Gabon operates under a civil law legal system, similar to that of most francophone countries. The legal framework is primarily based on the Constitution, statutes enacted by Parliament, regulations issued by the executive branch, and administrative acts. Judicial precedents do not have binding force as in common law jurisdictions. However, case law, particularly from higher courts, is commonly used as a source of interpretation and guidance. The Gabonese judicial system is structured around courts of first instance, courts of appeal, and the Court of Cassation, which is the highest judicial court. Additionally, the Constitutional Court is responsible for ensuring compliance with constitutional provisions. The judicial organisation is based on the principle of separation of powers and aims to protect fundamental rights. From a business law perspective, the legal framework applicable to companies in Gabon is significantly influenced by the country’s membership in regional and supranational organisations. Gabon is a member of the Organization for the Harmonization of Business Law in Africa (OHADA), together with sixteen (16) other African states, as well as the Economic and Monetary Community of Central African States (CEMAC). As a result of its OHADA membership, companies operating in Gabon are subject to OHADA Uniform Acts, which govern, among others, commercial law, company law, security law, insolvency proceedings and arbitration. These Uniform Acts are directly applicable and prevail over national legislation in the areas they regulate. At the regulatory level, administrative authorities and competent line ministries, depending on the relevant sector of activity, supervise companies’ activities. This national legal framework is complemented by mandatory regional regulations, in particular those adopted within CEMAC.

FDI requires review and, where necessary, approval from national and regional authorities as it is regulated at both regional and national levels.

At the regional level, the CEMAC Regulation n°02/18/CEMAC/UMAC/CM on foreign exchange establishes the legal framework applicable to foreign direct investments within the CEMAC zone.

Within the meaning of Article 1 of the Regulation, a foreign direct investment consists of a participation equal to or exceeding 10% held by a resident in the capital of a non-resident company, or by a non-resident in the capital of a resident company, where such participation confers control or significant influence over the management of the entity.

Pursuant to Article 118 of the Regulation, foreign direct investments are subject to a prior declaration to the Central Bank (BEAC) and to the ministry in charge of currency and credit.

In addition, Article 122 of the same Regulation provides that both the realisation and liquidation of foreign direct investments must be declared a posteriori to the same authorities within thirty (30) days following the relevant transaction.

At the national level, the Decree n°673/PR/MECIT of 16 May 2011, implementing the Investment Charter in Gabon, establishes a list of activities subject to prior authorisation from the ministry responsible for the economy. These include, among others, activities relating to forestry operations, as well as mining and hydrocarbons activities.

More recently, the Law n°005/2025 of 26 March 2025 on the promotion of commercial activities in Gabon provides, under its Article 7, that the operation of a regulated activity is subject to the obtaining of technical approval issued by the competent sectorial ministry.

Following the election of President Brice Clotaire Oligui Nguema in April 2025, which formally ended the political transition initiated after the August 2023 coup, the political climate in Gabon has entered a phase of stabilisation and institutional consolidation.

The new administration has articulated a policy agenda focused on economic sovereignty and a break with previous governance practices.

Economically, the authorities have expressed a strong commitment to structural transformation, with a particular emphasis on reducing reliance on raw material exports and promoting local processing and industrialisation.

A key illustration of this policy is the announced ban on the export of raw manganese up to 1 January 2029, aimed at encouraging the establishment of domestic processing facilities and increasing local value creation.

In the energy sector, the government has initiated a major reform of the hydrocarbons regulatory framework.

In 2025, the authorities announced plans to replace the 2019 Hydrocarbons Code with two separate legal instruments, an Oil Code and a Gas Code, in order to improve clarity, transparency and investor attractiveness.

Overall, the business climate is marked by strong pro-investment rhetoric. In January 2026, the Minister of Mines presented a roadmap to attract foreign investment, emphasising regulatory competitiveness, transparency and strengthened public-private partnerships.

Nevertheless, challenges remain, including administrative complexity, infrastructure constraints, and the need to ensure legal and regulatory stability. The effectiveness of the announced reforms will largely depend on their concrete implementation.

