Regulatory body or bodies

The Securities and Exchange Commission (SEC) is the regulator of Ghana’s capital markets and is responsible for among others:

(a)    promoting the growth and development of the securities market;

(b)    licensing and supervising market operators to ensure proper standards or conduct and acceptable practices in the securities business; and

(c)    reviewing and  approving securities market activities to ensure orderly, fair and equitable dealings in securities.

Public offers / disclosure regulations

Public companies not listed on the GSE must comply with the Companies Act, 2019 (Act 992), the Securities Industry Act, 2016 (Act 929) (including guidelines and directives issued by the SEC thereunder) (the SIA), the Securities and Exchange Commission Regulations, 2003 (L.I. 1728) (the SEC Regulations) and the SEC Code on Takeovers and Mergers (the Takeovers Code) (where applicable).

Listed companies must comply with the SIA, the SEC Regulations, the Takeovers Code (where applicable), the Corporate Governance Code for Listed Companies, 2020 (the Corporate Governance Code) as well as the GSE Rules (for listing and trading).

Exchanges

Ghana Stock Exchange (GSE)
Ghana Alternative Market (GAX)
Ghana Fixed Income Market (GFIM)
Ghana Commodity Exchange (GCX)

Takeover / merger regulations

The Takeovers Code regulates takeovers and mergers involving companies listed on the GSE and public companies.

Principal legislation

The principal legislations for the securities industry are as follows:

(a)    the SIA;
(b)    the SEC Regulations;
(c)    the Corporate Governance Code;
(d)    the Unit Trust and Mutual Fund Regulations, 2001 (L.I. 1695);
(e)    Foreign Exchange Act, 2006 (Act 723); and
(f)    Anti-money laundering laws (i.e., Anti-Money Laundering Act, 2020 (Act 1044), the Anti-Money Laundering Regulations, 2008 (L.I. 1925) and the Anti-Terrorism Act, 2008 (Act 762) (as amended by the Anti-Terrorism Amendment Act, 2012 (Act 842) and the Anti-Terrorism Amendment Act, 2014 (Act 875))

Corporate governance code

The Corporate Governance Code issued by the SEC sets out best practices in corporate governance of listed companies. The Corporate Governance Code aims to promote transparency, accountability, and integrity in the management of companies and to protect the interests of shareholders, employees, and other stakeholders.

Current number of listed companies

Ghana Stock Exchange (GSE) - 29
Ghana Alternative Market (GAX) - 6
Ghana Fixed Income Market (GFIM) – 13
Ghana Commodity Exchange (GCX) – 5 commodities

Currently, there is no general legislation that deals with competition or anti-trust issues. Specific sectors or industries have merger, acquisition, transfer or assignment approval or notification or disclosure requirements.  These include banking, gaming, communications, petroleum, mining, insurance and fintech. The Protection Against Unfair Competition Act 2000 (Act 589) (Unfair Competition Act) regulates competition in business but does not apply in the same way as anti-trust or competition legislation. It is a general mechanism for the protection of intellectual property and proprietary information (whether or not it is registered), as well as protection against practices and activities which damage the reputation and goodwill of a business. Those that seek protection or redress under the Unfair Competition Act have to seek remedies from the courts.

Signatories to the African Union Convention on preventing and Combating Corruption?

Yes - find out more here

Signatories to United Nations Convention Against Corruption (UNAC)?

Yes - find out more here

UNAC ratified?

Yes

Ratified?

Yes

Corruption Perception Index score for 2017

40

Corruption Perception Index rank worldwide for 2017

81

Signatories to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions?

No

Effectiveness of the court system

Ghana operates a common law legal system, based on judicial precedents. Decisions of English courts are of persuasive effect in Ghanaian courts. The court system of Ghana is generally effective; there are however issues of poor judicial case management which have been known to cause delays in litigation proceedings. Some of the measures introduced by the judiciary to minimise delays include the option to settle cases through mediation, negotiation, arbitration or other mode of alternative dispute resolution during a pre-trial review conference at the commercial division of the High Court. A recent amendment to the procedural rules allows a party to an action in a court other than the commercial division of the High Court, to request for proceedings to be stayed to enable the parties attempt settlement of the matter by alternative dispute resolution or other means. A judge is also required to enquire from the parties of their willingness to attempt settlement of the matter by alternative dispute resolution or other means and stay proceedings if they are agreeable. The Judiciary has also embarked on the process of automating the courts. The automation of the courts ensures greater accuracy in recordation of court processes. The Supreme Court, the Court of Appeal and the specialised divisions of the High Court have all been automated.

