The principal types of business entities available in Ghana are the following.

Unincorporated Entities

Sole proprietorship is a business owned, funded and managed by a single individual and registered under the Registration of Business Names Act, 1962 (Act 151). Registration under Act 151 does not create a separate legal personality for the business which is distinct from the owner, rather, it only provides a business name which is subject to annual renewal.

Incorporated Entities

Incorporated private partnerships under the Incorporated Private Partnerships Act, 1962 (Act 152), may be formed by a group of two to 20 individuals operating for profit.

Companies incorporated under the Companies Act, 2019 (Act 992) can be private or public. These include:

• companies limited by shares – companies in which the liability of each shareholder is limited to the amount, if any, unpaid on the shares held by that shareholder;
• companies limited by guarantee – companies in which the liability of each member is limited to the amount that the member has undertaken to contribute to the assets of the company in the event of it being wound up;
• unlimited companies – companies in which the liability of the members is unlimited; and
• external companies – places of business (branch, management, share, transfer, or registration office, factory, mine or any other fixed place of business excluding an agency) established in Ghana by corporate bodies which are incorporated and resident outside Ghana.

The factors that drive the choice of structure are various and include the following.

• Control: Factors such as full and personal control, the small-scale nature of a business, quick decision-making ability without corporate governance procedures and other corporate compliance requirements may influence the choice of an individual to operate as a sole proprietor.
• Taxation: Choice of structure in Ghana may also be impacted by the various differences between the tax treatment of income earned by each of the various business structures available.
• Regulatory burden: While there are mandatory compliance obligations for all business structures, incorporated companies are typically required to comply with various additional filing obligations with industry-specific regulators and other public agencies which may impose increased regulatory burden.
• Legal personality and limitation of liability: Individuals seeking protection of personal assets may opt for a public or private company limited by shares rather than an unlimited company, partnership or a sole proprietorship in order to limit their personal liability.
• Purpose: The choice of structure may be influenced by its purpose as the business regime in Ghana maps certain purposes to particular business vehicles together with their respective incentives. For example, charitable or non-profit organisations are required to be set up as companies limited by guarantee with scope to obtain tax exemptions, whereas profit-making entities would be set up as a private or public limited or unlimited companies, partnerships or sole proprietorships.

Registration Procedure

In order to incorporate a company, the following steps must be followed.

• The first step in incorporating a company in Ghana is conducting a name search at the Office of the Registrar of Companies (ORC) to confirm that the proposed name for the company is available.
• Following this, an application for registration is made to the Registrar of the ORC, containing information on a wide range of items including details about the proposed company, its initial subscribers, proposed directors, company secretary, auditors, particulars of the beneficial owners of the company and details on the proposed stated capital and authorised shares.
• A certificate of incorporation is issued by the Registrar once they are satisfied that the application for incorporation complies with Act 992.
• Practically, the applicants for the registration will require a National Identification Card (the “Ghana Card”) which provides the Taxpayer Identification Number (TIN) for the individual (both citizens and resident foreigners) as part of the application for incorporation.

Fees

The standard fees as at 2026 for typical registrations include:

• registration of business name – GHS130 (approximately USD11);
• company limited by guarantee – GHS490 (approximately USD42);
• company limited by shares – GHS585 (approximately USD50); and
• external company – USD1,400.

The fees charged above are in addition to a 1% stamp duty paid on the stated capital of the company, except for companies limited by guarantee.

Timelines

The standard time for incorporating a company is a minimum of four weeks. However, applicants may opt for the prestige service at the ORC where expedited registration services are provided for the incorporation of a company within 24 to 48 hours at a higher cost.

Ongoing Corporate Compliance: Annual Filings and Registers

A company must file annual returns with the ORC, giving details of its members, directors and stated capital. The first return is due within 18 months of incorporation, and annually after that. Financial statements must be prepared and audited in line with applicable law.

Small and medium enterprises are exempt from the mandatory full external audit under the directives by the ORC and do not need to publish a full auditor’s report. Instead, they are permitted to submit a simpler financial review report.

A company that does not fulfil these obligations becomes liable to an administrative fine together with its officers.

Share Capital: Creation, Issuance and Alteration

Shares have no par value in Ghana, meaning shares in Ghana are not issued with a fixed value. Rather, their value is contingent on market forces of demand and supply. When a company is incorporated, it must state its proposed stated capital and the number of authorised shares for each class. Those authorised shares can later be increased by a special resolution of the shareholders, and the increase must be filed with the Registrar.

Any proposed reduction of capital, shares or liability requires a special resolution to be passed and confirmed by the court, which enables creditors to have the opportunity to object to the reduction before it takes effect.

Authorised shares may be decreased through the cancellation of shares which have not been taken or agreed to be taken (unissued shares) or the consolidation of existing shares into smaller numbers. The law requires that shares generally be issued for cash, and the company to give notice to the Registrar whenever it issues shares, stating the class, number and consideration received.

Share certificates are evidence of title to shares and are a form of movable property that can be sold and transferred.

Share Classes: Rights, Privileges and Restrictions

Companies are allowed to create different classes of shares in their constitution and to attach different rights, such as voting, dividend or capital rights, to each class. There are two main types of shares:

• preference shares – these shares do not carry a general right to participate beyond a fixed return, and voting rights are generally restricted except where dividends are in arrears or the class rights are being varied; and
• equity shares – these are ordinary shares with full voting rights

Class rights are statutorily protected by the requirement to obtain the written consent of holders of at least three-quarters of the issued shares of that class or a special resolution of the holders of the shares of that class before those rights can be varied.

The key considerations when structuring share classes include:

• priority of dividends;
• priority on liquidation;
• voting restrictions;
• redemption terms; and
• conversion rights.

Dividends, Distributions and Returns of Capital

A company can only pay dividends when it satisfies the distribution test, meaning it must be able to pay its debts as they fall due immediately after the distribution is made. Dividends are declared by an ordinary resolution of the shareholders, based on a recommendation from the directors, and the amount actually paid cannot exceed the directors’ recommendation. Once declared, dividends must be paid within 60 days of the resolution.

For dividends that go unclaimed for three months, the company must move the funds into an interest-bearing account, and if they remain unclaimed after 12 months, the company must hand the funds over to the Registrar with interest.

A company limited by guarantee is prohibited from paying any dividends as it is a non-profit.

Share Repurchase, Redemption and Cancellation: Solvency and Financial Assistance

Companies are generally restricted from acquiring their issued shares as well as providing financial assistance for the subscription or purchase of their shares or those of their holding company. Companies are only allowed to provide financial assistance for the purchase of their shares where:

• commission or brokerage of up to 10% or less of the issue price of the shares is paid in consideration of the subscription by the company;
• lending money is the company’s ordinary course of business;
• the company provides money for the purchase of shares to be held for the benefit of persons in the company or an associated company’s genuine employment;
• the company provides loans to persons other than directors in the genuine employment of the company or an associated company to purchase and subscribe to shares themselves as beneficial owners;
• the company pays lawful dividend to a shareholder which is used to discharge liability on their shares or repay loans used to subscribe or purchase shares; and
• the payment of commission, fees, costs and expenses by a public company to a person arranging or involved in underwriting, placing or sale of securities in the company or similar transaction where an application for listing has been made or any other financial assistance is given in good faith in the interests of the public company.

