GUINEA Law and Practice Contributed by: Yves Constant Amani, YAC & Partners
2. Overview of Regulatory Field 2.1 Acquiring a Company Acquiring a company in Guinea can be done through various legal methods, mainly gov - erned by the OHADA Uniform Act on Commer - cial Companies and Economic Interest Groups (AUSCGIE). Each method has different impli - cations regarding asset transfer, liabilities, and taxation. M&A (Absorption Mergers) A merger is when two companies combine to form a single entity. This can happen in two ways: either by creating a new company, where both merging companies cease to exist, or by one company absorbing another, with the absorbed company disappearing and transfer - ring all its assets and liabilities to the acquiring company. This process ensures a full transfer of assets and liabilities and results in the dissolu- tion of the absorbed company without liquida - tion. However, creditors and minority sharehold - ers have the right to object in order to protect their interests. Acquisition Through Partial Asset Contribution A partial asset contribution allows a company to transfer a specific business unit or assets to another company. In return, the acquiring com - pany issues shares or equity to the transferring company, making it a shareholder. This method enables gradual restructuring without fully dis - solving the transferring company. It is often used to separate different business activities or create strategic partnerships. Buying Shares or Equity (Share Purchase) An acquisition can also be completed by pur - chasing the shares (in the case of a public limited company ‒ SA) or equity stakes (in the case of
legal frameworks have been pivotal in attract - ing foreign investors and facilitating smoother
transaction processes. Diversification Efforts
Beyond its traditional sectors, Guinea is explor - ing diversification into areas such as agriculture and renewable energy. These efforts are aimed at reducing economic dependence on mining and creating sustainable growth avenues, thereby broadening the scope for future M&A activities. In summary, the M&A landscape in Guinea over the past year has been dynamic, with signifi - cant activities in telecommunications, mining, and infrastructure. The government’s support - ive policies and diversification initiatives further contribute to a promising outlook for future M&A in the country. 1.3 Key Industries Over the past 12 months, Guinea has witnessed significant M&A activity, particularly in the follow - ing industries: • telecommunications, with MTN Group’s stra - tegic exit from Guinea; • mining, with Rio Tinto’s involvement in the Simandou project; and • infrastructure, with increased investments in major projects, including port expansions, hotel constructions, and road infrastructure improvements aimed at facilitating circulation in Conakry and beyond. In summary, the telecommunications, mining, and infrastructure sectors have been at the forefront of M&A activity in Guinea over the past year, reflecting the country’s ongoing economic development and its appeal to both domestic and international investors.
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