Venture Capital Comparative Guide

1 Legal framework

1.1 Which general legislative provisions have relevance to venture capital investment in your jurisdiction?

The following general legislative provisions have relevance to venture capital investment in Ghana:

• Substantive laws:
• • Companies Act, 2019 (Act 992);
  • Securities Industry Act, 2016 (Act 929);
  • Ghana Investment Promotion Centre Act, 2013 (Act 865);
  • Venture Capital Trust Fund Act, 2004 (Act 680);
  • Income Tax Act, 2015 (Act 896), as amended;
  • Foreign Exchange Act, 2006 (Act 723);
  • Stamp Duty Act, 2005 (Act 689) as amended; and
  • Borrowers and Lenders Act, 2020 (Act 1052).
• Subsidiary legislation: Securities and Exchange Commission Guidelines for Private Funds, 2018 (Guideline SEC/GU1/002/04/2018).

1.2 What specific factors in your jurisdiction have particular relevance for, or appeal to, venture capital investors?

The following factors are relevant for, or appeal to, venture capital investors in Ghana:

• A dynamic tech and fintech landscape: Ghana's startup ecosystem is expanding rapidly, especially in sectors such as fintech, agritech, edtech and healthtech. Accra has become a regional tech hub, supported by incubators. Fintech in particular is thriving, with high mobile money adoption and a large unbanked population creating opportunities for scalable digital solutions. Supportive regulation from the Bank of Ghana has further enabled innovation in this space.
• An investor-friendly legal and policy framework: Ghana has a well-established legal system, supported by functional courts and alternative dispute resolution mechanisms. These provide investors with certainty, predictability and flexibility in dispute resolution, ensuring a stable and reliable business environment. Additionally, the government actively promotes entrepreneurship and investment through initiatives such as:
• • the Venture Capital Trust Fund, to support venture capital growth; and
  • the Year of Return and Beyond the Return initiatives, to bolster relations with the diasporan market and attract investment.
• A strong small and medium-sized enterprise (SME) ecosystem: Ghana's economy is dominated by SMEs, which comprised over 90% of businesses and employed more than 80% of the workforce as of 2023 (Statista). This provides numerous opportunities for investment, ranging from emerging areas to more traditional sectors. The dominance of SMEs makes Ghana particularly attractive for venture capital which targets small businesses for scaling.

2 Parties

2.1 What types of investors typically provide venture capital investment in your jurisdiction?

Ghana has a plethora of investors providing venture capital investment. The key types of venture capital investors in Ghana include:

• funds of funds (eg, the Venture Capital Trust Fund);
• local venture capital firms (licensed by the Securities and Exchange Commission of Ghana);
• development finance institutions (DFIs);
• foreign venture capital funds with a regional or Ghanaian focus;
• large corporations looking to make targeted investments in specific areas of interest;
• accelerators and incubators;
• family offices; and
• angel investors and angel networks.

2.2 What types of companies do venture capital investors typically seek to invest in in your jurisdiction? Is the investment done directly or through foreign holding structures?

Types of companies: Venture capital investors in Ghana (local and international) are generally looking for startups or early-stage growth companies that have the following:

• Scalable business models:
• • High growth potential with a path to regional or pan-African expansion.
  • Often tech-enabled or leveraging technology for efficiency.
• Strong founding teams:
• • Founders with domain expertise, execution ability and commitment.
  • Often favoured if they have some international exposure or repeat entrepreneur experience.
• Innovative or disruptive offerings:
• • Solving real, local problems using new or more efficient methods.
  • Startups that 'leapfrog' legacy systems – especially in fintech, health and agriculture.
• Impact potential (especially for impact or DFI investors):
• • Measurable social or environmental impact.
  • Sectors such as clean energy, financial inclusion, agriculture, education or health.

Investment structure: Venture capital investors invest either directly in local companies or through foreign holding structures. The choice often depends on factors such as:

• the specific investment strategy;
• investor preferences; and
• regulatory considerations.

Where a foreign holding company is used, the preferred jurisdictions are:

• Delaware;
• Mauritius;
• the British Virgin Islands;
• Malta;
• the Cayman Islands; and
• the Seychelles.

Investors buy equity in the foreign parent – not the Ghanaian entity – and the Ghanaian operates as a wholly owned subsidiary. Some local venture capital investors or DFIs may invest directly but this is more common in smaller/early-stage rounds.

2.3 How are these companies typically structured?

In Ghana, startups and businesses that receive venture capital funding are most commonly structured as private companies limited by shares. This type of company is favoured because it provides a flexible and investor-friendly framework. The liability of shareholders is limited to the amount unpaid on their shares, meaning that their personal assets are protected. Limited companies in Ghana:

• can have up to 50 shareholders; and
• are governed by a constitution (similar to articles of association) and a board of directors.

The limited company:

• must be registered with the Office of the Registrar of Companies; and
• is subject to ongoing compliance obligations such as filing annual returns.

This structure makes it suitable for both local operations and attracting foreign investment.

3 Structuring considerations

3.1 How are venture capital investments typically structured in your jurisdiction (eg, equity, quasi-equity (SAFE/KISS), debt, other), and how does structuring typically differ between seed-stage, early-stage and later-stage investments?

In Ghana, venture capital investments are typically structured using a mix of equity and quasi-equity instruments, with the structure depending largely on:

• the stage of the startup; and
• the investor's risk appetite.

Seed stage: At the seed stage, where startups are early and often pre-revenue, quasi-equity instruments such as simple agreements for future equity (SAFEs) and convertible notes are increasingly common. These instruments offer flexibility, defer valuation discussions and are quicker to execute, making them ideal for startups still validating their business model. Some investors also use keep it simple security (KISS) notes, though they are less widespread locally.

Early stage: As startups progress to the early stage (typically post-revenue but pre-profit), equity financing becomes more common. Investors take minority stakes in exchange for capital, often with standard shareholder agreements and board representation. Valuations become more structured and due diligence processes deepen. Some deals still blend equity and convertible instruments to manage dilution and valuation uncertainty.

Later stage: At the later stage, when startups have proven traction and clearer financials, deals are more formal and equity-based, often involving preferred shares with rights such as anti-dilution, liquidation preferences and voting control. At this stage, local investors may co-invest with regional or international funds, leading to more complex, globally aligned deal structures.

Revenue-based financing and venture debt: These are still relatively rare in Ghana but are beginning to emerge, especially for companies with predictable cash flows. Grant-linked or blended finance instruments may also be used, particularly in sectors such as agritech, health or climate-related ventures, often backed by development finance institutions.

