GHANA Law and Practice Contributed by: Victoria Bright and Justice Oteng, Addison Bright Sloane
the transfer of shares in a licensed company would result in a change of control of the target company. Ministry of Lands and Natural Resources The acquisition of a controlling interest in a company that holds a mining lease requires prior approval from the sector Minister, acting through the Minerals Com - mission. This approval is mandatory before the acqui - sition can take legal effect. Ministry of Energy The Minister of Energy and the Petroleum Commis - sion have the authority to approve the acquisition of a controlling interest in companies that hold petroleum licences. Fisheries Commission Where a merger or acquisition results in the forma - tion of a new company in the fisheries sector, licences granted to fishing vessels owned by the target com - pany do not automatically transfer to the acquiring company. Permission must be obtained from the Fish - eries Commission. Energy Commission A licence from the Energy Commission is required to engage in the transmission, wholesale supply, distri - bution, or sale of electricity or natural gas. Where a business combination results in a new entity, existing licences cannot be transferred without the approval of the Energy Commission’s board. 2.3 Restrictions on Foreign Investments Foreign investors must comply with minimum capital requirements and register the relevant business with the Ghana Investment Promotion Centre (GIPC). The amount of capital required depends on the nature of the business. Fully foreign-owned businesses are required to make a minimum capital investment of USD500,000. Joint ventures with a Ghanaian citizen are subject to a mandatory minimum capital invest - ment of USD200,000. Foreign-owned trading busi - nesses that buy and sell imported goods must invest a minimum capital of USD1 million. Foreign entities are prohibited from operating certain categories of businesses in Ghana. These include the operation of beauty salons, the retail sale of finished
pharmaceutical products, and the sale of goods or provision of services in markets through petty trad - ing or hawking. Foreigners are also not permitted to engage in pool, betting, or lottery businesses. In addition, foreigners are prohibited from trading in local gold markets. As a result, gold trading licences are only issued to Ghanaian citizens or to companies that are wholly owned by Ghanaian citizens. In certain industries, regulatory approval is required where a change in ownership occurs. For example, a share acquisition that confers more than 20% of the voting rights in a mining company requires approval from the relevant sector minister. Similarly, any trans - action in the banking sector that results in a change of control of a bank must be approved by the Bank of Ghana. Under Ghanaian law, a foreigner may only acquire a leasehold interest in land for a maximum period of 50 years. Pursuant to the Lands Act (Act 1036), a compa - ny is considered foreign if more than 40% of its share - holding is held by non-Ghanaians. Any such interest in land must be registered with the Lands Commission. 2.4 Antitrust Regulations Ghana does not have a codified antitrust or compe - tition law regime governing business combinations across all sectors of the economy. The Competition and Fair Trades Practices Bill, 2023 aims to establish a comprehensive antitrust law in Ghana. However, the bill remains pending despite having been drafted as far back as 2006. More recent - ly, the Ministry of Trade and Industry reiterated the government’s commitment to passing this law, with support from the ECOWAS Regional Competition Authority. In the absence of a general competition regime, regu - latory oversight of mergers and acquisitions is largely fragmented. The Securities and Exchange Commis - sion applies principles of fairness, transparency, full disclosure, and shareholder protection in mergers and acquisitions involving public companies. In transac - tions involving private companies, the directors of the companies concerned may refuse to approve a trans - action if, in the exercise of their fiduciary duties, they
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