GUINEA Law and Practice Contributed by: Yves Constant Amani, YAC & Partners
despite this general openness, certain sector- specific restrictions and foreign ownership limi - tations apply. Sector-Specific Restrictions While foreign investors can own up to 100% of a company in most sectors, some industries impose ownership limits or require regulatory approvals. • Mining sector: the Guinean government holds a minimum 15% free carried interest in all mining projects, as required by the Mining Code. • Banking and insurance: investments in finan - cial institutions require prior approval from the BCRG to ensure financial stability. • Telecommunications: foreign investors must obtain licences from the ARPT. • Land ownership: while foreign investors have the right to acquire land-use rights and real estate for business purposes, direct land ownership is subject to regulatory approvals and lease agreements. • Private security services: this sector is exclu - sively reserved for Guinean nationals, and foreign participation is strictly prohibited. Foreign Ownership Limits in Specific Sectors Despite the general freedom granted by Article 9, Article 6 of the Investment Code imposes ownership restrictions in certain industries. Spe - cifically, foreign ownership is capped at 40% in: • media and publishing: this includes news - papers and periodicals covering general or political information; and • broadcasting: this covers television and radio programme distribution.
In these sectors, Guinean nationals residing in Guinea must hold effective management control of the company. Guinea offers a generally open investment envi - ronment, with strong protections for investors as outlined in Article 9 of the Investment Code. However, foreign investors must comply with sector-specific ownership restrictions, regula - tory approvals and local participation require - ments in strategic industries. While economic freedom is broadly guaranteed, the mining, banking, telecommunications, land, security and media sectors require special considerations for foreign investors. 2.4 Antitrust Regulations In Guinea, business combinations such as M&A are subject to antitrust regulations at both the national and regional levels to ensure fair com - petition and prevent market dominance. National Antitrust Regulations Guinea’s national framework for competition is primarily outlined in the Investment Code. While the Code promotes economic freedom, it also imposes certain restrictions to maintain market competitiveness. For instance, Article 6 limits foreign ownership to 40% in sectors like media and broadcasting, ensuring that control remains with Guinean nationals. Additionally, the Comité National Consultatif Permanent de la Concur- rence et des Prix advises on competition mat - ters, although its direct role in regulating M&A is not clearly defined.. Regional Antitrust Regulations As a member of ECOWAS, Guinea adheres to regional competition laws. The ERCA oversees M&A that have a regional impact. According to the ECOWAS merger control regime, any busi - ness combination where the parties are pre -
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