To this date, no major high-profile disputes involving foreign direct investors have attracted significant public attention, suggesting the absence of a systemic investment dispute environment.

The most common transaction structures in Gabon include share transfers or share acquisitions, equity participations, and merger and acquisition transactions.

International or regional corporate groups mainly carry out M&A transactions, and the vast majority involve privately held companies. Share acquisitions are generally preferred and are often accompanied by shareholders’ agreements to regulate governance, control rights and exit mechanisms.

Key considerations for foreign investors include compliance with OHADA company law, the need to obtain sector-specific authorisations, particularly in strategic sectors such as hydrocarbons, mining, energy, telecommunications and forestry, as well as tax considerations which include registration duties (generally 3% on share transfers), capital gains taxation (which may reach 35% for mining and hydrocarbons companies), withholding taxes, and compliance with CEMAC foreign exchange regulations, particularly regarding the repatriation of capital.

Aside from the regulatory regimes applicable to FDI described in more detail below, Law n°5/89 of 6 July 1989 relating to competition in the Republic of Gabon regulates domestic M&A transactions. This Law created the Gabonese Competition Commission. 

However, although created by law, this authority has not yet been implemented. In this case, in accordance with Article 59 of Regulation n°06/19-UEAC-639-CM-33 on competition (as further discussed in 6.1 Applicable Regulator and Process Overview), where a member state does not have a national competition authority, the CEMAC Competition Authority may exercise jurisdiction, even where community thresholds are not met.

Corporate governance in Gabon is primarily governed by the OHADA law, more precisely by the Uniform Act on Commercial Companies and Economic Interest Groups (AUDSCGIE), and is supplemented by national legislation and sector-specific regulations.

In accordance with this Act, companies are required to comply with mandatory governance obligations, including the holding of general meetings, the appointment, powers and liability of corporate officers, and the preparation, approval and filing of financial statements.

For companies accessing public financing, governance requirements are more stringent, particularly with respect to statutory audits, internal control and financial disclosure.

The most commonly used corporate forms for private companies in Gabon are the limited liability company (SARL), the public limited company (SA) and the Simplified Joint Stock Company (SAS).

The Limited Liability Company (SARL)

This is a company in which the associates are only responsible for the company's debts up to the amount of their contributions, which limits financial risks. In this company, the rights of the associates are represented by shares. It may be formed by a natural or legal person, or between two or more natural or legal persons. In accordance with the provisions of Article 2 of Law n°013/2016 of 5 September 2016, concerning the simplification of the creation of limited liability companies in the Gabonese Republic, the minimum share capital for any new limited liability companies is set at XAF100.000. This capital is divided into equal shares with a nominal value of at least XAF5.000.

The amount of share capital is freely determined by the company in its articles of association.

The Public Limited Company (SA)

This is a company in which the shareholders are only responsible for the company’s debts up to the amount of their contributions, which limits financial risks also. In this company, shares represent the rights of the shareholders. The AUDSCGIE offers two possibilities to shareholders: a Limited Company with general director or a Limited Company with a board of directors. The minimum share capital is XAF10.000.000.

The Simplified Joint Stock Company (SAS)

This is a company established by one or more associates who are responsible for the company’s debts up to the amount of their contributions and in which the article of associations of the company freely provide for the organisation and operation of the company subject to the mandatory rules of the Uniform Act.

The SARL is generally favoured by small and medium-sized enterprises due to its simplified governance structure and greater contractual flexibility. The SA, by contrast, is typically used for larger companies, particularly those with multiple shareholders or those intending to access capital markets.

Companies whose shares are offered to the public must take the form of an SA, as this structure allows for more robust governance mechanisms, including the establishment of a board of directors or, alternatively, a management board and supervisory board.

Foreign investors for limited or preparatory activities may use other legal forms, such as branches or representative offices. However, under the OHADA Uniform Act, a branch may only operate for a maximum period of two (2) years unless an exemption is granted.