Arbitration

Arbitration in Ghana is governed by the Alternative Dispute Resolution Act, 2010 (Act 798) (ADRA) which largely reflects the UNCITRAL Model Law. Provisions under the ADRA relating to the competence of the arbitral tribunal to rule on its own jurisdiction, the powers of the arbitral tribunal to order interim measures, the autonomy of the parties to agree on rules of procedure and the grounds for setting aside an award, amongst others, are based on the UNCITRAL Model Law. There are no key modifications to the UNCITRAL Model Law under the ADRA, although the terms are more comprehensive than the UNCITRAL Model Law. Under the ADRA matters relating to (a) the national or public interest; (b) the environment; (c) the enforcement and interpretation of the Constitution; or (d) any other matter that by law cannot be settled by an alternative dispute resolution method, cannot be arbitrated.

Enforcement of arbitral awards

Ghana is a signatory to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 (The New York Convention). A foreign award made in a country which is a party to the New York Convention can be enforced in Ghana by obtaining the leave of the High Court. The circumstances under which enforcement of an award will be refused are limited and broadly reflect the grounds set out in Article V of the New York Convention and Section 59(3) of the ADRA. Under Article V(2)(b) of the first schedule of the ADRA, the recognition and enforcement of an arbitral award may be refused if this would be contrary to the public policy of Ghana, which has traditionally been expressed to apply in instances of threats to national security or diplomatic relations.

Enforcement of foreign judgments

Foreign judgments may be enforced in Ghana on the basis of reciprocity. The foreign judgment must be: a final judgment from a superior court, not wholly satisfied and capable of being enforced by execution in the country of the original court. A foreign judgment may be enforced in Ghana after the grant of an application for registration by the High Court. Judgments from the following countries are listed in the Foreign Judgments and Maintenance Orders (Reciprocal Enforcement) Instrument, 1993 (LI 1575) as being enforceable in Ghana: Brazil, France, Israel, Italy, Japan, Lebanon, Senegal, Spain, the United Arab Emirates, and the United Kingdom. Judgments from the United States are not currently enforceable in Ghana.

Structure of the court system

Ghana's legal system is based on British Common Law. The most important exception for the purpose of investment is the acquisition of interests in land, which are governed by both statutory and customary law.

Perception of the local courts

In general, the courts are perceived by the local population to be fair and are seen as the best way to administer justice in Ghana. However, the procedure may be slow and may last for an indefinite period.

Judiciary

The Ghanaian court structure is divided into the superior courts and the lower courts. The superior courts consist of the:

• The Supreme Court;
• The Court of Appeal;
• The High Court; and
• The Regional Tribunals.

The lower courts consist of the:

• The Circuit Courts;
• The District Courts; and
• Juvenile Courts.

Under the Ghana Investment Promotion Centre Act 2013 (Act 865) (the GIPC Act), a company that has foreign participation must have the required minimum foreign capital and be registered with the Ghana Investment Promotion Centre (GIPC). A company that fails to comply is liable to a fine ranging from GHS 6,000 to GHS 12,000 and an additional fine ranging from GHS 300 to GHS600 for each day the default continues. The GIPC may also advise the Bank of Ghana to suspend any remittance (including transfer of capital, profits and dividends) from or by such a defaulting company.

The minimum foreign equity capital requirements are USD 200,00 for joint ventures (the Ghanaian partner must own at least 10% of the business), USD 500,000 for wholly owned foreign business and USD 1,000,000 for general trading businesses.  The minimum capital requirements may be in cash or capital goods.

Portfolio investments (investments in companies listed on the Ghana Stock Exchange) and enterprises set up solely for export trading (including export of goods or produce from Ghana) are exempt from the foreign minimum capital requirement.