3.2 What are the potential advantages and disadvantages of the available investment structures?

Equity:

• Advantages: Provides long-term capital without repayment, ideal for startups. Investors often gain board seats and voting rights, influencing key decisions. Many venture capital investors in Ghana offer mentorship, networks and support. Equity offers clear exit options via initial public offerings, acquisition or secondary sales.
• Disadvantages: Valuation is challenging for early-stage Ghanaian startups. Local exit options are limited, with liquidity often taking five to 10 years. Founders face dilution; and under Ghana's Corporate Insolvency and Restructuring Act, 2020 (Act 1015), equity holders rank last in liquidation.

Quasi-equity (convertible notes, SAFE):

• Advantages: Founder-friendly and defers valuation to a future round. Simple, quick and cost effective to execute. Converts to equity only on defined triggers. In insolvency, convertible note holders may rank higher than equity investors as unsecured creditors.
• Disadvantages: Offers no investor control until conversion, which may deter traditional venture capital investors. Ghana's legal framework for instruments such as SAFEs/KISS is still evolving, with uncertain enforceability. For SAFEs, if no priced round occurs, conversion terms can remain unresolved.

Debt (venture debt):

• Advantages: Preserves founder ownership and can be faster to arrange.
• Disadvantages: Puts strain on early-stage cash flows. Local lenders often require collateral, which startups may lack. Enforcement of debt claims can be slow and few venture capital investors in Ghana offer venture debt.

3.3 What specific issues should be borne in mind in relation to cross-border venture capital investments?

The following are key considerations in cross-border venture capital investments:

• Ghana Investment Promotion Centre (GIPC) capital requirements: Under Section 28 of the GIPC Act, 2013 (Act 865), foreign investors must meet the minimum capital requirements of:
• • $500,000 for wholly foreign-owned businesses; and
  • $200,000 for joint ventures with a Ghanaian, with the Ghanaian holding at least 10%.
• The investment must be in cash or capital goods or both.
• Restricted sectors: Non-Ghanaians are prohibited from investing in specific sectors reserved for citizens or wholly Ghanaian-owned enterprises. These include:
• • beauty salons and barber shops;
  • retail of finished pharmaceutical products;
  • taxi services with fewer than 25 vehicles;
  • production of exercise books/basic stationery;
  • market-based retail services;
  • production and retail of sachet water; and
  • all pool betting and lottery (except football betting).
• Technology Transfer Regulations, 1992 (LI 1547): Under LI 1547, all technology transfer agreements must be registered with and approved by the GIPC. The law sets out mandatory agreement content and caps on fees and royalties. Venture capital investors transferring technology must comply with these terms.
• Taxation: Non-resident investors are subject to capital gains tax and withholding tax on dividends and asset disposals. However, Ghana's double taxation treaties with several countries may reduce this burden.
• Local participation requirements: Certain regulated sectors require minimum Ghanaian ownership. These requirements impact shareholding structures and often necessitate transfer restrictions in investment agreements to maintain compliance.

3.4 What specific issues should be borne in mind when multiple investors are involved (eg, pooling)?

In addition to the considerations outlined in question 3.3, the following are important:

• Forex risk: The participation of multiple investors may involve the use of multiple currencies. Investors must ensure that measures are put in place to correct any sharp rises or declines in exchange rates. Alternatively, funds may be pooled in a single relatively stable currency.
• Data protection and privacy: The investment process usually includes the exchange of several documents, some of which may contain sensitive information that may affect the business of a party if disclosed. The participation of multiple investors increases the risk of data breaches and accidental disclosures. Robust non-disclosure and confidentiality agreements must be signed to ensure the protection of such information.

4 Investment process

4.1 How does the investment process typically unfold? What are the key milestones?

Equity financing:

• Target identification: The venture capital investor will either find or be presented with prospects, which will go through an initial assessment aimed at reviewing their business model, potential and overall suitability.
• Preliminary matters: The venture capital investor and the target will sign preliminary documents including non-disclosure agreements and term sheets specifying the key terms of the investment.
• Due diligence (legal, financial and technical): The target is evaluated on various factors such as:
• • operations;
  • finances;
  • growth;
  • technology;
  • intellectual property;
  • compliance; and
  • legal risks.
• This determines whether the venture capital investor proceeds with the investment or renegotiates the terms.
• Drafting and execution of relevant legal agreements: Key terms – including the investment amount, valuation, governance rights and exit – will be agreed upon and drafted. Where regulatory approval is required for a change in shareholding, draft agreements and other relevant information are sent to the respective regulator for approval prior to execution. Corporate approvals are also drafted at this point.
• Completion matters and funding: After execution of the relevant transaction documents, the investment amount is disbursed. The target will:
• • issue share certificates to the investor and update its register of members;
  • file the particulars of changes at the Office of the Registrar of Companies; and
  • if applicable, register or update its registration with the Ghana Investment Promotion Centre (GIPC).
• Post-investment support: The venture capital investor provides ongoing support including guidance, managerial assistance and access to networks aimed at boosting growth to maximise the return on investment
• Exit: The venture capital investor plans for an eventual exit from the target to realise a return on its investment.

Quasi-equity: Quasi-equity investments in Ghana are generally very similar to equity investment. The main differences are that:

• due diligence is limited; and
• instead of an exit, there is usually a conversion to equity (or in some convertible notes, a repayment of the debt).

Debt financing:

• Target borrower identification: The venture capital investor identifies a business seeking financing and screens to ensure that it meets the investment criteria.
• Preliminary matters: The venture capital investor will:
• • undertake a preliminary assessment of the target; and
  • sign the term sheet specifying the key terms of the loan.
• Due diligence: A legal review of company structure, ownership, existing liabilities, and a financial audit and review of bank statements and tax compliance is undertaken.
• Drafting and execution of loan agreement and security agreement (where applicable): Key terms – including the loan amount, interest rate, repayment structure and security to be granted – are negotiated and agreed on. Corporate approvals are also drafted at this point.
• Disbursement: Funds are released in full or in tranches tied to milestones or disbursement conditions. If required, the security is perfected at the various registries.
• Repayment: Periodic repayments of the principal and interest are made according to the agreement until the debt is fully repaid.

4.2 What types of due diligence (eg, legal, financial, technical) do venture capital investors typically conduct into prospective portfolio companies? What are key red flags for venture capital investors?

Venture capital investors in Ghana typically conduct two main types of due diligence: legal and financial. Occasionally, some venture capital investors may additionally undertake technical due diligence.