From an FDI perspective, the choice of legal form has significant implications in terms of governance flexibility, regulatory oversight, tax treatment, and liability exposure, and should be assessed in light of the investor’s strategic objectives.

The relationship between a company and its minority investors is governed primarily by the OHADA Uniform Act on Commercial Companies (AUDSCGIE), the company’s articles of association, and, where applicable, shareholders’ agreements.

Article 2 of the AUDSCGIE expressly allows shareholders, subject to mandatory provisions of the Uniform Act and non-derogable clauses of the articles of association, to enter into extra-statutory agreements in order to organise, on agreed terms:

• the relationship between shareholders;
• the composition and functioning of corporate bodies;
• the management and conduct of the company’s affairs;
• access to the share capital;
• the transfer of shares or corporate rights.

Foreign direct investments in Gabon are subject to foreign exchange and investment reporting obligations under CEMAC regulations, as described in 1.2 Regulatory Framework for FDI.

In particular, foreign investors are required to declare the making, modification or liquidation of foreign direct investments to the Central Bank (BEAC) and to the competent ministry, in accordance with applicable thresholds and time limits.

In addition, transactions involving the disposal of shares or equity interests are subject to registration with the tax authorities, triggering the payment of applicable registration duties and capital gains taxes, where relevant.

Also, according to Article 78 of Regulation n°02/24/CEMAC/UMAC/CM on the prevention and suppression of money laundering and the financing of terrorism and proliferation in Central Africa of 12/20/2024, legal persons shall send information relating to beneficial owners to the authority responsible for managing the register of beneficial owners. The information shall concern the identification details and personal domicile of these beneficiaries, as well as the conditions of the control they exercise over the company or entity. The persons responsible for this declaration are listed in Article 77 of the same law.

A unified regional financial market has been established in the CEMAC community, the stock exchange of Central Africa (BVMAC). Equity and debt securities may be issued and traded on this stock exchange which is headquartered in Douala, Cameroon.

However, market activity remains relatively limited, with most issuances involving sovereign or quasi-sovereign entities and a small number of large corporates.

In practice, access to capital regional markets plays a limited role in corporate financing in Gabon. Bank financing, provided by local, regional and international banking institutions, remains the primary source of funding for most private sector companies.

Capital markets regulation in Gabon falls within the CEMAC legal framework. The Central African Financial Market Supervisory Commission (COSUMAF) is the regional authority responsible for the regulation, supervision and control of securities markets and market participants.

Companies seeking to raise funds on the regional financial market must comply with COSUMAF regulations and BVMAC listing requirements, particularly with respect to disclosure, publication of financial information, and prior approval of public offerings.

A foreign investor acquiring securities or an equity interest in a Gabonese company is not, in principle, subject to additional securities law obligations solely by reason of its foreign status.

By contrast, if the transaction involves securities admitted to trading or a public offering on the regional financial market the transaction may be subject to COSUMAF approval and ongoing supervision.

Foreign investors structured as investment funds may be subject to regulatory oversight by the COSUMAF, depending on whether the transaction involves public offerings or securities admitted to trading.

Under Article 35 of COSUMAF’s General Regulation, the Commission has broad powers to conduct controls and investigations with respect to any persons or entities involved in the functioning of the regional financial market. These powers apply in particular to public offerings and transactions involving securities listed on the regional market.

In Gabon, they are subject to regulatory review when their activities are qualified as capital investment activities carried out on a habitual basis.

Indeed, under the Decree n°955/PR/MECIT of 31 July 2011 governing the exercise of capital investment activities, any entity carrying out capital investment must obtain prior authorisation from the minister responsible for the economy before commencing operations.

As part of this process, the application file is transmitted to the Central African Financial Markets Supervisory Commission (COSUMAF) for its opinion according to Article 9 of the same Decree.

The review focuses in particular on the legal form and capitalisation of the investment vehicle, its shareholding structure, the proposed investment strategy, and the professional qualifications and integrity of its founders and managers.

