residents and non-residents are allowed to maintain foreign exchange accounts with local banks. Importers are permitted to undertake imports through direct transfer from foreign exchange accounts without pre-submitting documentation for amounts of up to $50,000.
Insurance
In June 2019 the National Insurance Commission (NIC) set new minimum capital requirements for insurance companies. The minimum capital requirement for life and non-life companies increased from $1.4m to $4.5m, while that of reinsurance companies increased from $3.6m to $11.4m. The minimum capital requirement of insurance brokers increased from $27,200 to $45,400, while that of reinsurance brokers remained at $90,800. As of June 2023 approximately 98% of insurance companies were in line with the new minimum capital requirements.
Meanwhile, the Insurance Act of 2021 has repealed the previous Insurance Act of 2006. The revised act governs and regulates the insurance industry, creating three main types of licence categories insurance companies can operate: the insurance licence, reinsurance licence and innovative insurance licence. The innovative insurance licence is for an innovative insurance business that uses financial technology or any other innovative technology in their insurance business.
This type of insurance licence is split further into the innovative insurer licence and the innovative reinsurance licence. The innovative insurance licences are granted for a period of no more than two years, after which time these licences are subject to renewal.
The Insurance Act of 2021 allows a foreign insurer not licensed in Ghana to operate in the country by opening a local contact office, subject to conditions set out by the NIC and its approval. The NIC can also grant approval for a person to enter into an insurance contract with a foreign insurer if no local insurer has the capacity to insure the risk covered under the contract or if there is no local insurer willing to cover the risk under the contract.
Capital Markets
The SEC, GSE, Bank of Ghana, Ministry of Finance, and stock brokerage firms are the main stakeholders in the country’s capital markets.
Meanwhile, the Ghana Fixed Income Market (GFIM) is a market that facilitates the secondary trading of all fixed-income securities and other securities. The SEC is the market’s regulator.
The following instruments are issued and traded on the GFIM:
• Government of Ghana treasury bills, notes and bonds;
• Bank of Ghana money market instruments;
• Corporate notes and bonds; and
• Repurchase agreements. The Ghana Alternative Market (GAX) is a parallel market operated by the GSE and regulated by the SEC. The GAX focuses on businesses with potential for growth and provides equity financing solutions to such businesses. The GAX accommodates companies at various stages of their development, including start-ups and existing enterprises, such as small and medium-sized enterprises (SMEs).
The GAX provides incentives to SMEs, including mandatory underwriting of the minimum offer either directly or indirectly by the sponsor and access to the GAX-SME listing support fund.
In addition, the GSE is set to launch a commercial paper market. Commercial paper is a short-term debt instrument with a fixed maturity of no more than one year. Commercial papers are designed to enable companies to raise short-term funds to meet their financing needs. The introduction of the commercial paper market helps companies raise relatively cheap capital since short-term instruments are less expensive than long-term alternatives. The commercial paper market will help investors diversify their investment portfolios.
Labour Law
The Labour Act 2003 and the Labour Regulations 2007 regulate employment relations in Ghana. The constitution and the Labour Act 2003 prohibit discrimination against a person on grounds including gender, race, colour, ethnic origin, religion, creed, social or economic status. The Labour Act 2003 also protects against discrimination or harassment for certain categories of persons. These categories include people with disabilities, young people and women, among others.
The constitution guarantees freedom of association, which includes freedom to form or join trade unions or other associations, whether national or international. Similarly, the Labour Act 2003 provides the right of workers to form or join trade unions of their choice for the promotion and protection of workers’ economic and social interests. The Labour Act 2003 also provides for a classification of workers into three categories: permanent, casual and temporary. Each category is subject to its own set of rights and obligations.
Companies registered with the GIPC may employ expatriate workers in accordance with the level of investment made. An automatic expatriate quota entitles a company to obtain work and residence permits for an expatriate worker and also resident permits for their spouse and dependent children.
Land Law
The Land Act 2020 was passed to revise and consolidate all laws on land into a single Act. The Land Act 2020 introduced several new measures to facilitate land administration. These include a registration system based on electronic conveyancing, the use of planning systems based on integrated land use planning, an acquisition system based on fair compensation and resettlement, alternative dispute resolution mechanisms and the establishment of a Land Administration Authority to be responsible for the overall management of land in Ghana.
Foreigners can buy and own land and other landed properties in the country. However, the law places restrictions on the type of interests and duration a non-Ghanaian citizen can have in a property. Under the constitution, foreigners cannot buy or hold leasehold interests exceeding 50 years. The lease must be renewed upon its expiration.
Real Estate
The Real Estate Agency Act 2020 regulates real estate agencies, practice and the provision of real estate agency services. It was passed with the goal of promoting professionalism and transparency in the real estate industry and protecting the interests of consumers.
The Real Estate Agency Act 2020 also introduced new measures such as licensing requirements for all real estate brokers and agents, and stipulates that any real estate transaction is to be conducted through licensed real estate brokers or agents among other measures.
