Real Estate

The key laws governing and impacting real estate in Ghana are:

• the 1992 Constitution;
• the Land Act, 2020 (Act 1036);
• the Lands Commission Act, 2008 (Act 767);
• the Land Use and Spatial Planning Act, 2016 (Act 925);
• the Local Governance Act, 2016 (Act 936);
• the Mortgages Act, 1972 (NRCD 96);
• the Office of the Administrator of Stool Lands Act, 1994 (Act 481);
• the Rent Act, 1963 (Act 220);
• the Stamp Duty Act, 2005 (Act 689), as amended;
• the Land Registry Regulations, 1965 (LI 439);
• the Land Title Regulations, 1986 (LI 1341);
• the Real Estate and Agency Act, 2020 (Act 1047);
• the Lands (Statutory Wayleaves) Act, 1963 (Act 186);
• the Land Use and Spatial Planning Regulations, 2019 (LI 2384); and
• the National Building Regulations 2022, (LI 2465).

The following codes and guidelines also apply:

• the Development Permitting Guidelines, November 2015; and
• the Ghana Building Code (GS 1207:2018).

Generally, the laws on real estate apply to all types of real estate; there are no special regimes applicable to specific types of real estate. However, under the Land Act, 2020 (Act 1036), in case of the disposition of more than 4 hectares of land for residential purposes or 20 hectares of land for agricultural, civic, cultural, commercial or industrial purposes, the land registrar must ensure, with respect to stool and skin lands, that the regional lands commission of the region in which the land is situated has certified that:

• the disposition is consistent with the development plan for the area; and
• in respect of clan or family land, the relevant clan or family has granted consent or concurrence to the disposition.

In issuing such certification, the regional lands commission will consider:

• whether the disposition is for the benefit of the people of Ghana and the subjects of the stool, skin or family;
• the disposition is not unconscionable;
• the capacity of the parties;
• whether the consideration paid for the disposition is adequate;
• the size of the land;
• the duration of the grant;
• the protection of indigenous land rights;
• previous transactions affecting the land;
• the fairness of the terms of the agreement; and
• the social and environmental impact assessment of the disposition.

In this regard, ‘stools’ and ‘skins’ are the traditional authorities that have control over community land and represent a particular community. A ‘clan’ includes a group of families that can be traced to a common ancestor and includes a collection of clans. A ‘family’ is a group of persons who trace their ancestry from a common lineage and who, under customary law, are recognised as a land owning group. Typically:

• skins are representatives of some communities found in the northern parts of Ghana; and
• stools are representatives of some communities found in the southern and middle belts of Ghana.

The types of land interests that exist in Ghana are as follows:

Allodial title: Allodial title is the highest interest in land and is typically held by:

• the state;
• a stool or skin;
• a clan;
• a family; or
• an individual.

Allodial title is usually acquired through:

• pioneer discovery and settlement;
• conquest;
• gift;
• purchase; or
• agreement.

Customary law freehold: Customary law freehold interest is an absolute interest in land with perpetual duration which is subject to the jurisdictional and cultural rights of the stool or skin, clan or family that holds the allodial title. It is acquired when a person or group of persons:

• where the law permits, purchases the land outright from the stool or skin, clan or family which holds the allodial title; or
• acquires it by gift or inheritance.

Non-citizens of Ghana cannot hold a customary law freehold in land in Ghana. From 22 August 1969:

• any non-citizen who had a customary law freehold or right over any land in Ghana had their interest converted to a 50-year leasehold at a peppercorn rent; and
• the reversionary interest in such land is vested in the president on behalf for and in trust for the people of Ghana.

Common law freehold: A common law freehold:

• arises from a common law transaction; and
• is of perpetual duration or for any other uncertain duration.

It is subject to:

• the interest of the state; and
• the jurisdictional and cultural rights of the stool or skin, clan or family which holds the allodial title.

It is also held free from obligations to any other person and is inheritable and alienable.

Non-citizens of Ghana cannot hold a common law freehold in land in Ghana. From 22 August 1969:

• any non-citizen who had a common law freehold or right over any land in Ghana had their interest converted to a 50-year leasehold at a peppercorn rent; and
• the reversionary interest in such land is vested in the president on behalf for and in trust for the people of Ghana.

Usufructuary interest: A usufruct is an interest in land which is acquired:

• in the exercise of an inherent right by a subject or a member of a stool or skin, clan or family which holds the allodial title:
• • through the development of an unappropriated portion of the land of the stool or skin, clan or family; or
  • by an express grant; or
• through settlement for not less than 50 years, with the permission of the holder of an allodial title by a non-indigene or group of non-indigenes or the descendants of the non-indigene or group of non-indigenes, except where the settlement is on agreed terms.