The decree does not provide for any exemption from this authorisation requirement.

Gabon is supposed to have a merger control regime (see 3.2 Regulation of Domestic M&A Transactions). This authority has the power to control such transactions when Community thresholds are not met.

However, due to the fact that the national competition authority has not yet been implemented, this control, even where community thresholds are not met, currently falls within the scope of the CEMAC competition authority.

Indeed, Gabon is subject to a merger control regime governed primarily by CEMAC competition law, notably Regulation n°06/19-UEAC-639-CM-33 of 7 April 2019 on competition. This regime applies to mergers, acquisitions and the creation of joint ventures, including transactions involving foreign investors, where such operations are likely to have an impact on competition within the CEMAC common market.

Under Article 58 of the Regulation, a concentration arises where two or more previously independent undertakings merge, where one or more undertakings acquire control of all or part of another undertaking, or where a joint venture is created on a lasting basis and performs an autonomous economic activity. Control is defined, under Article 60, as the ability to exercise decisive influence over an undertaking.

Only transactions of a community dimension are subject to mandatory notification to the CEMAC Commission. This is the case where the undertakings concerned collectively generate turnover exceeding CFAF10 billion within the common market and jointly hold more than 30% of a relevant market, or where the transaction is likely to have effects in at least two CEMAC member states.

The regime does not provide for exemptions based on the nationality of investors. Where the community thresholds are met, clearance must, in principle, be obtained prior to completion of the transaction. The Commission conducts a substantive assessment to determine whether the transaction is likely to restrict or distort competition, including through the creation or strengthening of a dominant position.

Even where no prior notification is required, foreign investment transactions may remain subject to ex post competition law enforcement if they result in significant anti-competitive effects.

Where a transaction falls within the scope of the merger control regime applicable in Gabon under CEMAC competition law, the review conducted by the CEMAC Commission involves a substantive competitive assessment of the proposed transaction.

The Commission’s analysis goes beyond a purely formal verification of notification thresholds and focuses on a practical and economic assessment of the transaction’s effects on market structure and effective competition within the CEMAC common market.

In this context, notifying undertakings must provide detailed information enabling the Commission to identify the parties to the transaction, their ownership and control structure, their group affiliations, and the legal and economic nature of the operation, whether it involves a merger, an acquisition of control or the creation of a joint venture. This information allows the Commission to assess the existence of control within the meaning of competition law and to determine the true economic scope of the transaction.

The substantive analysis is based on the definition of the relevant product and geographic markets. The Commission examines the nature of the goods or services concerned, market segmentation, and the competitive conditions prevailing at both national and CEMAC levels. Particular attention is paid to the market shares of the parties, the presence of actual and potential competitors, distribution channels, relationships with suppliers and customers, and the existence of legal, regulatory or economic barriers to entry.

The Commission further assesses the likely effects of the transaction on effective competition, including the risk of creating or strengthening a dominant position, reducing competitive pressure, or giving rise to unilateral or coordinated effects.

Where relevant, the analysis may also take into account factors such as innovation, technological development, research and development efforts, and the competitive positioning of the undertakings vis-à-vis international competitors.

Regulation n°06/19-UEAC-639-CM-33 on competition provides, under Articles 73 et seq., a framework for sanctions and corrective measures in relation to infringements of merger control rules.

The CEMAC Commission may impose financial penalties on undertakings that fail to comply with notification obligations or with decisions issued by the authority. Fines may reach up to 10% of the worldwide turnover of the undertakings concerned, or up to 20% of turnover generated within the common market where a concentration has been implemented without notification, in breach of a prohibition, or in violation of conditions imposed by the Commission. Fines of up to 5% of turnover within the common market may also be imposed for providing incorrect or misleading information or for obstructing inspections.

In addition to financial sanctions, the Commission may require structural or behavioural remedies in order to restore effective competition. Such measures may include the divestment of assets or business units, the termination of joint control arrangements, or any other measure deemed necessary to remedy an anti-competitive situation. The Commission may also adopt interim measures pending its final decision.