Lands Commission
The Lands Commission is a body corporate established by the 1992 constitution and the Lands Commission Act 2008. It is responsible for the administration and management of land in Ghana. The Commission’s mandate includes registering title to land and other interests in land, surveying and mapping land, managing public and vested lands, administering the land valuation system, and providing land information and advisory services.
Technology Transfer
Once a company in Ghana elects to receive services from another company outside the country, the parties require a technology transfer agreement (TTA) to ensure the sharing of such services. Entities within the country (transferees) enter into TTAs with enterprises outside the country (transferors).
The key legislation governing TTAs is the GIPC and Technology Transfer Regulations 1992. The GIPC is the regulatory body that approves all registration and renewal processes for TTAs. The sector regulator will also be required to approve a TTA renewal. The duration of a TTA extends from a minimum of 18 months to a maximum of 10 years. Subsequently, TTAs are renewable every five years. TTAs may be entered to provide the following:
• The sale and licensing of all aspects related to industrial property rights, such as trademarks and patents;
• The provision of technical expertise;
• The provision of technical know-how; and
• Provision of managerial services. TTAs are strictly for services and not goods. A TTA takes effect on the date of registration with the GIPC. The GIPC makes it an offence for companies to transfer fees under an unregistered TTA.
Data Protection
Technology and digital innovation in businesses have made the protection of personal data indispensable. Data protection in Ghana is governed by the Data Protection Act 2012 and regulated by the Data Protection Commission. The aim of the Data Protection Act 2012 is to protect the privacy of individuals and their personal data by regulating the processing of personal information, to provide the process to obtain, hold, use or disclose personal information, and for related matters. Every company that processes personal data as a data controller is required to be registered with the Data Protection Commission.
Renewable Energy
Ghana is committed to fulfilling its pledge to implement measures that will address climate change and its negative impact on the country’s socio-economic gains. As part of this pledge, in 2016 Ghana ratified the Paris Agreement and has updated its nationally determined contributions under same from 2020 to 2030.
Ghana has developed its National Energy Transition Framework 2022-70, a long-term, net-zero framework aimed at decarbonising the energy sector to help the country meet its international obligations under the Paris Agreement.
Ghana’s nationally determined contributions under the Paris Agreement outline two main goals relating to the energy transition:
• Scaling up renewable energy penetration by 10% by 2030; and
• Scaling up 120m standard cu feet of natural gas replacements of light crude oil for electricity generation in thermal plants. The primary renewable energy sources in Ghana include solar energy, which is in abundance due to the country’s location near the equator, and hydroelectric power like the Akosombo and Bui Dams. The rest are biomass energy and waste-to-energy, including landfill gas and waste incineration. Ghana has yet to officially generate energy from wind for the national grid. In addition, wave and tidal energy are emerging as new, potentially powerful technologies, and a wave energy project was in its pilot phase at the time of writing.
As of end-2021 Ghana had 5265 MW of installed electricity generation capacity and 4706 MW of dependable electricity generation capacity. The total installed capacity comprised 3753 MW thermal, 1584 MW hydro and 144 MW from other renewable sources. This breakdown highlights the potential of increasing the contribution of renewable energy to the current energy mix.
Tax Relief
Investors in the renewable energy sector have available a number of tax relief measures, such as locational tax rebates, import duty exemptions and value-added tax exemptions. However, in 2019 during the first phase of the country’s Energy Sector Recovery Programme, the government imposed a moratorium on the signing of new power purchase agreements and gas supply arrangements. This moratorium suspended all ongoing negotiations on such agreements until further notice or unless properly exempted by the government.
Mining
Ghana’s mining industry is regulated by the Minerals and Mining Act 2006. The Minerals Commission, which was established under the authority of the Minerals Commission Act 1993, is the primary entity charged with regulating the sector.
A company seeking to enter the mining industry requires a mining licence issued by the Minerals Commission, in addition to other licences from related agencies. There are various types of mineral rights and licences in Ghana, such as:
• The Reconnaissance Licence, for the search of minerals and evacuation;
• The Mining Lease, for the extraction of minerals
• The Restricted Mining Lease, for building and industrial materials; and
• The Small-Scale Mining Licence, for the extraction of minerals and reserved for Ghanaians only. Typically, only companies incorporated in Ghana are granted rights to undertake reconnaissance, exploration and mining operations in the country. A foreign entity will not be granted rights unless a separate company is incorporated in Ghana. In addition, all companies with foreign participation must register with the GIPC. The Companies Act 2019 and the GIPC regulate ownership aspects of mining companies.
An investor in the mining sector enjoys some benefits in the form of exemptions from payment of import duty and income tax, plus an immigration quota on expatriate personnel. Investors are also expected to recruit and train Ghanaians as part of its workforce to gradually substitute the expatriate workforce with local talent.
Where an investor intends to invest an amount in excess of $500,000,000, the investor may enter into a development agreement with the Minerals Commission and have that agreement ratified by Parliament. A foreign investor may apply for mineral rights with respect to industrial minerals provided the proposed investment is $10,000,000 or above.
