Executive summary

The Ghana Investment Promotion Authority Act, 2026 (Act 1173) (GIPA Act or the Act) is now in force, effective 15 July 2026. The Act positions the Ghana Investment Promotion Authority (GIPA) as Ghana's one-stop shop for investment facilitation and, among other functions, makes the GIPA responsible for promoting and regulating technology transfer agreements (TTAs) in a manner that ensures fair value, strengthens local capacity, enhances innovation and contributes to sustainable development of the Ghanaian economy. In carrying out this mandate, the GIPA is required to coordinate its activities with other relevant entities and government agencies.

The GIPA Act introduces new requirements and reinforces existing regulatory obligations for multinational enterprises (MNEs) operating (incorporated or registered) in Ghana. The conditions precedent that trigger registration of a TTA have been heightened to require entities in Ghana that engage foreign entities or enterprises for technology transfer to register the related agreement.

This Tax Alert highlights the principles and requirements underpinning registration of qualifying agreements and outlines the consequences for failure to register as provided for by law.

Heightened requirements for registering TTAs

Broadened scope of what constitutes a TTA

Qualifying transactions fall within four categories:

1. Category 1 — Industrial property rights: Under the previous regime, trademarks, service marks and trade names were generally excluded from the definition of industrial property rights for technology transfer purposes. The GIPA Act expands the scope by expressly bringing all industrial property rights within its ambit. As a result, the assignment, sale or licensing of foreign patents, trademarks, service marks, trade names and other industrial property rights to persons in Ghana may qualify as technology transfer and trigger the TTA registration requirement. These rights must be registered or otherwise recognized and enforceable under the laws of the foreign country from which they originate.
2. Category 2 — Foreign technology knowledge: This category is distinct from industrial property rights. While Category 1 relates to the transfer or licensing of legally protected intellectual property rights, Category 2 concerns the transfer of technological knowledge, expertise and know-how. Under the GIPA Act, the definition has been broadened from the more prescriptive approach under the previous regime to an inclusive one. As a result, arrangements involving software, instructions, guides, models, formulae, feasibility studies and similar forms of technological knowledge may constitute technology transfer, even if no intellectual property right is assigned, sold or licensed.
3. Category 3 — Technical services: The GIPA Act expands the scope of this category beyond the previous references to foreign technical advisory services and technical assistance to include "any other technical service" provided by a foreign enterprise. The form in which the services are provided does not determine whether they fall within the scope of technical services. This broadens the range of services that may qualify as technology transfer and reduces some uncertainty that existed under the previous regime. Accordingly, if a foreign enterprise provides specialized technical services, expertise, or support to a Ghanaian enterprise, the arrangement may constitute a TTA and require registration with the GIPA, subject to the facts and circumstances of the particular arrangement.
4. Category 4 — Management services: The GIPA Act limits "management services" to providing managerial personnel in Ghana for day-to-day management or administration of the entity in Ghana. There is a new exclusive clause that permits such provision of managerial personnel to be excluded from the "management services" category if the foreign enterprise owns 60% of the equity capital in the Ghana entity.

Duration

Under the GIPA Act, an agreement must have a duration of at least 12 months, rather than 18 months as currently required. Therefore, investors with agreements lasting 12 months or more may now be subject to TTA registration requirements, increasing their compliance obligations.

Validity period

Initial: The initial registration period for a TTA has been reduced from up to 10 years under the previous regime to five years under the GIPA Act, necessitating more frequent renewals and increasing compliance requirements for investors.

Renewal: Under both the old and new regimes, renewal is required every five years.

Because enforceability remains prospective, businesses should timely register the agreement to help address potential cashflow and tax leakages.

Monitoring compliance

The Act establishes a national reporting system to undertake activities that, in part, assesses compliance of foreign entities in Ghana with regard to technology transfer. The expectation is that the GIPA will conduct regular audits on foreign entities to ensure full compliance with the law. Thus, foreign entities that procure technology transfer support from nonresident persons for their operations in Ghana must review their transaction-flow framework to address any noncompliance issues.

