GIPA Act 2026 (Act 1173): A Tax and Compliance Guide for Investors in Ghana

What is the GIPA Act 2026?

The Ghana Investment Promotion Authority Act, 2026 (Act 1173) was assented to and gazetted on 15 July 2026. It establishes the Ghana Investment Promotion Authority as the successor to the Ghana Investment Promotion Centre and provides the current legal framework for the promotion, facilitation and regulation of investment in Ghana.

The change goes beyond the name of the investment authority. Act 1173 affects foreign capital requirements, enterprise registration, annual renewal, branch approvals, tax incentives, expatriate quotas, work permits, technology transfer agreements, investor obligations, monitoring and enforcement.

For foreign investors and Ghanaian businesses, the practical consequences are not limited to investment registration. The new framework also affects tax deductibility, withholding tax, transfer pricing, foreign remittances, financial reporting, corporate governance and audit evidence.

The Act applies to enterprises in Ghana but does not remove obligations imposed under other legislation. Businesses must continue to consider sector specific capital, licensing, local content, tax, foreign exchange, employment and regulatory requirements.

GIPA's mandate now also includes promoting outward investment by Ghanaian enterprises, regulating technology transfer agreements, facilitating investor grievances and acting as Ghana's national focal point under the AfCFTA Protocol on Investment.

How does Act 1173 compare with the repealed Act 865?

The comparison shows that Act 1173 removes or lowers some entry thresholds while introducing broader registration, monitoring and enforcement obligations.

Has Ghana abolished minimum capital requirements for foreign investors?

Act 1173 does not restate the former general minimum capital requirements for non-trading joint ventures and wholly foreign-owned non-trading enterprises.

Under Act 865, the general requirements included US$200,000 in foreign capital for a joint venture, together with at least 10% Ghanaian equity; US$500,000 for a wholly foreign-owned enterprise; and US$1 million for a foreign trading enterprise.

The absence of the first two thresholds from Act 1173 may improve market access for consulting, technology, professional services, manufacturing and other non-trading businesses.

What is the minimum capital requirement for a foreign trading enterprise?

Section 31 provides that a non-citizen engaging in a trading enterprise must invest at least US$500,000 in cash as equity capital and ensure that at least 75% of the employees of the enterprise are skilled Ghanaians.

The employment test also deserves attention. The wording leaves room for interpretation on whether 75% of the total workforce must be Ghanaians who are skilled, or whether the test is applied to skilled positions only. The composition of the workforce, job descriptions and training records should be documented in a way that supports the position taken, and the Authority's guidance on this point should be monitored.

The cash-only wording also creates accounting and audit considerations. Businesses should retain evidence of the source and transfer of funds, receipt through appropriate banking channels, conversion into Ghana cedis where applicable, allotment and issue of shares, entries in the stated capital account, board and shareholder approvals, filings at the Office of the Registrar of Companies, and consistency between the statutory records, the general ledger and the audited financial statements.

What activities may be treated as trading?

For purposes of section 31, trading covers the purchase and resale of goods, whether imported or locally produced, where resale is a principal activity or a material component of the enterprise's operations.

The issue is not limited to businesses describing themselves as traders, wholesalers or retailers. A manufacturer, technology company or service provider may be affected where it:

• regularly imports and resells goods;
• operates a material distribution line;
• sells third-party products alongside its principal services;
• resells equipment as part of a customer implementation; or
• earns a material proportion of revenue from purchased goods.

Businesses with mixed operations should review their revenue streams, contracts, import documentation and financial statements before concluding that they fall outside section 31. The relevant question is the substance of the activities conducted, not the description appearing in the constitution or registration documents.

Can a Ghanaian-owned enterprise still be subject to a capital requirement?

Section 35(3) is one of the most important and potentially far-reaching provisions in Act 1173.

It directs a wholly Ghanaian-owned enterprise to satisfy the minimum capital requirement under section 31 where the enterprise has a person who is not Ghanaian as a beneficial owner or director.

This provision qualifies the general proposition that the former capital thresholds have been removed. It may affect an enterprise that appears wholly Ghanaian-owned in its formal share register but has a non-Ghanaian beneficial owner, a non-Ghanaian director, nominee shareholding arrangements, indirect foreign control, trust or contractual arrangements affecting economic ownership, or foreign rights that do not appear from the immediate legal shareholding.

Which activities are reserved for Ghanaians?