The GIPC Act prohibits foreign investment or ownership in the following enterprises:

(a)    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;
(b)    the operation of a taxi or car hire service in an enterprise that has a fleet of less than 25 vehicles;
(c)    the operation of a beauty salon or a barber shop;
(d)    the printing of recharge scratch cards for the use of subscribers to telecommunication services;
(e)    the production of exercise books and other basic stationery;
(f)    the retail of finished pharmaceutical products;
(g)    the production, supply and retail of sachet water; and
(h)    all aspects of pool betting businesses and lotteries, except those relating to football pool.

Foreign investment incentives

The GIPC Act encourages foreign investment in Ghana and guarantees, among others, that:

(a)    foreign investors are not subject to differential treatment on taxes, prices, access to foreign exchange, imports, and credit;
(b)     the free transfer of funds (dividends, net profits, net proceeds from sale or liquidation of the enterprise, technology transfer fees and charges and loan servicing payments under foreign loans) outside Ghana through an authorised dealer bank; and
(c)    an enterprise will not be nationalised or expropriated  by the Government of Ghana (except where it is in the national interest or for public purpose (as is the case with Ghanaian nationals)) or an individual who owns all or a part of an enterprise forced to transfer or cede his/her capital to another.

Export Processing Zones and the Ghana Free Zones Board (GFZB)

The Free Zones Act, 1995 (Act 504) is the legal framework that establishes the right to set up a business under the Free Zones Programme in Ghana (these areas are known as export processing zones (EPZ)). Under the programme, companies that export 70% or more of their annual production are exempted from the payment of almost all taxes [1] and may import their inputs duty free [2]. According to the Act, the GFZB has the mandate to establish new Free Zones, grant licences, attract new investors, and monitor the activities of EPZ enterprises.

Foreign investor rules

The GIPC Act governs investment by foreign investors in permissible enterprises. Sector-specific laws further regulate banking, non-banking financial institutions, insurance, fishing, securities, telecommunications, energy, and real estate.

Foreign investors are required to satisfy the provisions of the GIPC Act as well as the provisions of sector-specific laws where applicable.

Insurance

The insurance industry is governed by the the Insurance Act, 2021 (Act 1061) (Insurance Act). The National Insurance Commission is the regulatory body responsible for the administration, supervision, regulation, monitoring and control of the insurance industry in Ghana. The Insurance Act complies significantly with the International Association of Insurance Supervisors (IAIS) Core Principles, and gives regulatory powers to the Ghana National Insurance Commission.

Tobacco

The Food and Drugs Authority (FDA) regulates tobacco and tobacco products under the Public Health Act, 2012 (Act 851) (Public Health Act). The Public Health Act incorporates the World Health Organisation Framework Convention on Tobacco Control which Ghana signed on 20 June 2003. The FDA has made guidelines to provide prospective importers of tobacco with information on the requirements for the registration of tobacco products with the FDA. Additionally, under the Tobacco Control Regulations, 2016  (LI 2247), a person must register with the FDA to import into or manufacture in Ghana tobacco and tobacco products. The product must also be registered by the FDA before importation, manufacture or sale in the country. These products must have health warnings and messages in pictorial  images and text on the packaging and labels.

Telecommunication

The telecommunications sector in Ghana is regulated by the National Communications Authority (NCA) set up under the National Communications Authority Act, 2008 (Act 769). The NCA regulates and licenses communication activities and its related services under the Electronic Communications Act, 2008 (Act 775).

Advertising

Currently, there is no general legislation that deals with advertisements. Some industries have their advetisements regulated under sector-based laws, guidelines and policies. The FDA regulates and approves advertisement pertaining to food, drugs, herbal medicinal products, cosmetics, medical devices and household chemical substances under the Public Health Act. There is a a non-statutory body known as the Advertising Association of Ghana that sets standards for its members in the advertising profession.

Alcohol

Ghana has a National Alcohol Policy dated December 2016. The purpose of the policy is to provide policy direction for regulating the production, distribution, consumption and advertisement of alcohol,  and consolidating the  regulations and policy issues on alcohol. The policy mandates the government to establish the Ghana National Alcohol Commission (GNAC) to oversee the implentation of the policy. The GNAC has not yet been established. The FDA is responsible for enforcing alcohol regulations pending the formation of the GNAC.

Aviation

The aviation industry is governed by the Ghana Civil Aviation Act, 2004 (Act 678). The regulatory body is the Ghana Civil Aviation Authority, which is responsible for the regulation and provision of air navigation services, the establishment and regulation of aviation security, aerodromes and aerodrome service providers and the economic regulation of air transport in Ghana.