Similarly, a company may only acquire its own shares under Act 992:

• by a voluntary transfer to the company or its nominees;
• by the creation and subsequent redemption of redeemable preference shares;
• pursuant to buy-out provisions; and
• pursuant to provisions under Act 992 for the purchase of the company’s own shares.

In summary, a beneficial owner is a person who ultimately owns or exercises substantial control over a company, either directly or indirectly, or who has a substantial economic interest in it, on whose behalf a transaction is conducted, or who exercises significant control or influence over the entity.

As part of the application process, applicants are required to disclose the beneficial owners (control persons) of the companies and to provide further indication as to whether the beneficial owner is a politically exposed person. Companies are also required to disclose the particulars of their beneficial owners in their annual return filings each year.

The primary statute on corporate governance is the Companies Act 2019, (Act 992), which sets out the types of companies and governs incorporation, directors’ duties, shareholders’ rights, meetings and other general provisions relating to companies.

Other relevant laws include:

• the Companies Regulations 2023 (LI 2473), which prescribe the detailed procedure, such as the forms and documents required, for specific filings including increases in stated capital or authorised shares;
• the Securities Industry Act 2016 (Act 929), which establishes the SEC as regulator of the capital markets, including listed companies and market intermediaries; and
• the Corporate Insolvency and Restructuring Act 2020 (Act 1015), which governs directors’ duties and conduct where a company is or may become insolvent.

There are also sector-specific rules which include:

• the Bank of Ghana’s Corporate Governance Directive (2018) which sets governance standards for banks and specialised deposit-taking institutions;
• the SEC’s Corporate Governance Code for Listed Companies (2020) which sets out best-practice governance standards for listed companies; and
• the State Interests and Governance Authority Act, 2019 (Act 990) provides legislation to ensure that specified state entities adhere to good corporate governance practices. The primary legislation is supported by the SIGA Code of Corporate Governance for specified Entities and Public Service Organisation in Ghana published in June 2023.

Directors’ Fiduciary Duties and Judicial Interpretation

Under corporate law, the fiduciary duties of directors span transparency, accountability, fairness and responsibility and include but are not limited to duties to observe good faith, act in the best interest of the company, exercise independent judgement and avoid conflict of interest situations.

The common law rules on the duties of directors have been codified in Ghana’s company law regime and been consistently applied by the superior courts in upholding the directors’ duties to companies.

Directors’ Standard of Care and Personal Liability

Directors can be held personally liable for breaching the aforementioned fiduciary duties, for continuing to trade when they knew or ought to have known the company was insolvent, as well as for breaching statutory filing obligations under Act 992.

Board Composition: Residence, Independence and Diversity Requirements

There is no statutory maximum board size for private companies, nor are there any diversity requirements, although directors are generally required to exercise judgement as part of their duties. The constitution or shareholders usually set the composition of the board. The company must have a minimum of two directors, with at least one director being ordinarily resident in Ghana.

Board Composition: Public Versus Private Companies

For listed companies under the SEC Corporate Governance Code, there is no fixed board size number. However, the company is required to provide justification of the appropriateness of its board size in its annual report if its board of directors is composed of fewer than five or more than 13 members.

Directors and key management personnel of banks and specialised deposit-taking institutions require prior central bank approval and must pass a fit-and-proper person test under the Bank of Ghana’s Corporate Governance Directive.

ESG and Sustainability Regulations

There is no consolidated ESG statute in Ghana. The current ESG framework is a combination of various sectoral laws that apply to businesses including:

• the Environmental Protection Act, 2025 (Act 1124), which establishes the new Environmental Protection Authority to oversee environmental permitting, compliance and climate governance across all economic sectors;
• the Minerals and Mining Act 2006 (Act 703), which imposes environmental and community obligations on mining companies;
• the Labour Act 2003 (Act 651), which covers the social component of ESG through employment standards, health and safety, and workers’ rights;
• the Ghana Stock Exchange’s ESG Disclosures Manual, which provides a framework for reporting on environmental, social and governance matters in line with international sustainability reporting standards and sets out a list of mandatory disclosure topics that listed companies are expected to report against. The mandatory disclosure topics include climate risk impact, greenhouse gas emissions, labour practices and decent work, occupational health and safety, and data privacy and security; and
• the Bank of Ghana’s Sustainable Banking Principles also require banks to build ESG and sustainability risk into their lending and internal operations.

ESG and Climate Disclosure Requirements

The Act 992 does not mandate ESG disclosure. For businesses operating in sectors such as infrastructure, mining, energy and manufacturing, environmental reporting obligations are governed by the environmental regulatory framework, including the recently enacted Environmental Protection Act, 2025 (Act 1124). Projects that require environmental permits or environmental impact assessments must comply with applicable requirements. Companies that fail to obtain the required licence may face enforcement action, including fines, suspension of operations, revocation of licence.

The Bank of Ghana (BoG) Climate-Related Financial Risk Directive is also a mandatory regulatory requirement for regulated financial institutions such as banks, specialised deposit-taking institutions and non-bank institutions. It requires these institutions to integrate climate-related financial risks into their governance, risk management and disclosure processes. Under this Directive, banks must include climate-related disclosures in their audited financial statements and submit confidential climate risk reports and metrics to the BoG on a regular basis. Non-compliant banks may be subject to regulatory sanctions.

Directors’ Fiduciary ESG Duties

As part of directors’ duties to act in the best interest of the company under Act 992, they are generally to have regard to the impact of the company’s operations on the community and the environment.

Board Best Practices for ESG Governance

The boards of directors of companies must ensure their oversight structures align with the following practices: assigning responsibility for ESG and climate-related matters to a board committee, integrating climate risks into the company's risk management framework, and establishing robust processes for sustainability reporting. This sets a best practice precedent for other businesses seeking to achieve ESG governance.

Act 992 prohibits a director from placing themselves in a position where their duty to the company conflicts with a personal interest, unless the company consents. Consent is only valid where there has been full disclosure of material facts, and the concerned transaction has been specifically authorised by an ordinary resolution at a general meeting.

Subject to the company’s constitution, a director may enter into a contract with the company provided the procedural safeguards are met. The company is also required to maintain a register recording directors’ disclosed interests. A director must also not misuse their position, or information obtained as a result of being a director, for personal gain.

For listed companies, the SEC Corporate Governance Code requires the board to adopt a related-party transaction policy identifying related parties and the procedure for handling transactions with them.

Shareholder Rights: Voting, Information and Fundamental Changes

The core statutory rights of shareholders under the current company law regime include the right to:

• be entered into and to inspect the register of members;
• a share certificate, which evidences title of the holder;
• attend, speak and vote at general meetings;
• requisition an extraordinary general meeting, provided the requirements are met;
• receive notices of meetings and audited financial statements, along with director’ and auditors’ reports;
• appoint and remove directors and auditors; and
• share in dividends when declared.