A usufructuary interest is inheritable and alienable.

Alienation of a usufructuary interest will be subject to the written consent of the stool, skin, clan, family or group and the performance of the established customary obligations if the alienation is to:

• a person who is not a member of the stool, skin, clan or family which holds the allodial title; or
• a person who is not a non-indigene or from the group of non-indigenes who hold the usufructuary interest.

Leasehold interest: Leasehold interests are interests in land granted for a duration which is ascertainable. This interest arises when the holder of the allodial title, customary law freehold, common law freehold or usufructuary interest conveys to another person an interest in land for a specified term subject to terms and conditions in the lease agreement.

A leasehold interest may also rise when the holder of the interest grants a sublease out of that interest or assigns that interest. A leasehold does not exhaust the interest of the grantor in the land.

Customary tenancy: Customary tenancies are created by a contract which arises where a stool or skin, clan or family which holds the allodial title or a person who holds a customary law freehold or usufructuary interest agrees with another person to grant that other person an interest in the land upon agreed terms and conditions, which may involve:

• the payment of rent;
• the sharing of the produce of a farm; or
• the physical partition or severance of the farm.

Condominium ownership: Condominium ownership is an interest in a condominium, which is a single estate unit in a multi-unit development in which a person has both separate ownership and common interest (usual communal areas) with others.

The ownership structures commonly used for land are as follows.

Sole individual ownership: Individuals may own land either:

• in their capacity as a member of an allodial or usufructuary stool, skin, family, clan or group; or
• as a leasehold owner.

Joint ownership: Two or more people may decide to own property as either joint tenants or tenants in common. In a joint tenancy:

• each tenant has an indivisible share in the property; and
• all of the tenants are equally entitled to the whole property.

In a joint tenancy, if one tenant dies, their interest in the land passes to the surviving joint tenants until there is only one tenant left, who then becomes the sole owner of the property.

A tenancy in common is where land is conveyed to two or more persons who hold the property in a manner where each owner has a distinct interest in the property. As long as the tenancy in common subsists:

• no tenant can claim sole ownership of the property; and
• each tenant’s interest passes under their will or intestacy laws should the original tenant die.

In Ghana, where multiple people hold property together, they are presumed to hold that property as tenants in common except in a trust or in instances where the parties expressly state otherwise.

Corporate ownership: Corporate entities registered under the Companies Act, 2019 (Act 992) and the Incorporated Private Partnerships Act, 1962 (Act 152) can acquire property. Companies limited by guarantees – that is, not-for-profit entities, companies limited by shares, unlimited companies and external companies – can all own properties in their capacity as legal persons.

Trusts: Trusts registered under the Trustees (Incorporation) Act, 1962 (Act 106) are bodies corporate with the capacity to hold and acquire land for the benefit of the trust.

Customary structures: Customarily, properties can be owned by:

• stools;
• skins;
• clans; and;
• families.

The property owners may be:

• allodial title holders;
• usufruct or freehold holders; or
• leasehold owners.

There are restrictions on real estate ownership in Ghana for citizens and non-citizens. A person must not create an interest in, or right over, any stool, skin, clan or family land which vests a freehold interest in:

• that person;
• another person; or
• a body of persons.

This fetter does not take away the inherent rights of citizens to a usufructuary interest in a vacant portion of the stool, skin, clan or family land.

Non-citizens in Ghana cannot hold a freehold interest in any land in Ghana. Non-citizens are permitted to have a leasehold interest for a term of 50 years at any one time. A company or body corporate is not considered a Ghanaian citizen if more than 40% of its equity shareholding or ownership is held by non-citizens.

Ownership of land and buildings is not legally separable. ‘Land’ is defined as including:

• the solid surface of the Earth;
• trees, plants, crops and other vegetation;
• a part of the Earth’s surface covered by water;
• any house, building or structure whatsoever; and
• any interest or right in, to or over immovable property.

The principle that whoever owns the land owns everything on the land, above the land and below the land is applicable in Ghana. However, minerals in their natural state in, under or on the land in Ghana are vested in the president on behalf of and in trust for the people of Ghana.

The security interests which can be attached to real estate include:

• a mortgage;
• a contractual, possessory or judgment lien;
• a pledge; or
• any other encumbrance of any nature created by an agreement other than a lien arising by operation of law.

