30th March 2026 – The Parliament of Ghana, on Thursday, 26th March 2026, passed the Ghana Investment Promotion Authority Bill, 2025. This Bill repeals the existing Ghana Investment Promotion Centre Act, 2013 (Act 865) and introduces significant changes. The first change is that the GIPC will be renamed the Ghana Investment Promotion Authority (GIPA) and is capable of issuing administrative penalties.
Aside from a trading enterprise, a non-citizen no longer has any minimum capital requirement. That is, the existing $200,000 and $500,000 minimum capital requirements for foreigners partnering with Ghanaian or wholly owning a company have been removed. For trading enterprises, the minimum capital has been reduced from $1m to $500,000, although now, at least 75% of employees must be skilled Ghanaians.
For taxpayers with Technology Transfer Agreements (TTAs), there are significant changes for you. The minimum duration for an agreement to qualify as a TTA has been reduced from 18 months to 12 months. This means agreements which were previously outside the scope of registration must now be registered. The new bill tightens the benefits of registering a TTA. Now, a bank is expressly prohibited from making payments relating to an unregistered TTA. Previously, this was only a directive from the Bank of Ghana. Fees and expenses under an unregistered TTA cannot also be deducted for income tax purposes. This provision negates the Court of Appeal’s decision in the case Beiersdorf Ghana Limited v Commissioner-General, where the court held that the tax authority acted unlawfully in denying tax deduction for expenses under unregistered TTAs.
| Technology Transfer Agreement | ||
|---|---|---|
| Topic | Act 865 (Existing Law) | Bill 2025 |
| Minimum duration of TTA | Not less than 18 months | Not less than 12 months |
| Validity and renewal | Valid for 10 years. Renewable every 5 years with approval of Centre and relevant sector regulator. | Valid for 5 years and subject to renewal every 5 years in consultation with the relevant sector regulator |
| Bank payment restrictions | Not expressly provided | Licensed bank shall not make payment to credit of a person outside the country unless party presents (a) certificate of registration and (b) copy of the TTA certified by the Authority |
| Tax deductibility | Not expressly addressed | Fees and charges under an unregistered TTA shall not be treated as a deductible tax expense under the Income Tax Act, 2015 (Act 896) |
| Enforceability | Not expressly addressed. However, mentioned in LI 1547 | A TTA that is not registered is not legally enforceable |
| Definition of TTA | Covers assignment/sale/licensing of industrial property (except standalone trademarks); feasibility studies, engineering designs, etc.; installation/operation knowledge; machinery acquisition knowledge | Covers assignment/sale/licensing of foreign patents, foreign trademarks and other foreign industrial property rights (broader inclusion of trademarks); foreign technological knowledge including software ; foreign technical advisory services; foreign managerial personnel (with pro rata payment reduction where foreign enterprise owns > 60% equity) |
There used to be a debate on whether there is any lawful procedure for the registration of a TTA. This is because the current procedure is contained in L.I. 1547, which was made under a repealed law. As it was not specifically saved, some persons believed it no longer has any force of law. That is, although there is a general requirement to register a TTA, there is no procedure and so TTAs may not be registered. Others believe so long as a law has been repealed and replaced, subsidiary legislations that are not expressly saved are continued into force by the Interpretation Act unless they are inconsistent with the replacement law. The new GIPA law resolves that debate and expressly saves L.I. 1547. So, now, there is no excuse to avoid using L.I. 1547.
Severe sanctions will apply to any person or an enterprise trying to make payments under unregistered TTAs. An administrative penalty of between GHS120,000 and GHS240,000 applies to a person or enterprise that transfers or facilitates the transfer of a fee and a charge under an unregistered TTA. The same penalty applies if the fee is inconsistent with a registered TTA. If the contravention continues, an additional administrative penalty of between GHS12,000 and GHS24,000 applies for each month that the contravention continues.
Businesses are encouraged to prepare for the new law, which is expected to be assented to by the President and gazetted soon to take effect. For a detailed analysis of all the significant changes, visit this page.