Statutory Shareholder Remedies

The statutory remedies available to shareholders include relief against oppression, member register rectification, and court orders restraining illegal or ultra vires conduct. They also enable shareholders to enforce director liabilities, reclaim company property and initiate derivative or representative legal proceedings on behalf of the company or affected members.

Shareholder Agreements: Share Transfer Restrictions and Enforceability

Shareholder agreements sit alongside the company’s registered constitution and are especially common in private companies. Act 992 recognises unanimous shareholder agreements or decisions as valid even where they depart from the provision of the company’s authorised constitution.

The typical contents of a shareholders’ agreement cover:

• reserved matters and veto rights over major decisions;
• board composition and appointment rights;
• deadlock resolution mechanisms;
• dividend policy;
• pre-emption rights on new share issues and on transfers;
• restrictions on transferring shares, such as rights of first refusal or consent requirements; and
• exit mechanisms.

Act 992 allows the registered constitution to restrict how shares can be transferred and gives the registered constitution the effect of a contract under seal between the company and each member, and between the members themselves.

Shareholder and Partnership Disputes: Remedies and Resolution

A shareholders’ agreement is a private contract and therefore ordinary contract principles under common law, and the Contracts Act 1960 (Act 25) apply, meaning it binds only the parties who signed it. A new shareholder who joins the company later is not automatically bound unless they accede to the agreement or its terms are incorporated into the constitution itself.

Where shareholder disputes arise, the legal mechanisms and remedies available include the derivative actions and other statutory remedies described in 3.1 Shareholder Rights, in addition to winding-up petitions where the relationship between shareholders has broken down irretrievably.

M&A Laws and Regulations

Public and private M&A are generally governed by the provisions in Act 992, with public company mergers and acquisitions being overseen by the Securities and Exchange Commission (SEC) and governed by the SEC Code on Takeovers and Mergers issued in January 2008 (the “SEC Code”). The SEC Code and the GSE Listing Rules briefly reference tender offers, which are routinely used to buy back securities including in delisting processes. However, there is no specific legislation or regulation dedicated to tender offers.

Industry-specific legislation for sectors such as banking, insurance, natural resources (mining and oil and gas) and telecommunications together with their various requirements and approvals are also applicable to M&A deals depending on the relevant industry.

Transaction Structuring Considerations

Key structuring considerations for public and private M&A often include the following.

• Complexity and speed – a deal structure may be informed by the parties’ timelines and willingness to follow complex due diligence, applicable regulatory approvals and potential tax implications. A fast-moving buyer may opt for a speedy asset sale which would involve less stringent requirements and limited due diligence.
• Risk appetite – deal structures may also be informed by the risk and liabilities that parties are willing to assume. Generally, share purchase structures assign the target company’s pre-existing and future liabilities, whether known or unknown to the acquirer, therefore increasing the risks associated with this approach. Share purchase structures are of course subject to proper due diligence, carve outs, indemnities, guarantees and allocating liabilities. Risk averse acquirers may prefer to utilise narrow asset purchase deal structures which limit their exposure to the target company’s overall liabilities.
• Solvency – deal structuring considerations may also be informed by the solvency of a target company, with insolvent entities often falling under plan or arrangement schemes overseen by the courts or relevant regulatory bodies.

Common Deal Structures

While asset purchase and share purchase structures are both available under Ghanaian law, from our experience, the most commonly used deal structure has been the share purchase structure.

Recent Legislative and Regulatory Updates on M&A

The Ghana Investment Promotion Authority Act 2026 (Act 1173) was recently enacted, removing the previously existing minimum capital requirements for foreign investment, except for trading enterprises. Going forward, M&A transactions involving foreign entities or individuals would therefore no longer be required to meet minimum investment thresholds except for trading enterprises.

Judicial Trends and Case Law Impact Concerning M&A

The Supreme Court, in a recent case which arose out of the sale of shares in a publicly listed company on the Ghana Stock Exchange, gave a ruling that provided finality on the interpretation of the rules regarding the trading of shares, settlement and the conditions under shares may be deemed delivered and paid for, which determines whether a trade has failed or been successful.

Capital Markets Regulatory Framework and Oversight

The regulatory framework for capital markets in Ghana consists of the primary securities industry legislation, the Securities Industry Act, 2016 (Act 929), its amendments and regulations issued by the SEC, and the Foreign Exchange Act 2006 (Act 723). The SEC is the primary regulatory body overseeing the capital markets in Ghana.

Public Offerings: Rules, Timelines and Disclosure Obligations

The conduct of initial public offerings (IPOs) is regulated by Chapter 4 of the Companies Act 2019 (Act 992). Key regulatory approvals required for an IPO include:

• approval of issuer’s company constitution by the GSE as compliant with Act 992 and listing requirements of GSE;
• approval of issuer’s public offer prospectus by the SEC; and
• registration of prospectus with the Registrar of Companies within the six-month period prior to the IPO.

Timelines for the completion of an IPO vary, depending on several factors including the quality of the submissions to SEC and the promptness in which SEC’s queries are addressed.

Continuous Disclosure Obligations

Continuous disclosure obligations for listed companies are provided as part of the GSE’s recent Listing Rules for the Equity Market issued in February of 2026. Issuers are required to, among others:

• maintain a functioning website;
• publish quarterly and annual reports;
• publish notices to shareholders and other information submitted to the SEC;
• publish relevant announcements through the SEC;
• ensure immediate disclosure of material information;
• disclose acquisitions and transfers of securities; and
• provide clarification or confirmation of rumours and reports and response to unusual trading activity.

Exemptions

The SEC is authorised to provide an exemption to issuers where compliance with IPO requirements may be burdensome due to the size and other circumstances of the IPO and the SEC may issue a certificate of exemption to the issuer based on their application. The SEC also has general powers to waive or modify any of the statutory requirements regarding invitations to the public and the issuance of a prospectus.

Stock Exchange Listing Requirements and Interaction

Exchange listing requirements are harmonised with securities regulation in Ghana since the GSE Listing Rules are made pursuant to the powers granted to the GSE under the primary securities industry legislation, the Securities Industry Act 2016 (Act 929).

Prospectus Exemptions and Qualifying Standards

External companies may seek exemptions from compliance with the relevant listing rules on the basis that compliance with any listing requirements may result in a breach of the law in the company’s country of incorporation. Any such application is required to be backed by a legal opinion from a legal professional explaining why compliance would be contrary to law.

Issuers seeking listing by introduction are required to submit a statement in lieu of prospectus.

Resale Restrictions and Non-Compliance Consequences

There are no resale restrictions or hold periods attached to securities distributed under a prospectus exemption in Ghana.

Continuous Disclosure and Market Reporting Requirements

See 5.1 Securities Regulation and Public Offerings.