A security interest that is created must be perfected – that is, stamped and registered in the relevant statutory registry. In Ghana, the registration of a security interest with the Collateral Registry, the Office of the Registrar of Companies (ORC) (and the Lands Commission in respect of immovable properties) constitutes actual notice to all persons. Also, under the Borrowers and Lenders Act, 2020 (Act 1052), a security interest duly registered with the Collateral Registry shall, irrespective of the time of registration, have priority over any other security interest registered under any other enactment.

Additionally, subject to the statutory priority granted to security interests registered at the Collateral Registry and any contractual priority arrangement, priority is determined by the order of registration of the security interest. Furthermore, under the Borrowers and Lenders Act, although a credit agreement creating a security interest remains effective despite non-registration of the security interest, an unregistered security interest is subject to any other security interests registered under the Borrowers and Lenders Act.

The Lands Commission administers the land register in Ghana and is constitutionally mandated to:

• manage public lands;
• formulate national policy on land use; and
• register instruments affecting land.

Yes, the registration of real estate rights, transactions and encumbrances is mandatory.

The three distinct systems for the recording and registration of land and interests in land are:

• the recording of customary interests and rights by customary land secretariats;
• the registration of title, interests and rights in land if the land is located in a registration district (ie, title registration); and
• the registration of instruments relating to land if the land is located in a non-registration district (ie, deed registration).

Recording of customary interests and rights by customary land secretariats: A stool, skin, clan or family that owns land must:

• establish a customary land secretariat for the management of its land; and
• record and maintain up-to-date and accurate records of customary interests, rights and land transactions within its area of operation.

The records that the customary land secretariats maintain:

• are evidence of transactions in relation to land in its area of operation; and
• where applicable, serve as notice of a transaction.

Title registration: When title to land is registered under this regime, a land certificate is issued to the proprietor of the land as evidence of registration. Upon registration, in the absence of fraud, the rights of the proprietor are indefeasible and will be held by the proprietor together with all rights and privileges and free from all other interests and claims, except:

• those shown in the land registe; and
• any overriding interests.

The land register is conclusive evidence of title or interest in land appearing on it.

The registration of an instrument constitutes actual notice of the instrument and of the fact of registration to all persons and for all purposes, as from the date of registration. Subject to fraud, notice or mistake, rights derived from instruments registered have priority according to the order in which the instruments were presented to the Lands Commission:

• irrespective of the dates of the instrument; and
• despite the fact that an entry in the land register may have been delayed.

Land instruments must be presented for registration:

• within one year of the declaration of an area as a registration district; and
• within three months of the date of execution.

Failure to do so attracts payment of an additional fee.

A person is liable to the payment of a fine of GHS 60–120 upon failure to comply with a notice from the land registrar to register land within 30 days of service of the notice.

The following areas have been declared title registration districts:

• the Greater Accra Region; and
• some parts of Kumasi and Winneba in the Ashanti and Central Regions.

Deed registration: Instruments affecting land within a non-registration district are registered for the purpose of actual notice of the instrument and of the fact of registration to all persons and for all purposes from the date of registration, unless otherwise provided in an enactment. The registered instrument does not confer title to the registered proprietor and a land certificate is not issued to the registered proprietor.

The instrument has effect until it is registered; but once registered, it will have priority against any other subsequent instruments affecting the same land. Subject to fraud, notice or mistake, rights derived from instruments registered have priority according to the order in which the instruments were presented to the Lands Commission:

• irrespective of the dates of the instrument; and
• despite the fact that an entry in the land register may have been delayed.

An instrument conveying an interest in land can only be prepared by a legal practitioner.

Instruments presented for registration must be in writing (in the case of leasehold interests, leases with a term of more than three years) and must satisfy the following requirements:

• The parties must be stated.
• There must be a description of the land concerned in the instrument which may be identifiable by reference to an approved site plan signed by the director of the Survey and Mapping Division (SMD).
• The instrument must contain:
• • a true statement of the consideration, if any;
  • an acknowledgement of receipt of the consideration or such part as has been paid; and
  • in the case of a lease, the rent payable.
• The instrument must be:
• • executed by the grantor and the grantee or their authorised representatives; and
  • appropriately witnessed.
• The instrument must contain an ‘oath of proof’ signed by the person who witnessed the signature of the signatory that signed by or on behalf of the landlord. If executed outside Ghana but in a Commonwealth country, the oath of proof section must be completed before.
• • a diplomatic agent or consular officer representing or acting on behalf of that country;
  • a judge;
  • a magistrate; or
  • a notary public.
• However, if the lease is executed in a non-Commonwealth country, the oath of proof section must be completed before:
• • a diplomatic agent or consular officer representing or acting on behalf of Ghana in that country; or
  • a notary public.
• The instrument must contain a ‘certificate of proof’ issued by the land registrar.
• The instrument must:
• • be stamped with appropriate stamp duty or stamped as exempt from stamp duty; and
  • be annexed with evidence of the requisite consents and approvals required for the transaction.

