GUINEA Law and Practice Contributed by: Yves Constant Amani, YAC & Partners
National Regulators The Ministry of Trade, Industry, and Small and Medium Enterprises ( Ministère du Commerce, de l’Industrie, et des PME ) plays a central role in overseeing business transactions, including M&A. It is responsible for ensuring compliance with national trade and corporate laws and is also in charge of granting approvals for foreign direct investment (FDI) in Guinea. The Comité National Consultatif Permanent de la Concurrence et des Prix (National Consultative Committee on Competition and Prices), created by Decree D/2023/0108, operates under the Ministry of Trade and serves as an advisory body on competition matters. It provides guidance on anti-competitive practices, price regulations and the structure of strategic goods pricing. Howev - er, the authors’ enquiries have not yet confirmed whether the Committee actively monitors M&A transactions or plays a direct regulatory role in M&A. The Central Bank of the Republic of Guinea ( Banque Centrale de la République de Guinée ‒ BCRG) regulates M&A transactions within the financial sector, including banking institutions, insurance companies and microfinance enti - ties. Approvals from the BCRG are required for mergers involving financial institutions to ensure compliance with prudential and monetary regu - lations. Depending on the industry, M&A may require approval from sectoral regulators. The Autorité de Régulation des Postes et Télécommunica- tions (ARPT) is responsible for transactions in telecommunications. The Ministry of Mines and Geology oversees mergers in the mining sector. The Autorité de Régulation des Marchés Publics (ARMP) regulates transactions related to public contracts and concessions.
Regional and Supranational Regulators Guinea is a member of OHADA, which provides a unified legal framework for corporate transac - tions across its member states. The AUSCGIe, governs M&A activities in Guinea and establish - es rules for mergers, acquisitions and corporate restructurings. The Cour Commune de Justice et d’Arbitrage (CCJA) serves as the highest judicial authority for disputes related to M&A transac - tions under OHADA law. As part of the Economic Community of West Afri - can States ECOWAS (also known as CEDEAO), Guinea falls under the jurisdiction of the Region - al Competition Authority (ERCA). The ERCA has exclusive authority over M&A transactions that involve multiple ECOWAS countries or meet the regional notification thresholds. Companies undergoing M&A transactions with a regional impact must seek clearance from the ERCA before finalising their operations. The regulation of M&A transactions in Guinea is multi-layered, with oversight from national regu - lators such as the Ministry of Trade, the Central Bank, and sectoral authorities, alongside region - al and supranational bodies like OHADA and the ERCA. Depending on the nature and scope of the transaction, businesses may require approv - als at different levels to ensure compliance with corporate, financial and competition laws. 2.3 Restrictions on Foreign Investments Foreign investment in Guinea is generally encouraged under the Investment Code, which guarantees full economic and competitive free - dom to investors legally established in the coun - try. Article 9 of the Investment Code affirms that investors are free to acquire assets, choose their business partners, and manage their operations without undue restrictions, provided they comply with applicable laws and regulations. However,
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