Material Event Disclosure Mechanisms

Issuers are required to immediately disclose information about events that are likely to have significant effect on the price of their securities or to be considered important by a reasonable investor in determining their choice of action. As part of the GSE listing rules, under the disclosure policy, all announcements by issuers to be communicated to the GSE, including disclosure of material information, are required to be communicated to the GSE in writing and duly signed by an authorised officer of the issuer. Public disclosure of material information is required to be made by an announcement to the GSE and the media.

Market Abuse and Insider Trading Laws and Regulations

Market abuse is mainly prohibited under the Securities Industries Act 2016 (Act 929), with sanctions put in place against various unlawful conduct including false trading and rigging transactions, stock market manipulation, false/misleading statements, fraudulently inducing persons to deal in securities, and use of manipulative and deceptive devices.

Insider trading is also prohibited under both Act 992 and the Securities Industries Act 2016. The SEC recently issued the draft Securities Industry (Insider Trading) Guidelines in 2026 aimed at operationalising the statutory prohibitions against insider trading, imposing compliance obligations, introducing a trading plan regime, establishing a suspicious transaction and order reports regime, and providing standardised forms for compliance reporting and supervision.

Under Act 992, persons convicted of insider dealing outside or within the jurisdiction of Ghana are prohibited, on an application or by the court’s own motion, from being directors or taking part in the management of a company without leave of the court. The length of time for this prohibition is subject to the judge’s discretion and is case dependent.

The Securities Industry Act 2016 generally proscribes a broad range of conduct by connected individuals (insiders) and corporate bodies as insider trading. Broadly, persons who are connected to a company or its related company:

• as an officer or;
• shareholder or;
• some other position that allows access to information; and
• possess generally non-public information that might materially affect the prices of securities,

are prohibited from trading in the securities of that company or a related company if they were connected to the company during the six months immediately before dealing in the securities. They are also prohibited from sharing such material information or procuring others to deal in those securities. Similarly, body corporates whose officers possess such information are precluded from dealing in those securities unless the appropriate exceptions apply.

The penalties for contravention under the Securities Industry Act 2016 are summary conviction to a fine (approximately from GHS11,657 (approximately USD1,000) to not more than GHS23,315 (approximately USD2,000)) or a term of imprisonment from four and not more than five years or both. Convicted persons may also be liable to pay compensation to persons who suffer loss as a result of security transactions entered into with the convicted offender.

Regulatory Enforcement Powers

The enforcement powers of the SEC lie in its capacity to apply to the courts for various forms of relief including the prohibition of payment or transfer of money, securities or other property and the making of freezing orders in respect of the assets of a person suspected to have committed an offence under the Securities Industry Act. The SEC may also exact administrative penalties from players for non-compliance with the Act. Where authorised by the Attorney-General, the SEC may prosecute offences under Act 929.

Substantial Shareholding Disclosure Laws and Regulations

The Securities Industry Act 2016 and the GSE Listing Rules govern the disclosure of substantial shareholdings. Notices of substantial shareholdings or changes received by an issuer together with its details are required to be announced immediately by the issuer through the GSE.

Reporting thresholds and Covered Entities

The threshold for substantial shareholding disclosure under the GSE listing rules is when an entity exercises control over 30% or more of the voting power at a general meeting or is in a position to control the composition of a majority of the board of directors of a company. Publicly listed entities are typically subject to these disclosure requirements.

Companies are also expected to disclose ultimate beneficial owners at the Office of Registrar of companies, if the ultimate beneficial owner has an interest of 20% or more. See 5.1 Securities Regulation and Public Offerings.

Non-Compliance Consequences and Penalties

There are no direct consequences for non-compliance with substantial shareholder disclosure requirements. However, issuers who are consistently and persistently non-compliant with GSE or SEC Rules and directives may be liable to have their securities suspended or compulsorily delisted.

Beneficial Ownership Disclosure

While beneficial owners may not be shareholders or substantial shareholders, they benefit substantially from the operations of the company, directly or indirectly exercise ultimate effective control over a company, possess a substantial economic interest or receive substantial economic benefits from it, or have transactions conducted on their behalf.

All companies registered in Ghana must disclose their beneficial owners to the ORC upon incorporation, re-confirm them in annual returns, and file updates within 28 days of any change. Companies are also required to confirm whether beneficial owners are politically exposed persons.

Under Act 992, failure to disclose the beneficial owner may lead to an administrative penalty.

Corporate Compliance and Internal Control Requirements

There are no key legal requirements for corporate compliance programmes in Ghana in terms of whistle-blowing.

Companies may opt for internal controls through the adoption of whistle-blower and investigation policies/mechanisms in order to provide an opportunity to review and address issues raised.

Mandatory Whistle-Blowing and Reporting Mechanisms

The Whistleblower Act, 2006 (Act 720) establishes a framework under which a person may choose to disclose improprieties and receive statutory protection. However, sector-specific legislation and regulatory instruments can impose mandatory reporting duties. For instance, under the current Anti-Money Laundering Act, 2020 (Act 1044), persons/accountable institutions falling within the statutory reporting regime must submit suspicious transaction reports where the statutory conditions are satisfied.

Compliance Risk Governance Frameworks

Companies should generally adopt strong internationally recognised governance risk and compliance frameworks which provide:

• policies and procedures;
• internal controls;
• risk assessment;
• monitoring and reporting; and
• audit and review processes,

together with industry-specific standards which are ultimately aimed at detecting, preventing, and providing immediate and compliant remedies in respect of improprieties which are liable to be subject to the whistle-blower regime.

Secured Transactions Laws and Security Types

Secured transactions are generally governed under the Borrowers and Lenders Act 2020 (Act 1052), Act 992, the Corporate Insolvency and Restructuring Act 2020 (Act 1015), the Home Mortgage Finance Act 2008 (Act 770) and the Mortgages Act 1972 (NRCD 96) with the various types of security interests available including mortgages, charges, pledges and liens.

Security Perfection, Registration and Priority Rules

A party in whose favour a security interest is created is required to register the security interest with the Collateral Registry within 28 days after the date of the creation of the security interest. Securities registered under the Borrowers and Lenders Act 2020 have priority over all other securities registered under other enactments, whereas priority between security interests is determined by the order of registration of the security interest.

The Companies Act 2019 also makes provision for the registration of specific securities such as charges and debentures within 45 days of the creation of the charge, at the risk of the security created being considered void if no registration is effected.

Acquisition Financing and Security Package Structuring

Acquisition financing can be typically structured with either cash payment, security payments or as leverage buyouts/debt or a mixture of these options, whereas security packages can often include a mixture of any of the following:

• contractual protections/terms (guarantees and indemnity provisions);
• pledges;
• assignment of receivables;
• charges;
• liens; and
• mortgages.

Intercreditor agreements are also allowed as part of security packages and can be reached between lenders to subordinate the priority of one lender’s interest to another.

If not agreed under the contractual terms of the transaction, priority is typically determined by the provisions of the applicable statute. See the immediately preceding response.