Section 32 reserves six categories of activity for citizens and wholly Ghanaian-owned enterprises:

1. Market trading, petty trading, hawking and selling goods from a stall.
2. Operating a beauty salon or barbering shop.
3. Operating taxi or car hire services with a fleet of fewer than 25 vehicles.
4. Producing exercise books and other basic stationery.
5. Retailing finished pharmaceutical products.
6. Producing, supplying or retailing sachet water.

Two categories that appeared under Act 865 are no longer included in the reserved list: pool betting and lotteries, and printing recharge scratch cards. Their removal does not mean those activities are unregulated, since gaming, lotteries and related activities remain subject to sector legislation.

Who must register with GIPA and how often must registration be renewed?

Under sections 34 and 35, an enterprise with foreign participation must register with the Authority after incorporation or registration and before commencing operations. Registration must then be renewed every year.

A wholly Ghanaian-owned enterprise may register voluntarily. Once it chooses to register, it is also required to renew its registration annually.

The Authority is required to complete registration within five days after receiving a complete application. The statutory period depends on the application being complete, which makes document readiness important.

Businesses should update their compliance calendars, retire the two-year renewal cycle applied under the former regime, assign responsibility for monitoring the renewal date and retain the renewed certificate. Failure to renew can prevent an enterprise from applying a benefit or incentive available under Act 1173.

Does a business need GIPA approval before opening a branch?

A registered enterprise must apply in writing for the Authority's approval before establishing a branch.

Before adding an operating location, management should determine whether the proposed location constitutes a branch under the Act and whether approval is required. Businesses with existing multiple locations should compile a register showing the legal status of each location, the activities conducted there, the date operations commenced, approvals held, registrations with other authorities, and whether GIPA approval has been obtained.

The requirement should not be treated as an address update exercise. Operating a branch without the required approval, or operating from an unapproved branch location, may attract an administrative penalty.

Are tax incentives automatic under Act 1173?

No. Registration with GIPA does not automatically grant a tax holiday, exemption or concession.

Sections 37 and 38 establish two pathways: industry specific or programme specific incentives introduced by legislative instrument, and special incentives for qualifying strategic investments in priority areas determined by Cabinet.

Any exemption must also satisfy the Exemptions Act, 2022 (Act 1083) and the relevant tax legislation. The Authority is expected to communicate a decision on an application for a strategic investment incentive within 30 days.

Businesses should not record or apply a tax benefit solely because it appears in an investment approval or registration certificate. The legal basis should be traced through Act 1173, Act 1083, the applicable legislative instrument, the Income Tax Act, 2015 (Act 896), the customs legislation and schedules, the VAT legislation, and any required parliamentary, ministerial or Ghana Revenue Authority approval.

How do expatriate quotas work under Act 1173?

Section 49 replaces the former system of one to four automatic quotas with a set of capital linked bands. The entry band provides two expatriate positions for an enterprise with paid-up capital from US$50,000 to US$500,000, and the top band provides twelve positions for an enterprise with capital above US$10 million. The intermediate bands are set out in section 49, and the applicable band should be confirmed with the Authority on registration. A quota is valid for five years and may be renewed every five years.

A quota does not constitute a work permit, residence permit or visa approval. Under section 50, the Authority must submit its work permit recommendation to the Immigration Service within five days. The final immigration decision remains subject to the applicable immigration legislation and the authority of the Immigration Service, which retains discretion to refuse a visa to an expatriate to whom a quota relates.

Businesses should reconcile quota positions, named expatriate employees, work permits, residence permits, employment contracts, payroll records, tax registrations and understudy or localisation arrangements.

Why do technology transfer agreements have major tax consequences?

Section 52 requires qualifying technology transfer agreements to be registered with the Authority. A registered agreement takes effect on registration, remains valid for five years, is renewable every five years, and may be renewed in consultation with the relevant sector regulator. The Technology Transfer Regulations, 1992 (L.I. 1547) are preserved under the savings provisions.

A business should not review registration in isolation. It should also determine whether each payment is a royalty, management fee, technical service fee, licence fee or another category; assess withholding tax obligations and deductibility under the Income Tax Act, 2015 (Act 896); test the arm's length basis of the charge and the transfer pricing documentation required under the Transfer Pricing Regulations, 2020 (L.I. 2412); confirm foreign exchange and bank remittance requirements; consider VAT implications and related party disclosures; and review the accounting treatment of software, licences and other intangible assets.

Where an agreement is unregistered at the reporting date, management and the auditor should consider whether the related payable, expense, tax deduction or intangible asset has been recognised appropriately.

What are the administrative penalties under Act 1173?

Section 56 introduces direct administrative penalties for specified contraventions. The statutory liability is expressed in penalty units.