Furthermore, the Commission may impose periodic penalty payments, ranging from XAF1.000.000–20.000.000 per day, on undertakings that fail to comply with obligations imposed by a decision.

The Commission may also revoke an authorisation decision if it was obtained on the basis of incorrect or fraudulent information or if the undertakings breach the commitments attached to the clearance decision.

The CEMAC Commission has the authority to block, condition or challenge transactions subject to merger control. Implementing a notifiable transaction without prior authoriszation may expose the parties to significant financial penalties and corrective measures, including possible unwinding of the transaction (see question 6.3 above).

Even where a transaction does not trigger a prior notification obligation, it may remain subject to ex post competition law enforcement if it results in anti-competitive effects within the common market.

Additionally, foreign exchange regulations while legally distinct from competition law, operate in parallel. Under Article 170 of CEMAC Regulation n°02/18 on foreign exchange, the failure to declare capital or financial transactions to the competent authorities constitutes an offence punishable by a fine of 10% of the amount of the transaction.

At the national level, Article 11 of Decree n°673/PR/MECIT of 16 May 2011, implementing the Investment Charter, provides that any foreign investment carried out in breach of authorization requirements may result in the suspension of the relevant activity until the required authorization is obtained. In sectors subject to technical approval, operations may not commence prior to obtaining such approval.

Gabon has a foreign investment/national security review regime applicable to FDI (see 1.2 Regulatory Framework for FDI).

In addition, where prior authorisation is required, the foreign investor must submit an application to the minister in charge of the economy before completing the investment. The application must provide sufficient information on the investor’s identity, ownership structure and governance, as well as the nature of the proposed investment. The minister has a maximum period of two (2) months to issue a decision, failing which authorisation is deemed granted.

Only investments carried out in specific sensitive sectors expressly listed in the Decree n°673/PR/MECIT of 16 May 2011 are subject to prior authorisation.

The regime does not provide formal exemptions based on the nationality or public/private nature of the investor.

The review focuses on the protection of national interests, national defence and public security. While the Decree n°673/PR/MECIT of 16 May 2011 does not set out detailed assessment criteria, it grants the authorities broad discretion to assess whether a proposed investment could adversely affect strategic interests of the state.

In practice, the review may take into account considerations relating to sensitive technologies, access to strategic or classified information, defence-related activities, public security, and the control of natural resources deemed essential to the national economy.

The regime does not formally distinguish between partnerships, joint ventures and acquisitions, nor does it establish separate criteria for investments by foreign governments or state-affiliated entities. The same substantive standard applies irrespective of transaction structure. Transactions that confer de facto control or strategic influence, even if structured as minority investments or joint ventures, may nevertheless attract scrutiny in particular by the economic ministry if such control is established within the meaning of Article 3 of the Decree n°673/PR/MECIT of 16 May 2011.

It is important to recall that in accordance with Article 5 of the same decree, the government may, at its discretion, particularly to ensure the protection of national interests, by decree issued upon the proposal of the Minister of the Economy, subject to prior authorisation some transactions including the establishment and liquidation of foreign investments in Gabon.

The minister in charge of the economy may grant authorisation subject to conditions or commitments designed to safeguard national interests. Although the decree does not enumerate specific remedies, it expressly allows the authority to impose requirements relating to the conduct of the activity, compliance with national regulations, or other safeguards deemed necessary. This reflects a flexible and discretionary remedial approach.

The authorities have the power to refuse authorisation, thereby blocking a proposed foreign investment in a sensitive sector prior to completion. The decision is taken by the minister in charge of the economy and must be reasoned.

Where an investment subject to prior authorisation is carried out without approval, the authorities may order the suspension of the activity until the situation is regularised.

In addition to foreign investment, competition and national security regimes, foreign investors effecting FDI in Gabon must comply with several other regulatory frameworks that may materially affect the structuring and operation of their investments.