Recent Financing Legislative and Regulatory Updates

The most recent financing update has been the Borrowers and Lenders Act 2020 which revised the law on the use of collateral for secured transactions and also established the Collateral Registry for the registration of securities created in respect of movable and immovable properties used to secure financing.

Contract Formation Requirements

The law of contracts in Ghana is made up mostly of uncodified common law principles, supplemented by the Contracts Act, 1960 (Act 25) and specialised statutes, including the Sale of Goods Act, 1962 (Act 137), the Land Act, 2020 (Act 1036), the Hire Purchase Decree, 1974 (NRCD 292) and the Interpretation Act, 2009 (Act 792). Contracts are enforced by the courts, which include specialised commercial courts. The key principles of contract formation are as follows.

• Offer and acceptance – there must be an offer made by one party and accepted by the other. Acceptance does not need to be express and can also be inferred from conduct.
• Intention to create legal relations – for domestic agreements there is a presumption against an intention to create legal relations, but for commercial agreements the presumption is in favour of creating legal relations.
• Consideration – which has been modified by the Contracts Act to include a promise to keep an offer open for a specified time, a promise to waive a debt or obligation, in part or in whole, performance of a promise to perform an act already owed as a legal duty (whether a public duty, a contractual duty to the promisee, or one owed to a third party) and that consideration need not move from the promise.
• Capacity – minors cannot contract. The common law age of majority applies, which is fixed at 21 years. Mentally unsound persons also lack capacity to contract, as does someone with a temporary impairment of mental faculties, like in the case of intoxication.
• Illiteracy is an important factor due to the high number of illiterate people in the country. The Illiterates’ Protection Ordinance 1912 (Cap 262) provides that there is no presumption that an illiterate signatory to a document has understood its contents, and the literate party owes a duty to explain the contents of the contract in a language the illiterate party understands. Failure to do so renders the contract void.

Grounds for Invalidity

The grounds for considering a contract as invalid include:

• illegality – a contract that is contrary to statute or public policy is void and unenforceable;
• mistake;
• misrepresentation;
• duress;
• undue influence; and
• unconscionable bargains – contracts may be set aside where a party under a special disability, such as old age, illiteracy or poverty, was placed at a serious disadvantage.

Commercial Contract Interpretation and Enforcement

The Contracts Act prescribes various implied terms into sales agreements. There are implied conditions or warranties as to title, description, fitness for purpose and merchantable quality of goods. This ensures that the products match their description, are of merchantable quality and are fit for their intended purpose.

There are no general good faith obligations, but the courts will cancel a contract if it is unconscionable.

Remedies for Breach of Contract

The key remedies available for breach of contract are:

• damages;
• rectification;
• rescission; and
• equitable remedies such as specific performance and injunction.

Contract Termination and Wrongful Termination

A party may terminate a contract where the other party commits a breach that gives rise to a right of termination, or where the other party clearly indicates that it will not perform its obligations. The innocent party may then accept the repudiation and bring the contract to an end, or, where appropriate, affirm the contract and require performance.

A termination is wrongful where the party purporting to terminate has no contractual or legal right to do so. In such a case, the purported termination may itself amount to a breach of contract. The innocent party may accept the repudiation and claim damages or may claim for specific performance of the contract.

Hardship Doctrines

Force majeure

There is no general statutory doctrine of force majeure. Parties have the ability to specify events that will excuse or suspend the performance of obligations under the contract.

Frustration

Where there is no force majeure clause, the common law doctrine of frustration, as modified by the Contracts Act, 1960 (Act 25), applies where the event in question is a frustrating event. A contract may be frustrated where an unforeseen event makes performance impossible or fundamentally different from what the parties originally agreed. Mere difficulty, inconvenience or increased cost of performance will generally not be sufficient.

Under the Contracts Act 1960, where a contract is frustrated, the parties are discharged from future performance. Money already paid may be recovered and sums that have become due but remain unpaid cease to be payable. The court may however permit a party to retain or recover reasonable expenses incurred before the contract was discharged. The parties may also agree on their own consequences of frustration, which will generally take precedence over the statutory position.

Intellectual Property in Commercial Transactions

The governing statutes covering intellectual property are the Copyright Act, 2005 (Act 690), the Patents Act, 2003 (Act 657), the Trademarks Act, 2004 (Act 664), the Industrial Designs Act, 2003 (Act 660) and the Geographical Indications Act, 2003 (Act 659).

The Copyright Act requires any assignment or transfer of rights to be in writing and signed by the rights-holder in order for it to be legally valid and enforceable. Copyright protection arises automatically upon creation of an eligible work and registration is not a requirement for the owner to bring an infringement claim against a third party.

Industrial property rights, such as patents and trade marks, are treated differently. Under the Patents Act (Act 657) and the Trademarks Act (Act 664), assignments and licences should be recorded with the relevant IP office to ensure that they are effective against third parties.

Ownership of IP Created in Commercial Relationships

Generally, if a work is a commissioned work, the IP in the work will belong to the person that commissioned it.

In respect of copyright works created by an employee, the general position is that the economic rights in a work created in the course of employment or as part of commission automatically vest in the employer or commissioning party in the absence of any contract to the contrary.

Moral rights are personal to the author and exist in perpetuity, and remain enforceable by the author and their successors after death, even where the economic rights have been assigned or no longer vest in the author.

No current Ghanaian legislation addresses the position on copyright ownership in AI-generated content.

Available Remedies for the Infringement of Intellectual Property Rights in Ghana

Available remedies for infringement of intellectual property rights include interim or perpetual injunctions, damages, delivery-up or destruction of infringing goods, and, in some cases, criminal sanctions such as fines and imprisonment.

Consumer Protection: Unfair Practices, Disclosures and Cooling-Off Rights

There is no single comprehensive consumer protection legislation in Ghana. The key statutes include:

• the Sale of Goods Act, 1962 (Act 137), which provides for implied conditions and warranties and merchantable quality of goods, under Sections 9 to 14;
• the Electronic Transactions Act, 2008 (Act 772), which mandates suppliers in electronic transactions to disclose details of the supplier and characteristics of goods, protecting against scamming;
• the Public Health Act, 2012 (Act 851), which gives the Food and Drugs Authority the mandate to regulate food, drugs, cosmetics and medical devices, among others;
• the Ghana Standards Authority Act, 2022 (Act 1078), which sets national standards, conformity assessment, inspection and enforcement powers, including seizure of goods which do not comply with set standards; and
• the Public Utilities Regulatory Commission Act, 1997 (Act 538), which mandates utility providers to establish consumer complaint procedures and sets service standards.

Cooling-off and cancellation rights are only established for electronic transactions under the Electronic Transactions Act, which provides online shoppers a 14-day window to cancel a transaction for goods and a seven-day window for services after the deal is concluded.