Legal due diligence: Focuses on:

• corporate structure;
• shareholding (cap table);
• regulatory compliance (eg, GIPC registration, licensing regimes);
• IP ownership;
• key contracts; and
• pending litigation.

Venture capital investors look for:

• clean incorporation documents;
• valid licensing; and
• properly assigned intellectual property.

Financial due diligence: Covers:

• historical financials;
• bank statements;
• tax compliance (Ghana Revenue Authority filings); and
• financial projections.

Investors assess:

• revenue reliability;
• cash flow;
• cost structure; and
• whether the startup maintains proper accounting practices.

Technical due diligence: Though not routine, some venture capital investors in Ghana conduct technical due diligence, especially for tech-focused startups. This includes evaluating:

• product scalability;
• software architecture;
• IP ownership; and
• security vulnerabilities.

Investors may also:

• validate customer feedback; and
• assess the founding team's technical competence.

These checks help to determine execution risk and product-market fit, providing deeper insight into the startup's viability beyond financials or market potential.

Key red flags: Key red flags for venture capital investors in Ghana include the following:

• unclear or disorganised cap tables;
• founder retention of core intellectual property instead of company ownership;
• lack of appropriate registrations and regulatory breaches;
• poor financial records or tax non-compliance;
• overstated traction (eg, fake users or inflated revenue);
• founder misalignment, disputes or unclear roles; and
• pending lawsuits or undisclosed liabilities.

4.3 What documentation is typically prepared during the investment process and who is responsible for preparing this?

Common documents involved in the investment process include:

• pitch decks or business plans prepared by the target;
• financial statements and projections prepared by financial advisers of the target;
• heads of terms/term sheet/letter of intent prepared by the legal advisers of both parties;
• due diligence reports prepared by the relevant legal, financial or technical advisers;
• corporate approvals (by the board and shareholders authorising the investment), usually prepared by the company secretary or legal advisers of the target;
• legal agreements to be prepared and reviewed by the parties' legal advisers, which may take the form of:
• • a share subscription agreement;
  • a shareholders' agreement;
  • a SAFE;
  • a convertible note agreement;
  • a security agreement; or
  • a loan agreement; and
• sector-specific regulatory documents, such as the personality notes form required by the Bank of Ghana for due diligence on incoming significant shareholders. These are typically prepared by the venture capital investor or target in consultation with its legal advisers.

4.4 Are standard investment documents available for venture capital investments in your jurisdiction? If so, who (eg, industry association, organisation) provides them and how frequently are they used in practice?

No. Unlike in other jurisdictions where national venture capital associations provide model investment documents, there are no standard investment documents available for venture capital investments in Ghana.

Documents are drafted by the parties' legal advisers for the specific needs of the transaction.

However, Standard Y combinator SAFEs are increasingly being used within the technology sector.

4.5 What disclosure requirements and restrictions may apply throughout the investment process, for both the venture capital investor and the prospective portfolio company?

For the target, disclosures typically include the following:

• Political exposure: Whether key shareholders or directors are, or have ties to, politically exposed persons, as this could raise regulatory and reputational concerns.
• Related parties and related-party transactions: Including any transactions with family members, friends or affiliated businesses, to ensure transparency and prevent conflicts of interest.
• Director disclosures: Directors have a statutory duty to disclose any personal interests in transactions involving the company or any potential for conflict.
• Due diligence disclosures; The company must provide all pertinent information requested during the due diligence process.
• Environmental, social and governance (ESG) disclosures: Depending on the industry of the company and the investment mandate of the venture capital investor, the company may be asked to make disclosures on environmental impact, diversity and inclusion or other initiatives which help in assessing its commitment to ESG standards.

For the venture capital investor, disclosures may involve adducing proof of regulatory compliance, such as a licence or registration to demonstrate its legal capacity to operate.

Additionally, anti-money laundering and counter-financing of terrorism regulations may require the investor to disclose the source of its investment funds to regulatory authorities or financial institutions.

4.6 What advisers and other stakeholders are involved in the investment process?

The advisers and stakeholders typically involved in the investment process include the following:

• Legal advisers: These:
• • draft and review term sheets, shareholder agreements and other legal documents; and
  • ensure regulatory compliance with Ghanaian law (eg, Companies Act, 2019 (Act 992)).
• Financial advisers: These include:
• • accountants;
  • financial analysts;
  • insurers;
  • tax consultants;
  • valuation experts; and
  • auditors advising on the transaction.
• Technical advisers: These experts assist the investors in assessing the technical aspects of the target's business and, depending on the industry, may include:
• • engineers;
  • farmers;
  • scientists;
  • architects; and
  • doctors.
• Banks and other financial institutions: These disburse and receive the funds.
• Government and regulatory bodies – these include:
• • Sector-specific regulators such as:
  • • the Bank of Ghana;
    • the Securities and Exchange Commission; and
    • the National Communications Authority;
  • the Office of the Registrar of Companies, which:
  • • manages company registrations and filings; and
    • is responsible for the registration of charges created by Ghanaian companies;
  • the Ghana Revenue Authority, which is responsible for the stamping of documents and the collection of applicable taxes;
  • the GIPC, which facilitates foreign and local investment and provides incentives;
  • the Collateral Registry, which facilitates venture debt by allowing lenders to register assets pledged as collateral; and
  • the Lands Commission, with which mortgages created over immovable property must be registered.

4.7 What is the process and what (corporate) approvals are required for a portfolio company to issue shares or debt instruments to investors in your jurisdiction?

The issuance of shares and debt instruments is governed by the Companies Act, 2019 (Act 992) and the process includes the following steps:

• Board of directors' approval: A formal board resolution is passed approving the issuance. Key terms (eg, amount, structure, pricing and investor type) are agreed upon. Specific officers may be authorised to execute the transaction.
• Shareholder approval (if required): For significant equity or debt issues (especially if it affects control or exceeds borrowing limits), shareholder approval is required. For equity investments, shareholder approval is required to waive pre-emption rights as provided under Section 189(1)(a)(i) of the Companies Act, 2019 (Act 992). Shareholder resolutions are generally not required for debt instruments. However, where the cumulative loans or security granted will exceed the stated capital of the target, a shareholder resolution is required. Additionally, under Section 145 of the Companies Act, 2019 (992), directors cannot, without a special resolution of the shareholders:
• • acquire/dispose of assets exceeding 75% of the company's asset value; or
  • enter into transactions creating rights, obligations or liabilities (including contingent ones) exceeding 75% of the company's assets.
• Regulatory compliance: For equity investment, after the issuance of shares, the company must update its register of members and provide the investor with a share certificate within two months of the issuance of shares. The Office of the Registrar of Companies must be notified of share allotments or changes in capital structure. Foreign investors must also register with the GIPC. For debt instruments creating security, the target may update its register of debentures.
• Regulatory approval: Certain industries also impose approval or notice requirements where the issue of shares will lead to a change in control of the entity. Prospectus or disclosure documents may be needed. For secured debt securities, registration is required at:
• • the Collateral Registry for all charges;
  • the Office of the Registrar of Companies for charges created by a Ghanaian target; and
  • the Lands Commission for charges created over immovable property.
• Where security is created over shares of a Ghanaian target, an investor may file a notice and affidavit at the High Court in accordance with Section 103(1) of the Companies Act, 2019 (992).