Foreign Exchange Regulation

Foreign exchange matters are governed by CEMAC Regulation n°02/18/CEMAC/UMAC/CM on foreign exchange, implemented and enforced by the Bank of Central African States (BEAC). This regime regulates capital movements, cross-border payments, repatriation of profits and proceeds, and external financing transactions.

The regulations require prior declarations or authorisations for certain foreign exchange operations, as we have seen above. Compliance with foreign exchange regulations is a core and continuous obligation for foreign investors operating in Gabon.

Sector-Specific Regulatory Regimes

Strategic sectors such as hydrocarbons and mining are subject to specific legislative and regulatory frameworks. These regimes typically impose local content requirements, environmental and social obligations, and provisions for state participation, which may range, depending on the nature of the activity and applicable legislation, between 10% and 35%.

These sectors are heavily regulated and fall under the supervision of specialised ministries and regulatory agencies, with licensing, reporting and operational obligations applicable to investors.

Labour and Employment Regulation

Foreign investors must comply with the Gabonese Labour Code (Law n°0022/2012 setting the Labour Code in the Gabonese Republic), which governs employment relationships, working conditions, social security contributions and labour dispute resolution. Compliance with labour regulations is mandatory for any investment involving local employees and may have material implications in terms of cost, workforce management and operational flexibility.

Commercial Activity Regulation

In addition to compliance with OHADA Uniform Acts, foreign investors carrying out commercial activities must comply with Law n°005/2025 on the Promotion of Commercial Activities in Gabon. This law requires the prior obtaining of a technical approval from the competent sectorial ministry before commencing regulated commercial activities.

Tax and Subcontracting Regimes

Foreign investors are subject to the General Tax Code, which governs corporate taxation, transfer pricing, withholding taxes, registrations duties and other fiscal obligations.

Gabonese law also includes specific provisions regulating subcontracting and the promotion of small and medium-sized enterprises (SMEs). Certain subcontracting activities are reserved for approved SMEs, which are defined as Gabonese companies owned by a national or whose share capital is majority held by Gabonese nationals.

Gabon’s tax system is governed by the General Tax Code (CGI), the annual Finance Law, and implementing regulations. These rules apply uniformly throughout the national territory.

All companies carrying on business in Gabon are subject to the general tax regime, regardless of whether they are newly incorporated or already established. The main categories of taxes include:

• income and profit taxes, including Personal Income Tax (IRPP) and Corporate Income Tax (IS);
• turnover taxes, notably Value Added Tax (VAT) and excise duties;
• other taxes and duties, including business licence tax, property tax, registration and stamp duties;
• social contributions, including contributions to the National Social Security Fund (CNSS), the National Health Insurance Fund (CNAMGS) and the National Housing Fund (FNH).

The standard corporate income tax rate is 30%, increased to 35% for companies operating in the mining and hydrocarbons sectors. The standard VAT rate is 18%, subject to exemptions or reduced rates for certain sectors or activities.

Individuals are subject to personal income tax if they have their habitual residence in Gabon or spend at least 183 days in Gabon during the tax year, subject to applicable tax treaties.

Dividends and interest paid by a Gabonese company are generally subject to withholding tax under the General Tax Code. Under Articles 63 and 109 of the CGI, the applicable rates are in accordance with these Articles:

• 10% for dividends and interest derived from listed securities;
• 20% for income derived from unlisted securities, subject to certain conditions.

A reduced 10% rate also applies to dividends and financial investment products received by private equity entities during the carry period, pursuant to Article 110 of the CGI.

Gabon has concluded several double taxation treaties, which may reduce or eliminate withholding taxes, subject to treaty conditions. While Gabonese tax law does not expressly codify anti–treaty shopping rules, treaty benefits may be denied in practice where arrangements lack economic substance.

Gabonese tax law provides for a specific tax regime applicable to groups of companies, derogating from ordinary tax rules that may be used to mitigate the taxes paid by companies.

The regime applies to groups organised around a parent company headquartered in Gabon and controlling subsidiaries in Gabon and/or abroad, subject to minimum holding period commitments.