Key Enforcement Mechanisms Available to Regulators and Consumers

Regulators (such as the Food and Drugs Authority (FDA) and the Ghana Standards Authority (GSA)) enforce compliance mainly through administrative sanctions which could range from fines and seizure of offending goods to revocation of licences. For consumers, grievances can be reported to specific regulators such as the FDA. Alternatively, they can also enforce their rights by instituting actions in court, claiming either a breach of contract under the Sale of Goods Act or suing for damages under the tort of negligence or manufacturer’s liability if a product causes physical harm.

Unfair Business Practices, Misleading Advertising and E-Commerce Protection

The most relevant statute is the Protection Against Unfair Competition Act, 2000 (Act 589), which seeks to prevent deceptive, harmful and dishonest commercial practices. The key prohibited practices are:

• acts that cause confusion;
• damaging the goodwill of another business;
• misleading the public with regard to the characteristics or qualities of goods;
• discrediting a business; and
• unauthorised disclosure, acquisition or use of trade secrets.

Under the Protection Against Unfair Competition Act, any enterprise damaged or likely to be damaged as a result of these unfair practices can institute an action to obtain orders of injunction, provisional orders to preserve evidence, and compensation for damages suffered.

Merger Control: Laws, Thresholds, Timelines and Substantive Test

Ghana has no competition statute or general merger-control regime, and therefore no universal notification thresholds or substantive merger test. Instead, mergers are governed by Act 992, in terms of which merging companies must register an approved merger proposal with the ORC. Secured creditors must receive at least 28 days’ notice before the merger takes effect.

In telecommunications, the Electronic Communications Act, 2008 (Act 775) requires prior National Communications Authority (NCA) approval for changes of control or acquisition of a significant interest. The NCA considers competition, significant market power, licensing and public-interest concerns. Written notice is required at least 30 days before completion, with certain completed acquisitions reportable within 14 days.

In banking, the Banks and Specialised Deposit-Taking Institutions Act, 2016 (Act 930) triggers BoG approval from a 5% equity acquisition threshold. The BoG considers financial resources, fitness and propriety, competition and financial-system stability.

Consequences of Failure to Notify

Under Act 992, a merger is ineffective without registration and a Certificate of Merger. Sector-specific breaches may attract fines, licence suspension or other penalties.

Consequences of Anti-Competitive Conduct or Activities in Ghana

Ghana has no general antitrust statute. The Protection Against Unfair Competition Act, 2000 (Act 589) prohibits conduct such as market confusion, misleading practices and reputational harm, with remedies including injunctions and damages. In addition, the courts have interpreted widely the general principles prohibiting activities which are contrary to honest practices under Act 589 as amounting to anti-competitive acts.

Sector regulators may also impose fines, withdraw rights or require divestiture where regulated firms abuse market power or engage in anti-competitive conduct.

Foreign Investment Review: Laws, Transactions, Thresholds and Approval Process

The primary statute regulating foreign investment in Ghana is the Ghana Investment Promotion Authority Act, 2026 (Act 1173), which established the Ghana Investment Promotion Authority (GIPA) as the central foreign investment regulator.

Act 1173 removed the former general minimum-capital requirements for ordinary joint ventures and wholly foreign-owned non-trading enterprises. Passive foreign investment in GSE-listed shares or bonds is also exempt. However, foreign trading enterprises must invest at least USD500,000 in cash equity and employ at least 75% skilled Ghanaians.

Technology transfer agreements are generally subject to review, approval and registration with GIPA. Also, enterprises registered with the Authority require approval from the Authority to set up branches.

Review applies to foreign market entry, technology transfer agreements, branch expansion and indirect ownership changes.

Foreign Ownership Restrictions: Sectors, Limits and Enforcement

Act 1173 reserves specified activities for Ghanaians, including market trading and hawking, beauty and barbering services, sachet-water production, small-scale taxi or car-hire operations, certain stationery manufacturing and pharmaceutical retail.

Mining, petroleum, broadcasting and telecommunications are more heavily regulated. Petroleum rules require local participation, including minimum indigenous Ghanaian equity in specified arrangements under the Petroleum (Local Content and Local Participation) Regulations, 2013 (L.I. 2204), while mining leases involve government participation under the Minerals and Mining Act 2006 (Act 703). Broadcasting and telecommunications are regulated by the NCA under Act 775. Restrictions are enforced through licensing, inspections, audits and possible licence suspension or revocation.

National Security Review of Foreign Investment

Ghana has no general cross-sector national security screening regime. Instead, security concerns are handled through sector-specific licensing in areas such as energy, defence, maritime assets and electronic communications.

Under the Electronic Communications Act, 2008 (Act 775), national security considerations may affect the grant of licences to applicants as well as a licensee’s continuing obligations once a licence is obtained.

Incentives available to foreign investors 

Subject to the Exemptions Act, 2022 (Act 1083), GIPA provides tax incentives which may be granted for specified industries, programmes or strategic investments. Cabinet may designate priority areas, and GIPA must determine strategic investment applications within 30 days.

Recent developments or policy changes that have affected foreign investment

The most recent key development is the enactment of Act 1173, which removed the minimum capital investment thresholds of USD200,000 and USD500,000 for joint venture and wholly foreign-owned businesses respectively. However, the new legislation retained the USD500,000 minimum capital investment requirement for foreign trading enterprises.

The new legislation also established GIPA, expanded its regulatory role, introduced a statutory strategic investment incentive framework and preserved the existing Technology Transfer Regulations, 1992 (L.I. 1547).

The principal legislation is the Data Protection Act, 2012 (Act 843), administered by the Data Protection Commission. It governs lawful processing, purpose limitation, data quality, security, data-subject rights, controller registration, processors, special personal data and direct marketing. Sector-specific rules also apply in banking, telecoms, insurance and healthcare.

Key Obligations Regarding Consent, Collection, Use, Disclosure and Data Breach Notification

Processing of personal data requires the prior consent of data subjects or a lawful basis for the processing of such data. Personal data must generally be collected directly from data subjects, with the processing of collected data being subject to the purpose limitation principles. Data processors are obligated to ensure that collected data remains accurate and secure through the implementation of security measures. The processing of personal data by a data processor must be governed by a written contract and data processors are required to comply with the security measures stipulated in Act 843 as well as ensure compliance with Ghanaian laws where they are domiciled outside Ghana. Data breaches must be notified to the Data Protection Commission and affected data subjects as soon as reasonably practicable after the discovery of the unauthorised access.

How Cross-Border Transfer and Data-Localisation Rules Affect Businesses

Cross-border transfers are permitted, but businesses using foreign data processors must ensure compliance with Act 843, including compliance with the statutorily required security measures. Additional localisation or hosting requirements may apply in regulated sectors such as banking, telecommunications and critical infrastructure.

AML/CFT Obligations and Regulated Entities

The Anti-Money Laundering Act, 2020 (Act 1044) applies broadly, with key compliance duties imposed on “accountable institutions” including banks and financial firms, real estate companies and agents, precious metals and stones dealers, lawyers, accountants, trusts and company service providers, operators of games of chance, insurance companies, and virtual asset service providers.