First, the land instrument must be assessed for stamp duty and duly stamped by the Land Valuation Division.

The Lands Commission will not accept a land instrument for registration unless it has been duly stamped with the appropriate stamp duty. An unstamped land instrument:

• will not be enforceable in Ghana; and
• will not (except for criminal proceedings) be admissible as evidence in court or be available for any purpose.

A person that holds land or an interest in land must apply to register the interest at the Lands Commission. In the case of a first registration of the land, the application must be accompanied by the following in triplicate:

• the original instrument relating to the land or (where this is unavailable) a statutory declaration indicating the interest of the applicant;
• an approved site plan (a barcoded site plan is required in registration districts); and
• the requisite consents and approvals required for the transaction.

Upon receipt of an application, the Land Registration Division (LRD) will undertake internal searches at the Public and Vested Lands Management Division, the SMD and the LRD to ensure that no conflicting interests prevent registration of the instrument. The LRD will then request a cadastral plan from the SMD. The SMD will:

• undertake a site inspection and survey; and
• prepare and deliver the cadastral plan to the LRD.

The proposed registration is published in a national daily newspaper to allow members of the public to object to the proposed registration on account of any interest that they may hold in the land. The objection period is 14 days. If any objections are raised, the Lands Commission will investigate the matter and either uphold or reject the objection. There are subsequent procedures for appeals and dispute resolution. If there are no objections or objections that are subsequently upheld and if the land registrar is satisfied with the validity of the applicant’s title, the particulars will be recorded in the land register to enable the interest and the name of the holder of the interest to be registered. In a land registration district, a land title certificate will be issued to the holder of the interest.

Unlike for first registrations of land, subsequent title transfers do not involve newspaper advertisements for public objections.

Yes, registered information is publicly accessible by conducting a search at the Lands Commission. Any person may conduct searches at the Lands Commission in the region where the land is located, subject to payment of the prescribed fee.

Provided that an instrument affecting land has been submitted to and registered with the Lands Commission, the search will reveal details on the land register relating to an interest in land and any security interests created over the land.

Two types of searches can be conducted against land at the Lands Commission:

• a certificate search, if the land has been registered with the Lands Commission in a registration district. Details of the land certificate issued to the proprietor of the land must be submitted as part of the application; and
• a site plan search, which requires a lands commission compliant site plan of the land.

The types of commercial leases in Ghana include:

• long leases (generally 25 years or more) granted for a premium with nominal or ground rent;
• short-term leases (less than five years);
• rack rented leases (for a term of between five to 25 years) at an open market rent;
• triple net leases, which will require the tenant to pay all or some of the costs associated with the commercial property (eg, property rates, utility bills, insurance premiums and maintenance costs) in addition to the rent; and
• turnover leases, where the tenant pays a base rent and a percentage of the tenant’s business revenue (usually between 1% and 15%) in addition to the base rent.

The terms of a commercial lease are generally freely negotiable, subject to compliance with applicable laws. Except for commercial leases of bare land, the Rent Act, 1963 (Act 220) prohibits the payment of lease premiums and rent in advance of more than six months for a lease with a term exceeding six months. In practice, these restrictions are not complied with. However, there is a proposal under the Rent Bill 2023 to increase the legal limit for the payment of rent advances from six months to a year. The Land Act 2020 (Act 992) prohibits the grant of a leasehold interest exceeding 50 years to a non-Ghanaians citizen at one time.

The typical terms of a commercial lease include:

• a description of the parties;
• the recitals covering the chain of title to the property;
• a description of the leased property;
• rent and rent review;
• the term of the lease;
• an option to renew;
• security deposit;
• permitted use;
• insurance;
• taxation;
• alienation (subletting, assignment, sharing occupation, charging the property);
• repairs, alterations and improvements;
• rights granted to the tenant and reserved for the landlord;
• termination;
• re-entry and forfeiture;
• the landlord’s right of set-off;
• notices;
• governing law; and
• dispute resolution.