5 Equity investment terms

5.1 What key investment documents and terms (eg, valuation, share class, governance rights, liability concept, transfer restrictions, exit rights) typically feature in venture capital equity investments in your jurisdiction?

The key investment documents for venture capital equity investments in Ghana are:

• the transitional documents (term sheet, non-disclosure agreement); and
• the long-form documents (share subscription agreement and shareholders' agreement).

The key terms that typically feature in a share subscription agreement and a shareholders' agreement are as follows:

• Share subscription agreement:
• • Subscription terms: The target agrees to allot and issue shares, and the investor agrees to subscribe. These cover payment mechanisms and special provisions (eg, tranches, specific purposes, additional rights).
  • Conditions precedent: These list the conditions required for transaction completion, including:
  • • obtaining relevant corporate and regulatory approvals; and
    • paying the subscription price.
  • Completion clause: This sets out the general mechanics of completion (eg, time, place, delivery of required documents).
  • Pre and post-completion matters: These regulate the target's conduct between agreement and completion and after completion.
  • Warranties clause: The target gives detailed warranties (eg, status, compliance, solvency, tax, intellectual property). The investor also gives limited warranties (status, authority and possibly more – for example, solvency, anti-money laundering).
  • Indemnities and limitation of liability clause: These:
  • • provide remedies for breaches of warranties/undertakings; and
    • set out the liability limits for such breaches, including providing caps and time limits on liability and indemnity for breach of investor warranties.
• Shareholders' agreement:
• • Provisions on directors cover the mode of appointment, composition, meetings, appointment, removal, board proceedings and remuneration.
  • Provisions on shareholders outline meeting requirements, entitlement to dividends and indemnity by company.
  • Reserved matters list critical decisions requiring the consent or participation of specific persons.
  • Non-compete provisions: Under Ghanaian law, shareholders have no default non-compete duties unless specifically agreed. They may extend to key persons or management.
  • Anti-dilution provisions include down-round protection to prevent share issues below investor price and pre-emptive rights.
  • General covenants include:
  • • information rights;
    • use of investment funds;
    • legal compliance;
    • business promotion; and
    • restrictions on certain actions.
  • Transfer restrictions prevent unwanted shareholders (eg, competitors) and include:
  • • lock-in periods;
    • right of first refusal;
    • right of first offer; and
    • permitted affiliate/family transfers.
  • Exit mechanisms: It is customary in Ghana to include tag-along and drag-along rights with conditions.
  • Termination: Termination is customarily triggered by winding up, insolvency or listing in Ghana.
  • Remedies for breach: These may include:
  • • put options;
    • forced sales; and
    • defined material breach clauses.

5.2 What type of security is typically issued to new investors as part of venture capital equity investments in your jurisdiction and what (economic) preference rights are typically attached to these securities (by operation of law, under constitutional documents and/or contractually)? What rules and requirements apply in this regard?

In Ghana, venture capital investments typically involve the issuance of ordinary or preference shares, depending on the stage and structure of the investment.

Preference shares are commonly issued to venture capital investors due to their favourable economic rights. These often include the following:

• Dividend preference: Under Ghanaian law, preference shareholders receive dividends before ordinary shareholders, typically at a fixed or cumulative rate.
• Liquidation preference: Under Ghanaian law, in the event of a liquidation or exit, preference shareholders are entitled to recover their investment (and sometimes a multiple) before any distribution to ordinary shareholders.
• Anti-dilution protection: Venture capital inventors often contractually negotiate the right to receive adjustments to their shareholding if new shares are issued at a lower valuation.
• Voting rights: Under Ghanaian law, these are usually limited for preference shareholders but may be triggered in matters affecting their rights.

Ordinary shares represent basic ownership and are often retained by founders and employees. They typically carry voting rights and rights to dividends and residual assets after preferences are satisfied, but without the economic protections granted to preference shares.

In addition, it is possible for ordinary and preference shareholders to contractually expand their rights. The entitlements commonly requested by preference shareholders include:

• the right to appoint directors to the board of the company;
• the right to convert their shares to ordinary shares; and
• extended rights to vote at meetings.

5.3 What anti-dilution measures or rights (eg, pre-emptive rights, down-round protection) typically feature in venture capital equity investments in your jurisdiction?

In Ghana, venture capital equity investments – especially those involving institutional or foreign investors – often include standard anti-dilution protections to safeguard against ownership dilution and valuation risk. While deal terms vary, the following rights are commonly negotiated:

• Pre-emptive rights: Although a statutory protection, in venture capital equity investments in Ghana, pre-emptive rights are a common anti-dilution measure used to protect existing investors from ownership dilution in future funding rounds. These rights grant investors the opportunity to participate in subsequent equity raises by purchasing new shares in proportion to their existing holdings. By exercising this right, investors can maintain their ownership percentage and influence within the company. Pre-emptive rights, which are typically embedded in the shareholders' agreement, are standard in both local and international deals.
• Priced based anti-dilution: Another important anti-dilution mechanism in Ghana is down-round protection, which addresses situations where a company raises capital at a lower valuation than in previous rounds. To mitigate the impact of such valuation drops, investors may negotiate for either weighted average or full ratchet anti-dilution clauses. The weighted average method adjusts the conversion price of preferred shares based on the size and pricing of the new round, offering partial protection. The full ratchet approach, though less common due to its harsh impact on founders, adjusts the share price fully to match the new, lower valuation. These provisions help to ensure that early investors are not disproportionately diluted if the company's valuation declines in later stages.

5.4 What are the key features of the liability regime (eg, representations and warranties, disclosure concept, liability caps, remedies) that applies to venture capital investments in your jurisdiction?