The AML/CFT obligations include customer identification/KYC requirements, record-keeping and reporting suspicious transactions to the Financial Intelligence Centre (FIC) within 24 hours.

Sanctions, Trade Restrictions and Export Controls

Generally, under the Customs Act, 2015 (Act 891), imports are classified as either prohibited, restricted or regulated. Restricted goods such as arms, explosives and gambling machines require licences, while regulated products including food, medicines and cosmetics require appropriate Food and Drugs Authority (FDA) approval under the Public Health Act, 2012 (Act 851).

The Financial Intelligence Centre (FIC) implements UN sanctions and domestic watchlists, with suspect assets subject to freezing under Act 1044. Institutions dealing with sanctioned persons may face fines or licence revocations.

Anti-Corruption and Anti-Bribery Obligations

Bribery involving public officials is criminalised under Ghana’s general criminal laws and may attract imprisonment of up to 25 years. Specialised institutions such as the Office of the Special Prosecutor have powers to investigate and prosecute corruption and corruption-related offences involving public officers and politically exposed persons.

Companies can mitigate bribery and corruption-related risks by:

• ensuring proper due diligence on potential business contacts and entities;
• adopting and implementing internationally compliant and locally contextualised gift policies aligned with major jurisdictions such as the US’ Foreign Corrupt Practices Act and the UK’s Bribery Act 2010; and
• adopting appropriate internal whistle-blower mechanisms.

Enforcement Powers of Relevant Regulators

The Ghana Immigration Service and Ghana Revenue Authority (GRA) enforce border controls, while the Ministry of Trade and Industry oversees trade policy and permits. The Bank of Ghana and FIC may monitor and freeze suspicious financial flows, while the Office of the Special Prosecutor may investigate corruption involving public officers and politically exposed persons and seize assets.

The Customs Division of the GRA may search vessels, vehicles, containers and cargo, detain suspicious goods and audit trade documentation through the Integrated Customs Management System (ICUMS), a single electronic window used by the GRA to handle all import, export and transit transactions at Ghana’s borders. Regulators may also block restricted goods, freeze related funds and seize or destroy unsafe or unregistered products.

Environmental Requirements Affecting Transactions

The principal framework is the Environmental Protection Act, 2025 (Act 1124) and Environmental Protection Regulations, 2025 (L.I. 2504). The Environment Protection Authority’s (EPA) functions include environmental assessment and enforcement. Transactional due diligence should cover permits, contamination, waste, remediation, enforcement and decommissioning. The Environmental Protection Act, 2025 also established Ghana’s carbon-market regime.

Challenges Related to Corporate Environmental Liability and Climate-Related Litigation

Companies are expected to adhere to the relevant regulatory regimes including permitting, pollution, waste, rehabilitation and carbon-market compliance under The Environmental Protection Act, 2025. A key challenge to corporate environmental liability is the capacity of regulators to monitor and take enforcement action against the informal players in the extractive sector who are causing damage to natural resources such as land and water bodies through either illegal mining or improper mining practices.

Climate-related litigation is rare in Ghana and a likely key challenge would be the absence of local precedents recognising climate-related rights whose enforcement maybe sought from the courts, as well as judicial familiarity with climate-related litigation.

Health and Safety Obligations

Workplace safety is principally governed by the nationwide Factories, Offices and Shops Act, 1970 (Act 328). The key obligations of occupiers/employers include accident reporting, ensuring safe workplace conditions, providing protective equipment, first aid and ensuring fire safety. Businesses are expected to implement HSO policies to ensure compliance with Act 328 and also to ensure the protection of workers in the workplace.

Licensing and Industry-Specific Regulation

Businesses operating in Ghana are required to meet various environment, health and safety (EHS) requirements at the incorporation stage and as continuing compliance obligations over the duration of the business. These may range from obtaining business operating permits from local assemblies to workplace registration certificates, building permits, fire certificates, environmental permits and commercial property insurance.

Depending on the industry, businesses seeking to operate in certain sectors will be required to be licensed by the appropriate regulator. For example:

• foreign investment, telecommunications, banking, finance and mining – where foreign participation is envisaged, registration with GIPA may be relevant, see response in 8.2 Foreign Investment Restrictions and Sector-Specific Rules. For mining and related sectors, the appropriate licence must be obtained from the Minerals Commission, and for businesses in the petroleum industry, the relevant regulator is the Petroleum Commission (for upstream) and the National Petroleum Authority (downstream);
• pharmacy – the primary regulatory body for the issuing licensing for pharmaceutical products including the licensing, registration, marketing and regulation in Ghana is the Food and Drugs authority; and 
• cannabis – controlled cultivation and management of low-THC cannabis strictly for medicinal and industrial purposes only is regulated by the Narcotics Control Commission under the Narcotics Control Commission (Amendment) Act, 2023 (Act 1100) and the Narcotics Control Commission (Cultivation and Management of Cannabis) Regulations, 2023 (L.I. 2475).

Transparency, Bias and Accountability

Ghana does not have substantive AI legislation. The National Artificial Intelligence Strategy, launched in April 2026, is a policy framework promoting responsible, human-centred and inclusive AI rather than binding legislation. There have also been proposals from the current government on data protection reforms addressing AI, automated decision-making and cross-border data flows.

Existing AI systems remain subject to the Data Protection Act, 2012 (Act 843), including requirements on accountability and lawful processing, purpose limitation and transparency, data accuracy, security, automated decision-making rights and special personal data.

Accordingly, organisations using AI with personal data should ensure lawful data use, accuracy, bias mitigation, security, transparency, explainability and human accountability pending enactment of dedicated AI legislation.

The specific regulatory regime beyond the responses in the above sections will largely depend on the sector. As such, beyond the registration of companies at the ORC, and foreign investment at GIPA, additional licensing requirements may apply in sectors such as banking, insurance, telecommunications, mining, petroleum, pharmaceuticals, food, energy and transport.

Employment and Labour Laws Applicable to Employers in Ghana

The applicable laws are as follows.

• Labour Act, 2003 (Act 651): This is the principal statute governing employment relations in terms of labour matters including employment contracts, termination of employment, trade unions and collective bargaining. It also established the National Labour Commission (NLC), which is primarily responsible for adjudicating over employment claims and disputes.
• Labour Regulations, 2007 (L.I. 1833): This is subsidiary legislation which provides procedural rules under Act 651.
• National Pensions Act, 2008 (Act 766): This legislation establishes the three-tier pension system in Ghana, including the mandatory tier one, which is operated by the Social Security and National Insurance Trust (SSNIT) and the tier two occupational pension contributions scheme, which is run by approved trustees.
• Income Tax Act, 2015 (Act 896): Governs taxation of employment income and benefits.
• 1992 Constitution: Protects fundamental rights relating employment.

Employment Termination: Notice, Wrongful and Constructive Dismissal

The applicable statutory termination notice periods under Act 651 are:

• one month’s notice or one month’s pay in lieu of notice for contracts of three years or more;
• two weeks’ notice or two weeks’ pay in lieu of notice for contracts below three years; and
• seven days’ notice for contracts from week to week.

