By 
Nana Ama Botchway, Managing Partner, N. Dowuona & Company
Ghana’s investment regime is undergoing a major transition with the passage of the new GIPA Act, replacing the previous framework. From your perspective, what are the most significant milestones in Ghana’s investment legal framework over the past decade, and how does this new legislation build on them?
Nana Ama Botchway: The GIPA Act is the latest in a series of reforms over the past decade of Ghana’s legal and regulatory framework. The Companies Act, 2019 was another important reform. It brought our company law up to date and strengthened corporate governance following the spate of banking sector and other corporate failures that highlighted the cost of weak governance and poor director accountability. The introduction of business rescue through administration and restructuring under the Corporate Insolvency and Restructuring Act, 2020 was another significant step. There have also been important developments in environmental, data protection, fintech and cybersecurity regulation. Data protection and cybersecurity are essential to the development of Ghana’s digital economy. Fintech regulation and digital financial services have improved financial inclusion, revolutionised payment systems and the way business is conducted and created opportunities in areas such as digital platforms, data services and embedded finance. The GIPA Act builds on all of this and reflects a shift in how the government intends to position Ghana as an investment destination and a gateway to other African markets.
The new law introduces sweeping changes, including the removal of minimum capital requirements for most sectors and expanded compliance obligations. How do these reforms reshape Ghana’s attractiveness to foreign direct investment?
Nana Ama Botchway: Removing the general GIPA minimum capital thresholds matters because many businesses Ghana should attract to develop Ghana’s digital economy are not capital-intensive at entry. Technology companies, fintech businesses, regional service providers, climate-related businesses, IP-driven companies, logistics platforms and professional services firms may bring technology, expertise and access to markets rather than substantial upfront capital. A rigid minimum capital regime can therefore exclude the very businesses Ghana wants to attract. The Act reduces these barriers to entry while imposing greater compliance obligations, which is a better model in my view. That does not mean all capital requirements have gone. Foreign participation in trading enterprises still requires US$500,000 in cash equity, and at least 75% of their employees must be skilled Ghanaians. Sector-specific capital requirements also remain.
The Act also expands the mandate of the new authority, positioning it as a central investment facilitation hub and linking it to continental initiatives such as AfCFTA. How do you see this influencing cross-border investment flows and Ghana’s role as a regional investment gateway?
Nana Ama Botchway: Ghana has a real opportunity to attract regional investment, but we need to address the practical challenges of doing business if we are to capitalise on it. Investors do not experience Ghana only through the investment promotion authority. They also experience Ghana through the tax authority, immigration, the land registry, the Bank of Ghana, the Data Protection Commission, environmental regulators, sector regulators, local government and more. We need to make all of this much easier, quicker, more predictable and cheaper. We tend to focus a lot on investment inflows and not so much on supporting Ghanaian businesses. If we are to promote investment from Ghana into the rest of Africa, we have to provide more effective support for local businesses by improving access to capital and taking a risk-based approach to compliance. That means making compliance proportionate to the risks, not lowering standards. We also need to improve infrastructure and education to reduce the cost of doing business. Some of these changes are underway but we need to accelerate progress.
While the reforms lower barriers to entry, they also introduce stricter enforcement mechanisms, including anti-fronting provisions and enhanced regulatory oversight. From a legal standpoint, how should investors navigate this evolving compliance landscape?
Nana Ama Botchway: Investors need to do more due diligence before market entry to identify genuine partners and collaborators with whom they can build their businesses. Where local participation is required, they must look for strong local partners with the financial resources, technical expertise or other capabilities needed by the business. Finding the right partner is not always easy, which is why investors need to do that work early. Increasingly there are also Ghanaian institutional investors that can be considered. Entering the market and then trying to find a “fix” for the local participation “problem” that is superficial, artificial or short term is very risky.
But I think the government also has to look at the compliance landscape. Ghana is right to want investment that builds local capacity, creates opportunities for Ghanaian businesses, and deepens Ghanaian ownership. The difficulty is that when mandatory participation exceeds locally available capital, it can create an incentive for fronting. That does not excuse such arrangements, but if we want to achieve meaningful local participation, we need to address it. In the heavily capital intensive sectors, I think we may need to revisit some of the regulatory requirements and adjust them to allow for local participation to increase gradually over time, with clear milestones. Clear, phased participation requirements would give investors more certainty than case-by-case exemptions.
Technology transfer also needs careful attention. The GIPA Act expressly recognises software, but it preserves the Technology Transfer Regulations, 1992 (L.I. 1547), which were designed for an earlier economy. Those regulations are easier to understand in the context of traditional industrial know-how, technical assistance, manufacturing processes and licensing arrangements. They are much harder to apply neatly to software licensing, platform agreements, cloud services, SaaS models, API-based delivery, artificial intelligence tools, data infrastructure, embedded finance, and other IP-heavy digital business models. Until those regulations are modernised, Ghana will continue to be a less attractive destination for investors in technology-enabled businesses.
INVESTORS ARE NOT LOOKING FOR A COUNTRY WITHOUT REGULATION; THEY WANT CLARITY, PREDICTABILITY, TRANSPARENCY AND REASONABLE TIMELINES
Looking ahead, how would you assess the expected impact of the new investment regime on Ghana’s performance going forward, particularly in terms of deal flow, investor confidence, and sectoral diversification?
Nana Ama Botchway: The GIPA Act is an important reform that should strengthen Ghana’s competitiveness as an investment destination. It should make it easier for businesses that bring technology, expertise and innovation rather than large amounts of upfront capital to enter the market. That should help increase deal flow across a wider range of sectors, but getting those investments over the line will still depend on the practical conditions for doing business. Investor confidence should improve if the new regime is implemented well. Investors are looking for clarity, predictability, transparency, and reasonable timelines. The grievance mechanism, proposed one-stop shop and expanded facilitation mandate are welcome developments. But their impact will depend entirely on execution by GIPA and on investment facilitation being treated as a priority across government, supported by strong digital systems, accountability and effective inter-agency coordination. ■TG
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