The key features of the liability regime that applies to venture capital investment in Ghana are as follows:

• Representations and warranties: Representations and warranties are standard and are typically provided by the founders and/or the company to assure investors of key legal, financial and operational matters. These often cover:
• • corporate status;
  • capitalisation;
  • legal compliance;
  • licences;
  • tax matters; and
  • litigation.
• They are usually given at the time of signing and repeated at closing.
• Disclosure: The disclosure letter or schedule allows the target to disclose exceptions to the general statements made in the representations. The standard of disclosure is typically that of 'fair disclosure', meaning that sufficient detail must be provided to alert the investor to the issue.
• Liability caps and limitations: These are frequently negotiated. Common protections include the following:
• • Monetary caps: Liability is often limited to a fixed amount or a percentage of proceeds received.
  • De minimis and basket thresholds: Small claims below a certain value (eg, GHS 10,000) are ignored unless aggregate claims exceed a set limit.
  • Time limitations: These are typically 12–24 months for general warranties and up to six years for fundamental or tax-related warranties, aligned with the Limitation Act, 1972 (NRCD 54).
• Remedies for breach: Investors may seek contractual indemnities, which offer broader recovery rights than common law damages. Ghanaian courts at their discretion may grant equitable remedies such as specific performance.
• Founder escrow or holdback: While not standard, investors may request that part of founders' proceeds be placed in escrow as security for warranty claims.

5.5 What key transfer rights and restrictions (eg, lock-up period, right of first offer/right of first refusal, drag/tag-along rights, purchase options) typically feature in venture capital investments in your jurisdiction? Are (reverse) vesting/good and bad leaver provisions commonly applied to founders in your jurisdiction? If so, how are these typically structured?

The key transfer-related rights and restrictions commonly seen in Ghana include the following:

• Lock-up periods are typically imposed on founders (for approximately 12–36 months) to ensure commitment, especially in early-stage deals where founder involvement is critical.
• Right of first refusal gives existing shareholders the right to match any third-party offer, preventing unwanted entrants into the cap table – important in Ghana's close-knit business environment. Right of first offer, a softer alternative, is also used in founder-friendly or earlier-stage deals.
• Tag-along and drag-along are common restrictions to protect minority investors by allowing them to join a sale if majority shareholders sell their stake or compel minority holders to sell in a company-wide exit, facilitating cleaner mergers or acquisitions, especially with foreign buyers.
• Purchase or call options, although not common and usually very heavily negotiated, may occasionally be included to allow investors to buy additional founder shares under specific conditions (eg, breach or exit).
• Consent requirements/investor or board approval: In Ghana, it is standard for share transfers (other than permitted ones) to require the prior written consent of the board and/or a specified majority of investors.

Reverse vesting and good/bad leaver provisions: These are becoming standard in Ghanaian venture capital deals. Founder shares typically vest over three to four years, with a 12-month cliff, followed by monthly or quarterly vesting. If a founder leaves early, unvested shares may be repurchased by the company or other shareholders. Good leavers (eg, due to illness or mutual exit) keep vested shares; bad leavers (eg, for misconduct) may forfeit all or sell at nominal value. These are contractually defined in shareholder agreements and company constitutions.

5.6 What management incentives (eg, equity, options, phantom shares) typically feature in venture capital investments in your jurisdiction?

Management incentives are:

• usually in the form of equity awards (direct share grants); and
• typically subject to vesting schedules and good/bad leaver provisions.

Stock options are less common but are gaining traction, especially with foreign-backed venture capital funds.

6 Debt investment terms

6.1 What terms typically feature in non-equity venture capital investments in your jurisdiction?

In Ghana, debt venture capital investments (including convertible notes and SAFEs) commonly involve the following terms:

• Interest: Traditional debt instruments and some convertible notes carry annual interest. SAFEs typically do not accrue interest.
• Prepayment/repayment/redemption: Early repayment is usually permitted in debt and convertible notes, often with restrictions on re-borrowing prepaid sums. SAFEs generally do not allow repayment.
• Payment mechanics: Terms specify currency (cedi or US dollars), frequency and payment method, often disallowing setoffs.
• Representations/warranties: These may include:
• • corporate status (per the Companies Act, 2019 (Act 992));
  • tax compliance;
  • pari passu debt ranking;
  • full disclosure; and
  • legal conformity.
• Events of default: These may include:
• • non-payment;
  • insolvency (as defined by the Corporate Insolvency and Restructuring Act, 2020 (Act 1015));
  • fraud; or
  • creditor enforcement.
• Acceleration/conversion: Convertible notes may convert to equity upon:
• • maturity;
  • qualifying equity rounds; or
  • default.
• SAFEs convert upon triggering events such as priced rounds or liquidity events.
• Information rights: These grant investor access to financials and board-level insights.
• Negative covenants: These restrict actions such as incurring debt, declaring dividends or concluding asset transfers without investor consent.

Security agreement terms: Where security is granted under a non-equity investment, the parties typically enter into a separate security agreement. The security agreement protects investor interests through asset charges, perfected via registration at:

• the Collateral Registry (under the Borrowers and Lenders Act, 2020 (Act 1052);
• the Office of the Registrar of Companies; and
• the Lands Commission (for immovable collateral).

Terms outline:

• asset scope;
• priority;
• enforcement rights; and
• obligations to maintain asset value.

6.2 How are such non-equity investments typically treated in the event of (a) an equity investment, (b) a change of control and/or (c) maturity?

Non-equity investments are treated as follows in Ghana:

• Equity investment: Loan agreements usually continue unaffected during a new equity round. However, some investors may negotiate early buyout rights or a prepayment clause upon a significant equity raise. For convertible notes and SAFEs, these instruments typically automatically convert into equity (usually preferred shares).
• Change of control: Unless expressly agreed in the contract, loan agreements are generally unaffected by a change of control. However, some loan agreements may allow for acceleration, where the outstanding amount becomes due immediately upon a sale or acquisition. In Ghana, convertible instruments usually have early conversion or liquidation preferences in the event of a change of control, allowing for a conversion to equity at the better of a cap or discount.
• Maturity: Loan agreements often have a defined term (eg, three to five years) or end once a return cap (eg, 2x investment) is met. Payments end at cap or maturity; however, any shortfall may trigger a balloon payment or an extension. For convertible notes, on maturity, the investor may be entitled either to:

• repayment of principal and interest; or
• conversion of the instrument to equity.
• In some cases, especially for startups, investors may extend maturity or renegotiate terms if the startup is progressing but not yet ready for conversion or repayment.

7 Governance and oversight

7.1 What are the typical governance arrangements of venture capital portfolio companies?

The typical governance features seen in venture capital-backed Ghanaian companies are as follows.