Pharmaceuticals

Various legislation deal with pharmaceuticals in Ghana. The FDA established under the Public Health Act regulates the manufacturing of drugs. The Health Professions Regulatory Bodies Act, 2013 (Act 857) (Health Professions Act) establishes the Pharmacy Council, which has the object of ensuring the highest standards of pharmacy practice in Ghana. A person must have a licence for the wholesale supply of restricted medicines which includes presciption only medicines, pharmacy only medices and over the counter medicine. Under the Traditional Medicine Practice Act, 2000 (Act 575), a person must register with the Traditional Medicine Practice Council to produce herbal medicine for sale.

Land

Land administration is regulated by the Land Act, 2020 (Act 1036) (the Land Act). Land in Ghana may be owned by the Government, stools or skins, clans or families and individuals. Article 266 of the Ghanaian Constitution and the Land Act establishes provide that foreigners may not own freehold interests in land in Ghana. However, they may lease land for residential, commercial, industrial, or agricultural or other purposes land for renewable periods of up to 50 years at one time. The strengthening of land administration is currently the subject of an intensive reform programme.

Sectorial and locational incentives

Tax incentives are available to companies based on the business the company is engaged and its location. Some of the available incentives are as follows:

Locational incentives

A free zone enterprise that imports items into a free zone or single factory zone is exempt from customs duties and customs taxes. However, a company licensed as a free zone enterprise but does not export a minimum of 70% of the output of the company or the relevant authority specified in the issued license shall pay 300% of all taxes due [3].

Enterprises located in free zone enclaves have a tax holiday on their income for the first 10 years of operation and are charged at the rate of 15% on their income from exports of their products outside Ghana after the tax holiday period (i.e., after 10 years in operation).  Income received from goods and services provided by free zone enterprises within the domestic market does not enjoy any tax exemption and is subject to a 25% tax [5].

Income of manufacturing companies located in a regional capital of Ghana (outside Accra, Tema) is charged at a rate of 18.75%. Manufacturing companies located elsewhere in the country (other than Accra and Tema and a regional capital) are also subject to income tax of 12.5% [6].

Sectoral incentives

In addition to granting a general tax incentive to a sector by regulations [7],  the State may grant a specially-negotiated tax exemption for strategic investment in priority sectors of the economy where the State takes commensurate equity stake in the investment project [8]. The priority sectors are yet to be prescribed by the Cabinet.

Income of companies engaged in non-traditional exports is charged at a rate of 8%;
Income of real estate companies derived from construction for sale or letting of low cost affordable residential premises is charged at a rate 5% for the first 5 years (a company engaged in the construction for sale or letting of low cost affordable residential premises shall be issued with a certificate certifying that it is engaged in the construction of low cost affordable residential premises by the Minister responsible for Works and Housing before it can claim on this tax incentive);
Income of companies engaged in farming tree crops is charged at a rate of 5% for the first 10 years; and
Income of Companies engaged in cattle farming is charged at a rate of 5% for the first 10 years.

Exchange control

The Ghana Cedi is the sole legal tender of the Republic of Ghana and a person is prohibited from dealing in foreign currency without a licence from the Bank of Ghana for that purpose [9].  Dealing is defined as the purchasing and selling of foreign exchange, receipt of payment in foreign exchange, importation and exportation of foreign exchange and lending and borrowing of foreign exchange [10].  

The Bank of Ghana notice dated 5 April 2022 (No. BG/GOV/SEC/2022/04), further states that, “Bank of Ghana hereby cautions the general public to desist from dealing in illegal forex activities (black market transactions), pricing, advertising, receipting or making payments for goods and services in foreign currency in Ghana, without the requisite licence or authorization from Bank of Ghana.”. A person may, therefore, price, advertise or receive payment in a foreign currency only if it is duly licensed by the Bank of Ghana.

Capital gains tax

Ghanaian law does not separately levy capital gains tax. The gains made by a person must be computed as part of the income of the person from business or investment and taxed as part of the person's chargeable income for the relevant year [11].  Individuals may, however, elect to treat the capital gain realised from an investment asset as an isolated transaction to be taxed at a rate of 25% [12]. 