Exposure for noncompliance

Administrative sanctions

A new administrative penalty allows the GIPA to sanction enterprises for specific noncompliance matters. Under technology transfer, sanctions exposure crystallizes under two scenarios — specifically, if a person or enterprise either: (1) transfers fees and charges for technology transfers that are unregistered or ultra vires with the terms under technology transfers; or (2) facilitates such transfers. Thus, aiding and abetting the transfer of funds out of Ghana to pay for an unapproved technology transfer is administratively sanctionable.

The administrative penalties are as follows:

• Administrative penalty ranging from 10,000 to 20,000 penalty units (i.e., 120,000 Ghana cedi (GHS 120,000) to GHS 240,000)
• Additional penalty of 1,000 to 2,000 penalty units (i.e., GHS 12,000 to GHS 24,000) for each month that the noncompliance continues

Entities in Ghana that engage foreign entities for any ongoing professional advisory services, management advisory services, technical services, technology knowledge support and use of intangible assets must carefully consider the new requirements, as monthly exposure for noncompliance can be significant.

Criminal offenses

Unlike the previous act, which largely provided general penalties for offenses, the GIPA Act prescribes specific penalties for certain contraventions. Further, the fines are higher under the GIPA Act than under the previous act. Relevant penalties in the context of TTAs include:

• General breach: Contravening a provision of the Act, including by failing to register a TTA, constitutes an offense and attracts a fine of 2,000 to 4,000 penalty units (GHS 24,000 to GHS 48,000) upon summary conviction.
• Breach for failure to provide information: Failure to provide information requested during GIPA's monitoring activities attracts a fine of 3,000 to 5,000 penalty units (GHS 36,000 to GHS 60,000) upon on summary conviction.
• Breach for false or misleading information: Submitting false or misleading information, whether knowingly or negligently, attracts a fine of 5,000 to 10,000 penalty units (GHS 60,000 to GHS 120,000) upon summary conviction.

For continued offenses relating to any of the criminal breaches outlined above, an additional fine of 100 to 200 penalty units (GHS 1,200 to GHS 2,400) may be imposed upon summary conviction for each month that the contravention continues.

Denial of tax benefit

The GIPA Act provides that fees paid under a TTA are not deductible for corporate income tax purposes unless the TTA is registered. Consequently, tax deductions claimed for payments made under an unregistered TTA may be disallowed, potentially increasing the taxpayer's taxable profits and corporate tax liability.

Cash repatriation issue

The GIPA Act specifically requires licensed banks to verify that a TTA is duly registered before processing any payments relating to fees under the agreement. Consequently, foreign investors, licensors and other service providers may be unable to receive payments for services rendered, royalties, management fees and other TTA-related charges if the TTA has not been registered. Licensed banks in Ghana may now face GIPA administrative sanctions if they allow funds to be repatriated in breach of the TTA requirements.

Additional sanctions

In addition to the above penalties, the GIPA may, in consultation with the relevant government institution:

• Require payment of any tax arising from fees deducted under an unregistered TTA
• Direct the Bank of Ghana to suspend remittances, including transfers of capital, profits and dividends by the enterprise
• Take any other action the GIPA Board considers appropriate

Next steps for businesses

Given the scope and impact of the GIPA Act, businesses with presence in Ghana should proactively consider the following actions.

Identifying affected arrangements

Affected businesses should consider reviewing all existing and proposed cross-border agreements involving technology transfers procured from foreign entities. These may include advisory services, management services, technical services, industrial property rights, technology knowledge support and any other technical services.

Assessing whether agreements qualify as TTAs

When an entity in Ghana procures services from a nonresident person in any form, it is important to assess TTA compliance by looking at the contract's duration, the nature of services provided and the substance of the transaction — not just at contract labels. The requirement to comply applies regardless of whether payment is made from Ghana.

Evaluating financial and tax exposure

Entities must assess whether their circumstances require compliance with rules governing tax deductibility, withholding tax, cash repatriation and other related issues.

Regularizing and registering where required

Early registration can help address penalty issues and preserve enforceability.

The Technology Transfer Regulations, 1992 (LI 1547), which set fee thresholds for technology transfer transactions, remain enforceable.