The Minerals Income Investment Fund is Ghana’s sovereign mineral fund set up pursuant to the Minerals Income Investment Fund Act 2018. The fund is mandated to manage and invest the royalties due to the government of Ghana in all mining entities. In 2023 the fund invested in a lithium exploration company in the country and is exploring further investment in a local salt mining company. The Minerals Income Investment Fund has also instituted the Small-Scale Mining Incubation Programme, which will provide financing and investment facilities to wholly Ghanaian-owned small-scale mining companies to support the growth of the sector.
In recent years there has been a growing focus on sustainability and responsible mining practices. Mining companies in Ghana are required to conduct environmental impact assessments before commencing related mining activities. They are also required to develop environmental management plans, which outline measures to minimise the environmental impact of their activities. Regulations governing the mining industry also require the generation of social impact assessments, which identify potential social impacts and provide recommendations for mitigating these impacts.
Green Minerals Policy
In 2023 the country approved the Green Minerals Policy aimed at regulating the exploitation, production and management of such minerals. Green minerals are metals and other mineral resources critical to support the transition to clean energy technologies, ultimately contributing to the reduction of carbon emissions. Green minerals include lithium, graphite, bauxite, copper, cobalt, granite, manganese and nickel. This policy is essential, considering Ghana’s discovery of commercial quantities of lithium at Ewoyaa in the Central Region. The policy seeks to ensure the country and its citizens benefit from resource extraction.
The policy provides a fiscal framework and regulatory guidelines for mining green minerals. The policy framework also targets adding value to lithium before export. Therefore, the export of lithium in its raw form is barred. The policy’s overarching objective is for Ghana and its citizens to benefit from the production and use of green minerals while emphasising environmental sustainability.
Key developments include a different royalty regime for green minerals, in contrast to the current rate for minerals like gold. The new policy provides for a higher level of local participation in the green minerals value chain, as opposed to the 10% vested interest the state currently has in mining entities. Other measures include incentives, stabilisation clauses and development agreements put in place to attract the needed investment in green minerals.
Petroleum
The principal legislation for the exploration and production of petroleum in Ghana is the Petroleum (Exploration and Production) Act of 2016.
Upstream
Activities in the upstream sector consist of exploration, development and production of crude oil and gas. In 2010 the Petroleum Commission was established as the regulatory body in charge of overseeing and regulating activities in the upstream sector. Ghana National Petroleum Corporation (GNPC) handles the country’s exploration and production activities. There are a number of international oil companies operating in the sector.
Downstream
Ghana’s downstream sector encompasses oil refineries, petrochemical plants, petroleum products distributors, retail outlets and natural gas distribution companies. Midstream operations are usually considered a part of the downstream sector. The National Petroleum Authority Act 2005 establishes the National Petroleum Authority (NPA) as the entity responsible for regulating, overseeing and monitoring activities in the petroleum downstream industry. Activities include the marketing and distribution of petroleum products by oil marketing companies and the pre-mixing of petroleum products for other industrial uses.
Licensing
A reconnaissance licence grants contractors the non-exclusive right to collect data, including seismic surveying and shallow drilling to process, interpret and evaluate petroleum data in the area specific to the licence. A reconnaissance licence has a duration period of three years and may be extended by an additional period of two years. An investor who desires to engage in the exploration, development or production in the upstream sector is required to enter into a petroleum agreement with the government and GNPC. A petroleum agreement is granted for a period of 25 years. Upstream sector licensing also requires a company to register with the Petroleum Commission to acquire a one-year renewable permit before starting operations. An investor desirous of investing in the downstream sector must apply to the NPA for a licence.
Ghana still imports a significant portion of its petroleum products to meet domestic demand. Various companies are involved in the importation and storage of these products. Companies in the downstream sector are responsible for the distribution and marketing of petroleum products to various parts of the country. This includes transporting fuels to retail outlets, industries, and other end-users. The country has a network of retail fuel stations operated by various oil marketing companies, both local and international. These stations offer various petroleum products to consumers.
Gas
In 2011 the government established the Ghana Natural Gas Company, also known as Ghana Gas, to operate, process and manage natural gas resources of the country. Projects such as the Western Corridor Gas Infrastructure Development Project help in expanding gas processing capacity. The project consists of an offshore pipeline, an onshore pipeline and a gas processing plant in Atuabo situated in the Western Region. Ghana Gas sells other by-products from gas processing, such as condensates and liquefied petroleum gas, to the domestic market.
Outlook
As Ghana enters a new era of development, the intersection of regulatory advancements, innovation and sustainability creates a compelling narrative for investors. The government’s commitment to transparency and inclusivity, coupled with efforts to embrace new technologies, positions the country as not just a regional player, but a global contender for strategic investment. With Ghana’s emphasis on sustainable practices and technological advancements, investors can anticipate a future where the convergence of regulatory foresight and entrepreneurial spirit powers sustained growth.
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