GUINEA Law and Practice Contributed by: Yves Constant Amani, YAC & Partners
before acquiring significant stakes. For instance, investors in sectors such as mining, banking and telecommunications may need regulatory authorisation. Some companies, especially private companies, may include board approval clauses in their by- laws, requiring prospective buyers to obtain approval before acquiring significant stakes. Under Article 177 of AUSCGIE, two companies cannot own more than 10% of each other’s share capital, which restricts cross-shareholding strategies. In conclusion, companies in Guinea may impose stricter disclosure obligations in their by-laws but cannot override statutory thresholds set by OHADA law. Stakebuilding in Guinea may also be constrained by pre-emptive rights, sector- specific restrictions, mandatory disclosure obligations and board approval requirements. Investors should carefully review a company’s governing documents and applicable regula - tions before attempting to build a stake. 4.4 Dealings in Derivatives Derivatives trading in Guinea remains largely undeveloped due to the absence of a formal capital market infrastructure, such as a stock exchange. The financial sector in Guinea is pri - marily governed by OHADA law, which applies to all OHADA member states, as well as Guinea’s national financial regulations. The AUSCGIe, and the Uniform Act on Account - ing Law and Financial Information (AUDCIF) recognise financial instruments such as shares, bonds and other securities. However, there is no specific regulatory framework governing derivatives trading, including instruments such as futures, options or swaps, within Guinea’s financial markets.
The BCRG oversees financial institutions, includ - ing banks and microfinance entities. However, its regulations primarily focus on traditional banking operations, lending and foreign exchange trans - actions, rather than complex financial instru - ments like derivatives. Given the lack of a stock exchange or an estab - lished securities market, the use of derivatives in Guinea is highly limited. While derivatives trading is not explicitly prohibited, no specific regulatory framework exists to oversee such transactions, making their legal enforceability uncertain. In summary, while there are no formal prohibi - tions against derivatives trading in Guinea, the lack of a structured capital market and specific regulations makes their use uncommon and largely impractical within the jurisdiction. 4.5 Filing/Reporting Obligations Guinea does not have a specific legal frame - work for derivatives under securities disclosure or competition laws. The absence of a stock exchange and a developed capital market limits formal regulation. However, general financial dis - closure requirements under OHADA law, AUD - CIF and the BCRG may apply. Companies and financial institutions must com - ply with OHADA accounting standards (SYSCO - HADA), report significant financial transactions, and disclose financial risks in their periodic fil - ings. The BCRG oversees financial institutions and may impose reporting requirements for transactions affecting risk exposure or capital adequacy. While derivatives are not explicitly regulated under competition law, transactions impacting market concentration or pricing may require reporting to the Ministry of Trade or OHADA
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