Contracts terminable at will require no notice and may be terminated at the close of any day. All notices are required to be given in writing. Employers and employees are able to agree notice periods beyond the statutory requirements.

Summary dismissal is permitted for serious misconduct, but employers must follow a fair disciplinary process, including investigation and an opportunity for the employee to respond.

Termination is considered fair where based on incompetence, lack of qualification, proven misconduct or a legal restriction preventing performance of the employee’s duties. Termination is considered unfair if it is attributable to the grounds listed below, among others:

• an employee’s involvement or proposed involvement in union activity;
• an employee’s involvement in proceedings or filing a complaint against the employer’s violation of labour laws;
• discrimination against an employee;
• a female employee’s pregnancy; and
• an employee’s temporary illness or injury certified by a recognised medical practitioner.

Constructive dismissal may arise where an employer fundamentally breaches the employment relationship by conduct which induces the employee to resign, such as non-payment of wages and workplace harassment.

Carrying out a redundancy exercise requires three months’ prior notification in writing to the Chief Labour Officer. Consultation with the recognised trade union representing the employees is required. Employees terminated under redundancy exercises are entitled to redundancy pay which is subject to negotiation between the employer and the employee or their union.

Executive Compensation: Equity Incentives, Change of Control and Tax

Ghanaian businesses recognise executive level compensation based on the role. It is common to see senior personnel with enhanced compensation packages which may include equity incentive plans, enhanced severance and redundancy control benefits. These are largely contractual between the employer and employee.

Salary, bonuses, gratuities and benefits-in-kind are generally taxable as employment income, subject to PAYE withholding and applicable valuation rules.

Enforceability of Non-Compete, Non-Solicitation and Confidentiality Covenants

The key test is that the non-competition clause must protect a legitimate interest (trade secrets, genuine client/staff relationships) rather than simply suppress competition, and must be reasonable in scope, duration and geography, both between the parties and as a matter of public interest.

Forms of Land Ownership in Ghana

The Land Act, 2020 (Act 1036) recognises the following interests in land.

• Allodial title – the highest interest, held by stools, skins, clans, families or the state, and acquired through recognised means such as purchase, compulsory acquisition, gift or conquest.
• Common law freehold – a perpetual interest created under common law. Its acquisition in stool and skin lands has been prohibited since 22 August 1969.
• Customary freehold – a perpetual interest acquired under customary law by subjects of a stool or members of a family.
• Usufructuary interest – an inherent interest enjoyed by members or subjects of a stool, skin, family or clan holding the allodial title.
• Leasehold – a land interest granted for a specified term by a holder of an allodial, freehold or usufructuary interest, subject to agreed conditions.
• Customary tenancy – an interest granted under customary arrangements, often involving consideration or sharing farm produce.

Foreign Ownership of Property: Requirements, Restrictions and Taxation

The Constitution of Ghana prohibits freehold ownership of land by non-Ghanaians. Foreign individuals and companies may hold leasehold interests for up to 50 years, renewable only through fresh negotiation.

A company is treated as non-Ghanaian where more than 40% of its ownership is held by non-citizens and is therefore subject to the same 50-year leasehold limit. Foreign investors may also need to comply with the Ghana Investment Promotion Authority Act, 2026 (Act 1173), separately from landholding restrictions.

There is no tax penalty on foreign buyers of Ghanaian real estate. Like resident buyers, they would face a 20% levy on new estates under the Value Added Tax Act, 2025 (Act 1151), together with stamp duty of up to 1% under the Stamp Duty Act, 2005 (Act 689).

However, non-residents earning rental income are subject to 25% withholding tax under the Income Tax Act, 2015 (Act 896), as compared to 15% for residents, alongside local annual property rates.

Buyers are also required to withhold 10% of the gross consideration paid to non-resident sellers, which is credited toward the applicable capital gains tax. Repatriation of sale or liquidation proceeds are also subject to tax-compliance requirements under the Foreign Exchange Act, 2006 (Act 723).

Commercial Real Estate: Legal Framework and Land Registration

The Land Act, 2020 (Act 1036) is the primary statute governing commercial real estate transactions in Ghana, with the Lands Commission as  the central administrative body.

Land-secured mortgages are registered at the Lands Commission; priority generally follows order of registration, so a timely search and prompt registration are essential to protect a lender’s position.

The Borrowers and Lenders Act, 2020 (Act 1052) modernised secured lending generally (including a Collateral Registry primarily for movable/personal property security), and also affects enforcement mechanics for credit facilities secured by real property.

The Home Mortgage Finance Act, 2008 (Act 770) provides a specific framework for residential mortgage lending.

Commercial Property Acquisitions and Disposals: Due Diligence, Title and Environmental Liability

Due diligence: the typical due diligence process for commercial property acquisitions includes searches at the Lands Commission, courts and Collateral Registry; verification of vendor’s root of title and capacity to sell; confirmation of any competing interests, encumbrances, or unregistered customary claims; physical site inspection to ascertain the existence of the property and check for encroachment; and confirmation of planning/building permits with the local Metropolitan/Municipal/District Assembly.

Title insurance is not a mature product in the Ghanaian market; practitioners instead rely on thorough due diligence.

Environmental liability generally follows contractual allocation; indemnities are commonly negotiated for pre-existing contamination or non-compliance, since statutory liability under the EPA Act can attach to the current occupier regardless of the change in ownership.

Commercial Mortgage Financing: Registration, Priority and Enforcement

Commercial mortgage financing in Ghana

The main issues are the borrower’s title, valid creation and perfection of the mortgage, priority over competing interests, and enforcement after default. The principal statutes are the Land Act, 2020 (Act 1036) and Borrowers and Lenders Act, 2020 (Act 1052).

Registration

Verify the mortgagor’s interest and existing encumbrances at the Lands Commission. The mortgage should be properly executed and registered.

Priority

Competing mortgages or security interests should be identified early. Proper and timely registration is critical to priority.

Enforcement

On default, the Borrowers and Lenders Act, 2020 permits enforcement without prior court proceedings, subject to statutory notice and other requirements. Realisation may include sale or other permitted methods.

Other considerations

For corporate borrowers, it would be important to confirm corporate authority and registration of company charges, and address consent requirements, leases, valuation, insurance, taxes and application of sale proceeds.

Commercial Leases: Renewal, Assignment, Subletting and Default Remedies

Renewal rights available to tenants as a matter of contract must be drafted expressly in agreement.

Assignment and subletting carried out without the consent of the landlords may be invalid.

Recent Developments in Commercial Real Estate Regulation

Developments include:

• growth of Real Estate Investment Trusts and collective real estate investment vehicles regulated by the SEC under Ghana’s collective investment schemes regime;
• increased EPA scrutiny and permitting requirements for larger commercial and mixed-use developments; and
• expanding commercial mortgage activity following the Borrowers and Lenders Act, 2020, and continued reform discussion around modernising the collateral/security framework for real property.