Board composition and rights: Investors usually require board representation, as either a full director or observers.

A common structure is as follows:

• one to two seats for investors;
• one to two seats for founders; and
• possibly an independent director whose appointment is mutually agreed by the parties.

Investors may also reserve the right to appoint a director if holding a minimum equity threshold (eg, 10%+).

Reserved matters/investor consent: Certain key decisions will require the approval of a specified majority or a particular class. Common reserved matters include:

• the issuance of new shares;
• the sale of company assets over a specified amount; and
• chief executive officer/founder termination.

These are usually set out in the shareholders' agreement and are enforceable under Ghanaian law.

Founder covenants: Founders may typically commit to:

• working full time for the company;
• not competing with the business (non-compete); and
• not transferring shares without approval (lock-up + right of first refusal/offer).

These are often tied to vesting and leaver provisions.

7.2 What legal considerations should venture capital investors take into account when putting forward nominees to the board of portfolio companies?

Compliance with Companies Act: Investors must ensure that board nominees are qualified under the Companies Act, 2019 (Act 992). The qualifications are that a director must:

• be a natural person;
• be 18 years or over;
• be of sound mind;
• not have been declared bankrupt;
• not have been charged with or convicted of a criminal offence involving fraud or dishonesty; and
• not have been charged with or convicted of a criminal offence relating to the promotion, incorporation or management of a company.

Sectoral regulations: Targets in regulated industries usually have additional requirements for directors. For example, directors in the financial sector must meet fit and proper requirements under the Fit and Proper Directive, 2018 issued by the Bank of Ghana, which imposes additional requirements on directors in relation to:

• financial integrity;
• reputation;
• academic/professional qualifications;
• experience;
• conflicts of interest;
• time commitment; and
• collective suitability.

Board appointments may require prior approval from authorities such as:

• the Bank of Ghana;
• the National Insurance Commission; or
• the National Communications Authority.

Residency and nationality: Venture capital investors nominating directors to Ghanaian company boards must comply with the Companies Act, 2019 (992), which requires at least one director to be ordinarily resident in Ghana. Foreign nominees must not only satisfy this residency rule but also obtain necessary immigration approvals, such as work permits – particularly if they will be resident and active in company operations. Investors should prepare for these legal and administrative requirements to avoid delays in formalising appointments.

7.3 Can a venture capital investor and/or its nominated directors typically veto significant corporate decisions of a portfolio company? If so, what are the common types of corporate decisions over which a venture capital investor might request veto rights?

Yes, in Ghanaian venture capital transactions, it is common for a venture capital investor – either directly as a shareholder or through its nominated director(s) – to have the ability to veto significant corporate decisions. These veto rights are typically structured through:

• reserved matters in the shareholders' agreement or company constitution; and
• board-level approval thresholds, giving the investor-nominated director(s) effective blocking power on certain decisions.

These rights are contractual (not automatically granted by law) and must be negotiated and documented. Ghanaian law – specifically the Companies Act, 2019 (Act 992) – allows companies to contractually allocate decision-making power, provided that such arrangements do not conflict with statutory provisions or shareholder rights under the act.

The common types of corporate decisions over which a venture capital investor might request veto rights are as follows:

• Operational matters: Sales, mergers, registration of subsidiaries.
• Capital matters: Approval of new buyers or investors, creation of security over company assets, public offer of securities.
• Governance and management matters: Related-party contracts, appointment and removal of key management personnel.

7.4 What information and reporting rights do venture capital investors typically enjoy in your jurisdiction (by law and contractually)?

Under the Companies Act, 2019 (992), shareholders have the right to receive audited financial statements and directors' reports at least 21 days before the annual general meeting. They may inspect:

• company registers;
• the constitution; and
• minutes of meetings.

Shareholders also have the right to:

• receive notice of general meetings;
• propose resolutions; and
• petition for investigations into company affairs in cases of fraud or mismanagement.

Additional rights, such as board observation or regular financial updates, may be included in shareholders' agreements or the company's constitution by mutual consent.

These information rights are not automatically assigned to debt or quasi-debt holders under Ghanaian law but can be contractually agreed.

The following information rights are typically agreed on:

• Inspection of company records, registers and documents: Investors are given the right to access and inspect all:
• • company documents;
  • statutory registers;
  • minutes;
  • books; and
  • other records held with the Office of the Registrar of Companies.
• Inspection is typically without charge for shareholders, but other venture capital investors may be subjected to a fee. Investors may be entitled to make copies of extracts of these documents at a reasonable fee.
• Access to financial statements of the company, directors' reports, audited accounts, management accounts and auditors' reports: Investors receive copies of:
• • financial statements of the company, including their explanatory notes; and
  • all relevant reports relating to the company's activities such as directors' and auditors' reports.
• They may also be given copies of management accounts and audited accounts.

7.5 What other legal tools and strategies are available to venture capital investors or other minority investors to monitor and influence the performance of portfolio companies?

In Ghana, venture capital and minority investors can use several legal tools beyond information rights to monitor and influence company performance. Particularly effective mechanisms include the following:

• Board representation: This allows investors to appoint a director or observer to the company's board, ensuring real-time visibility into strategic decisions and operations. Through participation in board discussions and access to management, investors can directly influence the company's direction and governance.
• Reserved matters: Also called protective provisions, these are critical decisions that cannot be undertaken without investor consent. They may include actions such as:
• • raising additional capital;
  • incurring debt;
  • issuing dividends;
  • altering the business model; or
  • hiring or firing senior executives.
• Including such clauses in the shareholders' agreement gives investors veto rights over decisions that could significantly affect their investment or dilute their influence.
• Legal remedies: The legal remedies available under the Companies Act, 2019 (Act 992) allow minority investors to:
• • take derivative actions on behalf of the company against directors for misconduct or breach of duty;
  • petition the court for relief in cases of unfair prejudice; or
  • seek injunctions to prevent harmful actions by management or majority shareholders.
• Milestone-based funding: This structures investments into tranches tied to specific performance targets, such as:
• • revenue benchmarks;
  • regulatory approvals; or
  • operational milestones.
• Investors release funds only when milestones are met, promoting accountability and alignment between founders and financiers. This approach is particularly effective in early-stage Ghanaian startups where execution risk is high.