Personal income tax

Levied on income from business, employment and investment. For a resident person, tax is paid on worldwide income i.e., whether or not the income has a source in Ghana. For a non-resident person, tax is levied on income having a source in Ghana. Pay As You Earn is the method of collection.

Rate: 0% - 35% dependent on income band for residents.
25% for non-residents.

Withholding tax

Applies to assorted payments including:
payment to employees;
payments subcontractors for works and services connected to a petroleum agreement;
payment for unprocessed precious minerals located in Ghana or won from Ghana;
directors' fees;
payment of interest;
fees to part-time lecturers and teachers;
dividends to shareholders;
commission to insurance and sales agents;
endorsement fees
commission to lottery agents;
winning from lottery;
natural resource payments;
royalties;
payment for goods and services supplied;
payments for realisation of assets or liabilities; and
rent.

Rate of withholding ranges generally from 1% - 20%

Personal income tax rates apply in respect of payment to employees.

Rate for residents: 5% - 15%

Rate for non-residents: 5 - 20%

Personal income tax rates apply in respect of payment to employees.

Dividends

Exemption for resident companies holding a minimum of 25% shareholding of the resident company which pays the dividend. Note: where a company (controlled by not more than 5 persons) records profit over a reasonable period but does not declare dividends, the Commissioner has the authority to treat part of the company income as distributed and demand tax on dividends. The rate of withholding tax charged on dividends is 8% for both residents and non-residents.

Corporation tax

It is a direct tax on income relating to business and investment irrespective of the source, for resident companies, and having a source in Ghana, for non-resident companies.

Corporation tax rate is 25%

For companies engaged in petroleum operations and mining operations, the corporate income tax rate is 35%.

Transfer pricing rules

Nothing in the legislation disallows related party transactions provided that the dealings between related parties are conducted in accordance with the arm’s length standard. The Commissioner General has the authority to adjust income or deductions in transactions to reflect an arrangement that would have been made between independent persons.

Capital allowances

Capital Allowances are granted in respect of depreciable assets owned and used by a person during a year of assessment in the production of income from a business [13].

Thin cap regulations

A resident company (50% or more owned or controlled by an “exempt person”), other than a financial institution, is deemed to be thinly capitalised if the ratio of interest-bearing debt (from its shareholders) to equity exceeds 3:1 [14]. Any excess interest or foreign exchange currency loss may not be deducted on the part of the debt that exceeds the 3:1 ratio.

Losses

Tax losses can be carried forward for 5 years, subsequent to the year in which the losses were incurred, by certain industries. This includes foreign currency exchange losses, subject to certain conditions.

Foreign tax relief

Foreign tax credits are available to relieve double taxation on overseas income. Credits are calculated separately for each source of business, employment and investment income. A resident is entitled to a credit in respect of any foreign income tax paid, to the extent to which the tax paid is in respect of the resident’s foreign taxable income. The foreign tax credit available on a specific income type should not exceed the average rate of Ghanaian income tax of the resident for a year [15].

Branch profits tax

Where a foreign company doing business in Ghana earns repatriated profits, it will be required to pay a tax on the repatriated profit at the rate of 8%.

Double taxation treaties

Ghana has double taxation treaties with: United Kingdom; Germany; France; Italy; South Africa; Netherlands; Switzerland; Belgium; Denmark; Czech Republic; Mauritius; Morocco; Singapore and Qatar.

Ghana is currently awaiting cabinet approval for double taxation treaties with Ireland; Iran; Barbados; Seychelles; Malta; United Arab Emirates; and Luxembourg.

There are also ongoing negotiations for double taxation treaties with Portugal; Norway; Nigeria; Jersey; Turkey; South Korea; Saudi Arabia; Israel; Hungary; Rwanda; Tunisia; Japan; Egypt; and China.

Gift tax

A person who makes a gift to another person is deemed to have received an amount equal to either the market value of the assets being gifted or the cost of the assets immediately before the gift, whichever is greater [16].  Any derived gain must be computed as part of the income of the person making the gift for the given year and taxed as part of the person’s chargeable income.
Where an individual receives a gift other than a gift received in respect of business or employment, the individual may elect to pay tax at the rate of 25% [17].