The parties to a commercial lease must enter into a written lease (except leases below a term of three years), which should:

• include a proper description of the leased property; and
• be identified by a Lands Commission-compliant plan of the property.

The lease must be duly signed and witnessed on behalf of the parties and the landlord’s witness must complete an oath of proof before the registrar of lands or the high court if executed in Ghana. The formalities for instruments signed outside Ghana referred to in question 3.3 also apply to leases.

The lease must also be duly stamped with appropriate stamp duty and registered at the Lands Commission (if the term exceeds three years).

The process for concluding a commercial lease is generally as follows:

• Pre-lease negotiations: Heads of terms may be agreed upon between the parties or (if engaged) their agents. An exclusivity agreement may also be entered into between the parties allowing the tenant, for a specified time, to negotiate with the landlord, carry out its due diligence and commit to the transaction without competition from third parties.
• Lease documentation: The landlord or its lawyers will provide the title pack, draft the lease and other documents; and the tenant and its lawyers will review the same and revise the lease as needed.
• Due diligence:
• • Property inspection: Conduct a property inspection to identify any issues.
  • Review of property documents: Verify the landlord’s ownership and review relevant documents.
  • Searches: Conduct searches at Lands Commission and other relevant registries.
  • Enquiries: Raise relevant enquiries with the landlord.
• Negotiation: Negotiate the draft lease and other lease documents such as rent deposit deeds.
• Report on title/due diligence report: The tenant’s lawyer will prepare and issue a report to the tenant.
• Exchange contracts: If an agreement for lease is to be entered into, the parties will obtain any necessary authorisations and execute the agreement for lease and exchange contracts. Any conditions precedent (eg, obtaining the superior landlord’s consent to the lease) will be dealt with, waived or deferred prior to completion.
• Execution of lease and other documents: Once the documents are in agreed form (if not already), the parties will execute the lease and any other lease documents.
• Pre completion: All relevant pre-completion matters should be dealt with.
• Completion: Completion moneys will be sent to the landlord or its lawyers and the keys of the premises/possession should be handed over. The landlord will hand over the lease and other documentation to the buyer.
• Commencement of lease and compliance: The tenant takes possession and the parties comply with their lease obligations.
• Registration: The lease should be stamped and (if the term is three years or more) registered at the Lands Commission.

The obligations and liabilities of a landlord and tenant under a commercial lease will vary depending on the terms agreed. However, the Land Act stipulates implied terms, which may be varied by the parties.

The following is usually required of landlords:

• Grant quiet enjoyment: Ensure the tenant’s peaceful possession of the property.
• Vacant possession and good condition: Deliver the leased premises with vacant possession and in good condition to the tenant.
• Maintain property: Keep the property in good repair (structural and exterior).
• Provide necessary services: Ensure that essential services (eg, electricity, water) are available and communal services are provided.
• Comply with its lease obligations: Comply with its lease and any superior leases.
• Comply with laws: Adhere to relevant laws and regulations.

Where the landlord is found to be in breach of its obligations, the tenant may:

• have a right to terminate the lease; or
• be entitled to claim for damages or compensation for losses.

The following is usually required of tenants:

• Pay rent.
• Pay service charges.
• Keep the interior of the premises in good repair and condition.
• Allow the landlord and its agents access at all reasonable times after giving written notice to the tenant (except in the case of emergency) to enter the leased premises for inspections and works.
• Not:
• • erect any new buildings or make any alterations or additions to the leased premises without the landlord’s consent;
  • cause damage to the leased premises;
  • use the premises for immoral or illegal purposes;
  • assign, sublet or charge the leased premises without the landlord’s consent; or
  • be a nuisance or cause annoyance to neighbours.
• Comply with laws and regulations.
• Yield up the premises.

Where the tenant is found to be in breach of these obligation and fails to remedy the same, the landlord may terminate the lease upon giving reasonable notice to the tenant. If the lease expressly provides the landlord with the right of forfeiture:

• the landlord may re-enter the leased premises; and
• the lease will be forfeited.

The tenant may be liable for interest on any rent arrears and the landlord may claim damages or compensation for losses.

Generally, a lease with a term of more than three years has a rent review clause at regular intervals on an upward-only basis. Rent upon renewal or extension is also usually adjusted to reflect the fair market value at the time of renewal or extension.

Generally, rents are reviewed in one of the following ways:

• fixed percentage increases;
• cost of living increases measured by the Consumer Price Index; or
• determination of a market rent value to be agreed between the parties.