8 Exit

8.1 What exit strategies are typically pursued by venture capital investors in your jurisdiction?

The following exit strategies are typically pursued by venture capital investors in Ghana:

• Trade sale: In Ghana, trade sales involving a strategic acquisition by a local or international buyer is the most prevalent exit route. They are common in sectors where acquirers seek market entry or product synergies.
• Sponsor buyback: If the company is not acquired or listed within a set period (eg, five to seven years), the investor may trigger a redemption right, requiring the company, promoter or sponsor to repurchase its shares or repay convertible instruments.
• Secondary sales: Secondary sales involve selling the investor's stake to:
• • new investors in a later round (eg, Series B or C); or
  • other existing shareholders (often via right of first refusal/offer). They are increasingly used by early-stage investors or angels to exit during growth-stage raises.
• Initial public offering (IPO): Although an exit option, IPOs are not common in Ghana for venture capital-backed startups due to limited public market appetite and regulatory hurdles. The Ghana Stock Exchange (GSE) and the Ghana Alternative Market provide exit mechanisms, but few startups meet scale or listing requirements.

8.2 What specific legal and regulatory considerations (if any) should be borne in mind when pursuing each of these different strategies in your jurisdiction?

Secondary share sales or mergers and acquisitions: For companies in regulated industries, the consent/approval of regulators must be sought. For instance, in the communications sector, the National Communications Authority has guidelines on mergers and acquisitions between and by licensees. Local participation requirements, restrictions on foreign ownership and minimum capital requirements triggered by foreign ownership must also be borne in mind.

Buybacks: The buyback must not violate:

• any local participation requirements;
• Ghana Investment Promotion Centre capital thresholds; or
• the Companies Act, 2019 (Act 992).

In Ghana, in relation to a buyback specifically by the target, a target is precluded from entering into by itself, or on its behalf, any transaction through which the total number of its shares, or of its shares in any one class, held by persons other than the company or its nominees will fall less than 85% of the total number of shares, or of shares of that class. This buyback limitation does not apply to redeemable preference shares.

Public offers: Public offers of shares can only be made by public companies. Investors must ensure that the target is first converted into a public company before attempting a public offering. The offer must comply with:

• the Companies Act, 2019 (Act 992);
• the Securities and Exchange Commission's rules and regulations, particularly the Market Guidance for the Issue of Securities; and
• the GSE Listing Rules.

The consent or approval of regulators must also be sought for companies that operate in regulated industries.

9 Tax considerations

9.1 What are the key tax considerations in relation to venture capital equity investment in your jurisdiction?

When making venture capital equity investments in Ghana, investors should carefully assess the tax landscape at the entry, holding and exit stages. Key tax considerations include the following.

Capital gains tax: For corporate venture capital investors (that do not qualify as venture capital financing companies), capital gains are included as part of their income and taxed at the applicable corporate income tax rate.

For individuals, capital gains are included in their income and taxed at the applicable rate. Residents are taxed based on their income tax band (the highest rate being 35%).

Withholding tax on dividends: Dividend payments to resident and non-resident persons generally attract withholding tax at a rate of 8%. In the case of non-residents, a lower withholding tax rate may apply under a tax treaty. Dividends paid to a resident company that holds at least a 25% controlling interest in the target are exempt from tax.

Double taxation agreements (DTAs): Ghana has entered into DTAs with several countries, which can:

• lower withholding tax rates on dividends; and
• protect against double taxation.

Venture capital investors should structure investments through jurisdictions with favourable treaties. However, Ghana's tax authorities may scrutinise treaty shopping, so economic substance is important.

Stamp duty: Equity investments in Ghana may attract stamp duty. Specifically, the issuance of shares by a company is subject to a capital duty of 1% on the increase in the company's stated capital. Additionally, under the Stamp Duty Act, 2005 (Act 689), stamp duty of GHS 18 is payable per transaction document.

Tax incentives and exemptions: Qualifying venture capital financing companies, as defined under the Venture Capital Trust Fund Act, 2004 (680), benefit from specific tax incentives designed to encourage private sector participation in early-stage financing. In practice, qualifying venture capital financing companies are issued eligibility documentation by the Venture Capital Trust Fund to access these incentives. The key tax reliefs available include the following:

• Pursuant to Section 13 of the Income Tax (Amendment) Act, 2023, chargeable income is subject to a 5% corporate tax rate for the first 10 years of assessment.
• A reduced dividend withholding tax rate of 5% applies to income derived from investments in venture capital companies for the first 10 years of assessment, compared to the standard rate of 8%.

9.2 What are the key tax considerations in relation to venture capital debt investments in your jurisdiction?

Withholding tax on interest payments: Interest payments are subject to a withholding tax of 8% (or 1% for individuals). However, a DTA may provide for a reduced rate. This tax is typically final for non-resident investors, meaning that they have no further Ghanaian tax obligations on the interest received. Venture capital funds must factor this into their cashflow expectations when structuring debt instruments.

Thin capitalisation rules: Generally, interest payments on debt are deductible by the company if the loan was used in the production of income. However, Ghana's tax laws include thin capitalisation provisions designed to prevent excessive debt funding in place of equity. These rules limit the deductibility of interest expense where a company is excessively leveraged. Specifically, if the debt-to-equity ratio exceeds 3:1, the interest on the excess debt will not be tax deductible. This is highly relevant for venture capital investors which may prefer debt financing for its potential tax efficiency or priority in liquidation. To maintain the tax deductibility of interest, targets must carefully manage their capital structure in accordance with these rules.

Stamp duty: Stamp duty of GHS 18 per document is payable for the stamping of loan agreements, including instruments such as SAFE and KISS. In the case of security agreements, stamp duty is assessed at:

• 0.5% of the secured obligations for primary security; and
• 0.25% for auxiliary security.

Stamping is a prerequisite for the registration of such instruments at the Office of the Registrar of Companies and the Lands Commission, where applicable. Stamping may be deferred at the Collateral Registry but will be required prior to enforcement.

Tax incentives and exemptions: Interest from investment in a venture capital company is subject to tax at 5% (or 1% for individuals) for the first 10 years of assessment.

9.3 What are the key tax considerations in relation to equity-related incentive schemes in the context of venture capital investments in your jurisdiction?

In Ghana, equity-related incentive schemes such as stock options, restricted stock unit plans and employee share plans are subject to specific tax treatment under the Income Tax Act, 2015 (896). The key tax consideration is the timing of taxation, as benefits from such schemes are generally taxed when the employee exercises the option or when the shares vest, not at the time of grant. At this point, the difference between the fair market value of the shares and the amount paid (if any) is treated as employment income and is subject to Pay-As-You-Earn tax withholding by the employer.