Although group companies remain separately subject to corporate income tax, the regime provides for several benefits, including:

• reduced taxation of capital gains on certain intra-group transactions;
• deductibility of certain intra-group charges (management fees, technical assistance, interest within regulated limits);
• exemptions from withholding taxes on qualifying intra-group payments.

Favourable VAT treatment may also apply, subject to prior approval by the tax administration. Intra-group restructuring operations may benefit from reduced or fixed registration duties. Entry into the regime requires prior notification to the tax authorities.

Capital gains derived by foreign investors from the sale or disposition of FDI are not exempt from taxation in Gabon.

Under Article 7 (as amended by the 2025 Finance Law), taxable profits include capital gains realised on the transfer of shares or corporate rights in companies located in Gabon or holding outside Gabon, subject to applicable tax treaties.

The 2026 Finance Law further introduced with its new Article 23 paragraph 6 a 25% withholding mechanism, to be collected and remitted by the Gabonese company whose shares are transferred within one month of the transaction.

Gabonese law does not formally provide for anti-hybrid rules or specific regimes aimed at certain foreign investment structures; the tax administration has, in practice, legal levers allowing it to challenge tax structuring whose main objective would be the avoidance of tax, notably by the requalification of transactions or the adjustment of taxable bases on the basis of transfer pricing rules.

For example, the General Tax Code provides that the tax administration can request information, justifications or clarifications relating to the documents filed and that, if the administration later finds an inaccuracy or omission in the elements serving as a basis for calculating taxes, duties and any amounts due, the correct adjustments are made following the contradictory procedure. 

Concerning transfer pricing, its rules are set out in Articles P-831 and P-831 bis of the Gabonese General Tax Code and apply to transactions of an industrial, commercial or financial nature carried out between a Gabonese company and associated companies, whether located in Gabon or abroad.

These provisions require taxpayers to disclose to the tax administration the nature of their relationships with related parties, the pricing methods applied to intra-group transactions, the activities carried out by the related entities and the tax treatment applied to transactions involving foreign-controlled or controlling entities and expressly requires taxpayers to determine their transfer prices for tax purposes in accordance with the arm’s length principle.

This obligation entails a functional and economic analysis of the functions performed, the assets used and the risks assumed by the parties to the transaction, as well as a clear explanation of the selection and application of the transfer pricing method or methods adopted. This requirement reflects an anti-avoidance objective aimed at ensuring that intra-group prices are consistent with market conditions and do not artificially erode the Gabonese tax base.

This same article imposes transfer pricing documentation requirements aligned with international standards. Gabonese entities engaged in cross-border transactions with associated enterprises must maintain documentation justifying their transfer pricing policy and make it available to the tax authorities within the statutory deadlines. Non-compliance may result in tax reassessments and penalties.

Also the so-called extractive companies (from the mining and oil sectors) are subject to CEMAC regulations, of which Gabon is a member, to obligations to repatriate foreign exchange held by it for any reason outside CEMAC.

Law n°022/2021 of 19 November 2021, enacting the Labour Code, governs employment and labour matters.

The Code regulates individual and collective employment relationships, including recruitment, working conditions, health and safety, termination and labour relations.

Collective representation mechanisms are legally mandatory. Staff delegates must be elected in establishments with more than ten employees. In companies with at least 50 employees, trade union delegates and permanent economic and social consultation committees must be established. These bodies have consultation rights comparable to works councils.

Collective bargaining agreements are recognised and regulated under Articles 148 et seq. A national inter-sectorial agreement applies where no sector-specific agreement exists or where it is more favourable to employees.

Foreign investors must consider the employment of foreign workers which is subject to a prior authorisation, governed by the Labour Code and implementing decrees, including n°0150/PR/MTLCC dated 21 March 2025, setting the employment quotas for foreign workers in companies as well as the fees of the files and their allocation, and Decree n°0162/PR/MTE dated 7 March 2016 relating to the modalities of foreign workers in the Gabonese Republic.