Continuing breaches add 100 to 2,000 penalty units per month according to the category. A penalty unit is GHS 12, and any cedi conversion should be checked against the penalty unit value applicable at the date of assessment.

Unpaid administrative penalties may result in restrictions on benefits, incentives or services, and may be recovered as a civil debt.

What monitoring powers does the GIPA Act introduce?

Section 46 gives the Authority a stronger platform for monitoring compliance. The framework includes a national investment registry, annual compliance reviews, investment surveys, access to business premises by an appropriately identified officer, and the collection and verification of information relating to investment activities.

Businesses should expect registration information to be compared with company registration records, beneficial ownership filings, tax returns, customs and import records, employment records, work permits, financial statements, bank remittance documentation and technology transfer registrations.

Management should ensure that information submitted to different regulators is complete and consistent. Inconsistency between a GIPA filing, a tax return and the audited financial statements is now more likely to be identified.

What investor grievance and dispute resolution processes are available?

Section 43 introduces a statutory investor grievance mechanism for investment related complaints against government institutions, subject to fixed statutory timelines for submission, acknowledgement, facilitation and communication of the outcome.

The mechanism does not replace a tax objection, tax appeal, judicial review application or another statutory process. Separate legal deadlines must still be observed.

Section 44 provides for dispute resolution. Parties should first attempt an amicable settlement. Where they do not agree on another method, the statutory default is mediation under the Alternative Dispute Resolution Act, 2010 (Act 798).

Contracts, investment agreements and board papers should be reviewed to confirm that dispute resolution clauses are consistent with the new framework.

What does Act 1173 say about citizenship by investment?

Section 39 requires the Ministry responsible for the Interior to initiate legislation on citizenship by investment.

Act 1173 does not, by itself, create an operational citizenship by investment programme. Eligibility criteria, investment thresholds, application procedures and safeguards will depend on the legislation subsequently introduced.

Investors should be cautious of any claim that registration or investment under Act 1173 presently guarantees Ghanaian citizenship.

How does the Act support Ghanaian businesses investing abroad?

The Authority's mandate is no longer limited to attracting investment into Ghana. Section 4 requires GIPA to promote and facilitate outward investment by Ghanaian enterprises, including expansion into regional and global markets and improvements in their international competitiveness.

This may support Ghanaian businesses establishing foreign subsidiaries or branches, entering cross-border joint ventures, acquiring foreign businesses or assets, entering export markets, structuring regional operations, or using opportunities created by AfCFTA.

Ghanaian enterprises planning outward investment must still consider the tax, foreign exchange, transfer pricing, funding, withholding tax and double taxation implications of the proposed structure.

Are existing registrations and incentives still protected?

Section 60 contains extensive repeal and savings provisions. An enterprise registered under Act 865 continues as registered under Act 1173; a pending application continues before the Authority; qualifying existing benefits and incentives are preserved; existing expatriate quotas and work permits continue until expiry or renewal; L.I. 1547 remains in force; an existing registered technology transfer agreement is treated as registered under Act 1173; and specified pre-commencement offences, penalties and proceedings remain governed by Act 865.

Section 60(5) preserves qualifying pre-commencement benefits in addition to benefits available under Act 1173. The transitional provisions are therefore protective rather than confiscatory.

Businesses must nevertheless comply with the new annual renewal and continuing compliance requirements. The savings provisions do not remove future renewal, reporting or monitoring obligations.

What should businesses do now?

1. Reassess whether the enterprise conducts trading, including where resale is one material part of a broader business.
2. Confirm whether the US$500,000 cash equity requirement applies.
3. Review beneficial ownership and directorship under section 35(3).
4. Test whether at least 75% of employees in an affected trading enterprise are skilled Ghanaians.
5. Replace the former two-year registration cycle with annual renewal.
6. Add annual renewal to the compliance calendars of voluntarily registered Ghanaian-owned enterprises.
7. Review every branch and obtain approval where required.
8. Confirm the legal basis for each benefit, incentive, exemption and concession.
9. Review expatriate quota entitlements, work permits and residence permits.
10. Review all technology transfer agreements and related tax deductions.
11. Reconcile regulatory filings with accounting records and audited financial statements.
12. Preserve evidence supporting registrations, permits, benefits, quotas and agreements continued from Act 865.
13. Prepare for annual compliance reviews, investment surveys and possible premises inspections.
14. Monitor new regulations, administrative rules, forms, fees and strategic investment criteria.

Where the position is unclear, particularly on trading classification, beneficial ownership or the basis of an incentive already being applied, an advisory review is quicker and cheaper than a penalty assessment.