Ghana has long been one of West Africa’s most attractive destinations for foreign direct investment, underpinned by significant mineral reserves including gold, oil and green minerals, and a reputation as one of Africa’s most stable democracies.
Ranked the sixth most attractive destination for investment in Africa, Ghana is also positioning itself as a gateway to the broader African market through its membership of the African Continental Free Trade Agreement (AfCFTA) and by hosting the AfCFTA Secretariat. Since 2013, Ghana’s investment regime has been founded on the Ghana Investment Promotion Centre Act, 2013.
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Obstacles have persisted, however. For instance, the 2013 Act’s uniform minimum capital requirements are perceived to hinder investment in less capital-intensive but still vital sectors such as technology and services. Ambiguities regarding key regulatory definitions, including around trading enterprises and technology transfer, have also caused uncertainty in relation to compliance.
These challenges, compounded by the need to harmonise Ghana’s investment regime with the AfCFTA and new domestic legislation – including the Public Financial Management Act 2016, the Companies Act 2019 and the Exemptions Act 2022 – have prompted the passage of the Ghana Investment Promotion Authority Bill, 2025, in the country’s parliament this March. The bill, which replaces the 2013 act and transitions the Ghana Investment Promotion Centre into the Ghana Investment Promotion Authority (GIPA), aims to foster a transparent and predictable investment climate. Presidential assent, and thus entry into full force, is expected imminently.
construction and international arbitration. Credit: Kwadwo Sarkodie.
litigation, corporate advisory and international arbitration. He is an
associate at Sam Okudzeto & Associates. Credit: Prince Asafo-Adjei.
Dispute resolution: a critical change
Foreign investors should take note of the bill’s changes concerning dispute resolution. Under the 2013 act, investors had a stand-alone statutory right to submit disputes with local counterparts to arbitration under the UN Commission on International Trade Law (UNCITRAL) rules, without requiring a bilateral investment treaty (BIT) or a specific contractual arbitration clause. The bill removes this default provision. Investors may now access arbitration only through two paths: within the framework of an applicable BIT or multilateral investment agreement (if they have a qualifying investment), or pursuant to a written arbitration agreement between the parties.
For investors that do have the benefit of a BIT, the practical impact may be limited. The UK-Ghana BIT, for example, permits investors to refer disputes to UNCITRAL or International Centre for Settlement of Investment Disputes arbitration, and treaty obligations prevail over inconsistent domestic legislation. However, for investors from jurisdictions without a BIT with Ghana, the change is significant: they must ensure that arbitration rights are included in their investment agreements, without the fallback of a default statutory entitlement.
Additionally, under the bill the default entitlement to arbitration has been substituted with mediation (under the Alternative Dispute Resolution Act, 2010). The bill also introduces a formal investor grievance mechanism, whereby the GIPA shall facilitate the resolution of administrative grievances within three months. While this is a welcome addition, it does not compensate for the loss of a default right to arbitration.
How investors should tackle these changes
Investors from jurisdictions with BITs in force with Ghana – including the UK, the Netherlands, Germany, Switzerland and China – should carefully review their corporate and investment structures to ensure that they qualify for treaty protection. Those from other countries should ensure that a specific arbitration mechanism is agreed in writing as part of their initial investment documents, identifying the preferred arbitral seat, procedural rules and administering institution. This is particularly pertinent for investors from other African countries, given that Article 49 of the AfCFTA Protocol on Investment will terminate existing BITs between state parties within five years of entry into force.
Other notable changes
Beyond dispute resolution, the bill introduces several reforms directed at enhancing Ghana’s competitiveness. These include the removal of blanket minimum capital requirements for non-trading enterprises, the introduction of a citizenship-by-investment pathway and expanded expatriate quotas tied to investment size.
A new landscape: implications for investors
The bill’s objectives, of addressing obstacles to foreign investment and aligning Ghana’s investment framework with contemporary realities, are commendable. However, it also brings greater state control over, and limits on, access to international arbitration. Investors should approach the new landscape with care, and with renewed focus on ensuring that their dispute resolution rights are stated expressly from the outset.
Kwadwo Sarkodie is a partner at Mayer Brown International, focusing on
construction and international arbitration. Prince Asafo-Adjei is a disputes lawyer with experience in commercial litigation, corporate advisory and international arbitration. He is an associate at Sam Okudzeto & Associates.