Employee compensation is primarily cash-based and includes salary and associated benefits under Article 19 of the Labour Code.

Statutory benefits include paid leave, overtime, social security contributions and severance payments. Equity-based compensation and supplementary pension schemes are not specifically regulated and may be implemented contractually, subject to tax and labour compliance.

In the event of a merger or acquisition, employment contracts transfer automatically to the new employer, together with accrued compensation rights.

Employees benefit from strong protection in the event of a change of control. Employment contracts continue automatically, and dismissals must comply with statutory procedures.

Employee representatives enjoy enhanced protection, and their dismissal requires prior authorisation from the labour inspectorate.

While employee consent is not required to complete a transaction, mandatory information and consultation obligations apply where the transaction has social or economic consequences. Failure to comply may result in labour disputes or administrative sanctions, even if the transaction remains valid under corporate law.

Intellectual property does not constitute an autonomous or express criterion in the screening or approval of foreign direct investment in Gabon.

The administrative framework governing the declaration and approval of certain foreign investments, as set out in the 2011 implementing decree of the Investment Charter provides for prior authorisation for certain activities considered sensitive. However, this framework does not identify intellectual property as a distinct ground for restriction, review or prior approval of foreign investments.

That said, in accordance with Article 5 of this Decree, the government may, at its discretion, in particular to ensure the protection of national interests, subject certain transactions to prior authorisation by decree issued upon the proposal of the Minister of the Economy.

Gabon provides a generally robust legal framework for the protection of intellectual property rights, largely aligned with regional and international standards.

At the national level, Decree n°303/PR/MTCPMEI of 14 August 2020 approving the statutes of the Gabonese Industrial Property Office establishes an administrative authority responsible for assisting economic operators in the preparation of applications for industrial property rights, as well as for the transmission of national filings to the African Intellectual Property Organization (OAPI).

The Investment Charter (Law n°15/1998) expressly recognises and guarantees intellectual and industrial property rights for investors, including patents, trademarks and other industrial property assets.

At the regional level, Gabon is a member of OAPI, established under the Bangui Agreement of 1977, as revised in 2015. The Bangui Agreement provides a harmonised intellectual property regime applicable across all OAPI member states. A single filing with OAPI grants protection in Gabon and the other member countries.

At the international level, Gabon is a party to major intellectual property treaties, including the Paris Convention, the Berne Convention, and the TRIPS Agreement through its membership in the World Trade Organization. These commitments ensure that Gabon applies minimum protection standards consistent with international norms.

There are no general exclusions of entire categories of intellectual property from protection under Gabonese law, nor are there broad compulsory licensing regimes applicable outside the specific mechanisms provided for under the Bangui Agreement.

Current legislation does not contain specific provisions addressing the protection or exclusion of AI-generated works, and no administrative practice indicates heightened restrictions or undue delays in the registration or enforcement of IP rights beyond standard procedural requirements.

Gabon has adopted a comprehensive legal framework on personal data protection, primarily governed by the Law n°001/2011 of 25 September 2011 on the protection of personal data which has been amended by the Law n°025/2023 of 9 July 2023.

This legislation applies to any natural or legal person processing personal data in Gabon, as well as to certain processing activities carried out outside Gabon where their effects materialise within Gabonese territory. In particular, Article 4 of Law n°025/2023 provides that the law applies to processing carried out by a data controller established outside Gabon where processing means are located in Gabon, except where such means are used solely for data transit purposes.

In such cases, the data controller must appoint a local representative established in Gabon, without prejudice to enforcement actions that may be taken directly against the controller.

The law grants data subjects a range of rights, including rights of access, rectification, erasure and objection, and imposes strict obligations on data controllers regarding confidentiality, security and lawful processing. Breaches may result in administrative and criminal sanctions, including substantial fines, reflecting a legislative intent to ensure effective enforcement and deterrence.

While enforcement practice is still developing, the statutory framework provides authorities with significant discretion and sanctioning powers.