Value added tax

Standard Rate: 15%

Flat rate scheme for retailers: 3%

Export of goods: 0% zero-rated

Stamp duty

Levied on a wide range of instruments. Rate: Varies

Mineral royalties

Levied on persons for the extraction of minerals. Rate: 5%

Export processing zone

8% tax rate if the company exports non-traditional goods [18].

National insurance levy

Imposed on the supply of certain goods and services at a rate of 2.5% [19].

Rent tax

Levied on income derived from rents at a rate of 8%.

Communication service tax

Levied on communication services at a rate of 5%.

Manufacturing

Manufacturing companies which have their plant situated outside Accra and Tema shall enjoy the tax incentive stated below:
a.    All regional capitals except Accra and Tema - 18.75%
b.    Outside regional capitals - 12.50% [20]

Turnover tax

5% of turnover where a person has been declaring losses for the previous five years of assessment [21].

Industrial concessions (exemption period) [22]

The income of a person entitled to a concession is subject to tax at the rate of five per cent of chargeable income [23].

Hotel and hospitality

Taxed at a rate of 22% [24].

Intangible assets

1 divided by the useful life of the asset in the pool.

Real estate companies (low cost affordable)

1% tax rate for the first five years, actual tax rate of 25% thereafter.

Assets relating to minerals and petroleum

Rate: 20% [25]

Buildings and structures

Rate: 10%

Computers and data handling equipment

Rate: 40%

Automobiles, plant and machinery

Rate: 30%

Assets in respect of long term crop planting

Rate: 30%

Rail, water, air-transport, plant, machinery and fixtures

Rate: 20%

Farming tree crops

5% tax rate for the first five years, actual tax rate of 25% thereafter.

Farming cattle

5% tax rate for the first five years, actual tax rate of 25% thereafter.

Rural banking

5% tax rate for the first ten years.

Venture capital investments

10 years concessionary period of 5% tax.

Construction (low cost affordable residential)

5% tax rate for 5 years and 25% after concessionary period.

Cocoa farming and processing cocoa by-products

5% tax rate for the first five years if wholly conducted in Ghana, actual tax rate of 25% thereafter.

Livestock

5% tax rate for the first five years, actual tax rate of 25% thereafter.

Processing waste materials

5% tax rate for the first seven years, actual tax rate of 25% thereafter.

Agro-processing business

5 years tax concession, 5% tax rate during concessionary period and 25% thereafter.

Vehicle income tax

Varies based on the class of the vehicle. For Class A, the rationalised annual rate is from GHS 40 - GHS64; for Class B, GHS120.00 - GHS480.00; for Class C, GHS80 – GHS600; and for Class D, GHS88 - GHS800.

[1] Section 28 of the Free Zones Act, 1995, Act 504
[2] Ibid, Section 22
[3] Exemptions Act, 2022 (Act 1083), sections 13(1) and (2)
[4] Income Tax Act, 2015 (Act 896), 1st schedule, paragraph 4
[5] id, 1st Schedule, paragraph 3(1)
[6] id, 1st Schedule, paragraph 3
[7] Exemptions Act, 2022 (Act 1083), section 14(1)
[8] Exemptions Act, 2022 (Act 1083), section 15(1)
[9] Foreign Exchange Act, 2006 (Act 723), section 3(1).
[10] id, section 3(4)
[11] Income Tax Act, 2015 (Act 896) (as amended), sections 2, 3, 5(2)(a)(iii) and 6(2)(a)(ii)
[12] id, First Schedule, paragraph 1(3)
[13] id, section 14(2)
[14] id, section 33
[15] id, section 112(2)
[16] Id, section 45(1)(c)
[17] Income Tax Act, 2015 (Act 896), 1st schedule, paragraph 1(4)
[18] Income Tax Act, 2015 (Act 896), 1st schedule, paragraph 3(3)
[19] National Health Insurance Act, 2012 (Act 852), section 47
[20] Income Tax Act, 2015 (Act 896), 1st schedule, paragraph 3(6)
[21] Income Tax Act, 2015 (Act 896), section 2A
[22] id, 6th schedule
[23] id, 1st schedule, paragraph 7
[24] id, 1st schedule, paragraph 3(2)
[25] Income Tax Act, 2015 (Act 896), 3rd Schedule, paragraphs 5(2) and 6(2)