Employers are responsible for calculating and remitting this tax to the Ghana Revenue Authority (GRA). Failure to comply may result in penalties and interest. If the shares are later sold, any capital gain realised may be treated as part of investment or business income and taxed accordingly.

For private companies, determining the fair market value of shares at vesting or exercise can be complex and may require professional valuation to avoid disputes with the GRA.

Additionally, if the incentive scheme is structured through a foreign parent company, cross-border tax issues such as double taxation or foreign reporting obligations may arise, especially in the absence of a relevant tax treaty. Proper structuring is therefore essential to manage tax risk and compliance.

10 Disputes

10.1 What kinds of disputes typically arise in relation to venture capital investments in your jurisdiction and how are they typically resolved?

In Ghana, venture capital investments often give rise to disputes stemming from:

• the interpretation and enforcement of investment agreements;
• shareholder rights;
• governance obligations; and
• exit arrangements.

The most common types and typical resolution mechanisms include the following:

• Breach of shareholders' or investment agreements: Disputes often occur where one party fails to comply with agreed terms, such as:
• • failure to issue shares;
  • breach of reserved matters; or
  • violation of anti-dilution/pre-emptive rights.
• These are usually resolved through negotiation or arbitration, as most agreements include arbitration clauses (eg, under the Ghana Arbitration Centre or United Nations Commission on International Trade Law rules). Litigation also remains an option.
• Founder misconduct or breach of fiduciary duty: Misuse of funds, conflicts of interest or failure to act in the company's best interest can trigger serious investor concerns. Investors may seek legal remedies such as derivative actions, director removal or civil claims under the Companies Act, 2019 (992).
• Valuation and dilution disputes: These arise during new funding rounds, especially where valuation is contested or improper dilution occurs. Such disputes are typically resolved through enforcement of anti-dilution provisions and, if necessary, arbitration.
• Exit and liquidity conflicts: Disagreements around the timing of an initial public offering, drag/tag-along rights or share buybacks are common. These are addressed through enforcement of exit clauses, often via arbitration or negotiation.
• Governance and control disputes: Issues related to board rights, voting power or quorum requirements may arise. These are typically resolved by interpreting the shareholders' agreement or constitution and may involve injunctive relief or declaratory court action.

11 Trends and predictions

11.1 How would you describe the current venture capital landscape and prevailing trends in your jurisdiction? What are regarded as the key opportunities and main challenges for the coming 12 months?

Ghana's venture capital landscape has experienced significant growth, with startups securing approximately $127 million in equity, debt and grants across 31 deals in 2024 – a 95% increase on the previous year. This surge reflects a burgeoning ecosystem – particularly in tech-driven sectors such as fintech and agritech, which continue to attract substantial investments.

Key opportunities include the following:

• Government initiatives: The proposed Ghana Innovation and Startup Bill aims to:
• • provide tax incentives;
  • enhance funding access through the Ghana Innovation and Startup Fund; and
  • simplify business registration processes.
• Increased investor interest: The notable rise in funding indicates growing confidence among both local and international investors, positioning Ghana as a favourable destination for venture capital.
• Emerging sectors: Beyond fintech and agritech, sectors such as health tech and e-commerce are gaining traction, presenting new avenues for investment and innovation.

The main challenges include the following:

• Gender disparities in funding: In 2024, companies led by female chief executive officers received less than 1% of total investment – a significant drop on the previous year, highlighting the need for more inclusive funding practices.
• Macroeconomic instability: High government debt, low revenue mobilisation and high youth unemployment pose risks to economic stability, potentially affecting investor confidence.
• Regulatory hurdles: While government initiatives are promising, navigating the existing regulatory environment remains complex, requiring startups and investors to stay informed and compliant.

Over the next 12 months, addressing these challenges while leveraging governmental support and emerging sector opportunities will be crucial for sustaining and enhancing Ghana's venture capital ecosystem.

11.2 Are any developments anticipated in the next 12 months, including any proposed legislative reforms in the legal or tax framework?

Anticipated legislative reforms include the following:

• Ghana Investment Promotion Centre Amendment Bill: This seeks to
• • remove the minimum capital requirements imposed on foreigners;
  • relax the rules relating to technology transfer; and
  • introduce the offence of 'fronting' – the concealment of the participation of a non-Ghanaian citizen in an enterprise.
• The bill was set to be passed in 2024 but has stalled.
• Ghana Innovation and Startup Bill: This proposes the establishment of a startup fund to pool financing from various sources, including venture capital investors, to support startups. It also includes tax incentives, such as exemptions from capital gains tax and capital duty on startup shares, to attract investors. Stakeholders are pushing for the bill's passage in 2025.
• Securities Industry Bill: This would overhaul the securities industry regime and bring it into conformity with international best practices. The bill is anticipated to address certain capital market issues, including disclosure requirements for issuers. With respect to venture capital, the passage of the bill may lead to a revision of the Guidelines for Private Funds.
• Securities and Exchange Commission Capital Markets Master Plan: This seeks to:
• • review the taxes imposed on venture capital funds;
  • encourage venture capital and private equity investment by creating a limited partnership framework; and
  • update the Venture Capital Trust Fund Act.
• It is set for revision in 2025.
• Special Economic Zones (SEZs) Bill: This draft bill aims to establish SEZs to promote industrial transformation through regulatory innovation and incentives. If enacted, it could create new investment opportunities for venture capitalists, particularly in sectors targeted within these zones.

12 Tips and traps

12.1 What are your tips to maximise the opportunities that venture capital presents in your jurisdiction, for both investors and portfolio companies, and what potential issues or limitations would you highlight?

To fully harness the potential of venture capital in Ghana, both investors and targets must adopt strategic, locally informed approaches. Investors should prioritise understanding Ghana's regulatory and market environment, ideally by partnering with local funds or advisers. Strong governance structures – anchored in well-drafted shareholder agreements – are essential to protect investments and align expectations. Investors should also provide value beyond capital, such as strategic guidance, mentorship and access to markets, especially in early-stage ventures.

Targets, on the other hand, must ensure they are investor-ready by maintaining:

• proper financial records;
• legal compliance; and
• IP protection.

Startups should focus on building scalable, sustainable business models with clear paths to profitability. Choosing the right investor – one aligned with the company's vision and capable of adding strategic value – is also crucial.

Despite these opportunities, challenges persist. Regulatory uncertainty, limited exits and macroeconomic volatility may hinder investor confidence. Additionally, valuation gaps and founder-investor misalignment can create friction. Addressing these limitations through transparency, strong legal frameworks and continuous engagement with policymakers will be key to unlocking the full value of Ghana's growing venture capital ecosystem.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.