We believe you will find this material helpful for your financial business in Ghana which is considered one of the safest countries in Africa in terms of doing business, and life in general.
Acquiring control of a bank in this West African state implies direct ownership of a significant stake in the institution.
No person may acquire and exercise control over a bank in Ghana without the appropriate permission of the country's main financial regulator, the Central Bank of Ghana.
In the case of an open method of placing shares, the shareholder who has acquired the right to control the bank is obliged to submit the necessary documents to the regulator simultaneously with a report on the results of the placement of shares.
What does ‘control’ mean?
It means that a person or group of persons, by agreement (directly or indirectly):
- own at least 25% of voting rights;
- have the right to appoint or remove members of the board of directors;
- have a significant impact on how the bank is managed.
Any individual or legal entity can obtain a controlling stake in a Ghana bank. Any interested person can freely acquire a stake regardless of whether they are national or foreign.
The board of directors can limit the ownership of the bank or the percentage of ownership to a certain percentage for all or some types of owners.
If you’ve gained control of a bank
If the organization is the parent company for the bank, it must register with the Central Bank. The board of directors may remove the registration requirement for a foreign bank if it suspects that the bank is subject to consolidated supervision in another country. Such institutions are prohibited from acquiring an interest in a commercial company in Ghana, an agricultural or industrial enterprise, or an unincorporated organization.
In the event that two or more persons indirectly own, dispose and/or manage the bank's shares, the permission to acquire control of the named persons must also include information about each of the persons entitled to control the bank, including their individual and total share in the authorized capital.
To gain control of a bank in Ghana, an application for approval must be submitted to the financial regulator three months before the date of the proposed transaction. The term for consideration of an application for acquiring control over a bank is 60 days after the applicant has submitted the last document required to make a decision on whether the application is approved or rejected.
Additional documents requested by the Central Bank must be submitted within 30 days after receiving the request of the regulator. If the requested information is not provided within the specified time, all submitted documents are returned to the applicant without making a decision on his application.
If the buyer is a foreign bank, it must seek consent from its place of registration, otherwise the financial regulator of Ghana may not approve the transaction.
If you are planning to start an M&A of banks in Ghana, or initiate a deal to combine the share capital of banks in this jurisdiction, then you will also definitely need permission from the Securities and Exchange Commission.
Overseas representatives can register a branch of a foreign bank in Ghana or set up a private limited company in Ghana on the same basis and conditions as local ones.
Setting up a foreign bank in Ghana as a representative office is rare. At the moment, three licensed and authorized foreign banks operate in this jurisdiction, acting as a representative office or branch.
Documents for acquiring control over the bank of Ghana:
- a certified copy of the constituent documents of the acquirer;
- information about the applicant;
- sources of funds for acquisition;
- a letter from the applicant's country of origin stating that it does not object to the acquisition of a banking institution in Ghana;
- information on any sanctions imposed on the applicant by the government authorities, by the court within three years prior to the date of the applicant's submission of the application or confirmation of their absence.
If you are interested in establishing a branch of a foreign bank in Ghana, or if you want to acquire a full stake in a functioning bank in Ghana, do not hesitate to contact our legal advisors directly in a way convenient for you. We advise and provide clients with full legal assistance at all stages of the transaction.