Withholding tax at the rate of 15% and 8% is payable on the rental income from commercial leases and residential leases, respectively.

Yes, a commercial lease can be triple net, with the tenant being responsible for property tax, insurance and maintenance costs.

Landlord and tenant disputes are typically resolved through a combination of negotiations and legal proceedings. Initially, the parties will attempt to resolve the dispute amicably within a specific timeframe. If this is not successful, either party can refer the dispute to be resolved through either litigation or arbitration.

The types of guarantees required by landlords to secure the tenant’s obligations will vary depending on:

• the landlord;
• the tenant’s financial strength and the nature of its business;
• the location and type of property;
• the lease terms; and
• the economic climate.

They include the following:

• Security deposit: A cash deposit made by the tenant to cover lease default including unpaid rent and damage. The security deposit is returned to the tenant at the end of the lease term after deductions for any outstanding obligations or damages.
• Advance rent payment: Landlords usually require tenants to pay rent in advance.
• Personal or corporate guarantees: An individual – often a company director or shareholder – or a parent company for its subsidiary guarantees the tenant’s obligations under the lease.

Typically, real estate transactions take the form of:

• an asset purchase (the direct acquisition of the property); or
• a share purchase (acquisition of the corporate entity that holds the property).

On an asset purchase, the property must be conveyed to the buyer and typically the buyer will not assume any of the seller’s liabilities. On a share purchase, the property remains in the ownership of the company holding the property and, unless agreed otherwise, the buyer will typically acquire the company subject to all of its obligations and liabilities.

In addition to the buyer and the seller and (if instructed) their respective lawyers, parties such as the following are typically involved in a real estate transaction in Ghana:

• real estate brokers and agents;
• surveyors;
• planning consultants;
• environmental consultants;
• tax consultants;
• lenders;
• regulatory authorities such as:
• • the Lands Commission;
  • the Office of the Administrator of Stool Lands if the land is stool/skin land; and
  • the district assembly where the property is located; and
• court registrars.

There is no legal duty on the seller to disclose during a property transaction. The principle of caveat emptor (buyer beware) applies and either:

• the buyer should undertake thorough due diligence to satisfy itself before signing the sale and purchase agreement; or
• satisfactory due diligence should be a condition precedent to completion of the transaction.

Despite the absence of a general statutory duty to disclose, the court may set aside or modify an agreement to convey or a conveyance of an interest in land on certain grounds, including fraud and misrepresentation.

A seller will typically make representations and warranties relating to:

• title to the property;
• compliance with title and (if applicable) lease obligations;
• the capacity of the seller to execute, deliver and perform the contract;
• any encumbrances, easements or adverse rights affecting the property;
• the state and condition of the property;
• compliance with relevant laws – particularly planning and construction laws;
• any litigation involving the property; and
• handing over (where applicable) of unhindered vacant occupation and possession of the property.

Due diligence is critical in real estate transactions, helping parties to assess potential risks and opportunities. It may vary depending on the nature of the parties and the transaction. If the transaction is a share acquisition of the company owning the property, it will also be necessary to undertake a full due diligence on the company.

However, the due diligence will typically include the following:

• Title and ownership:
• • Verify ownership: Confirm the seller’s ownership and authority to sell. Conduct searches at the Lands Commission to identify potential title issues. If the property is stool or skin land, it will be necessary to do a search at the Regional House of Chiefs to ascertain who the legitimate chief is.
  • Consents required: Confirm any consents that may be required in connection with the transaction.
  • Encumbrances: Conduct searches at the Lands Commission, the Collateral Registry and (if the seller is a company) the ORC to identify any outstanding liens, mortgages or other encumbrances affecting the land.
• Property condition:
• • Physical inspection: Conduct a property inspection to identify:
  • • boundaries;
    • dimensions;
    • encroachments;
    • overriding interests; and
    • other potential defects or issues.
  • Environmental assessment: Assess potential environmental hazards.
• Zoning and land use:
• • Zoning verification: Conduct a search at the relevant district assembly on the zoning/land use status of the property to confirm that the current land use aligns with the intended use of the land. If a change of use is anticipated, it is necessary to ascertain whether the property can be rezoned for the intended use.
  • Land use restrictions: Identify any land use restrictions or covenants
  • Litigation: Conduct searches at the High Court to ascertain whether the seller is involved in any litigation affecting the land.
• Financial and tax:
• • Review financial statements: Analyse the property’s financial performance and potential income.
  • Tax implications: Understand tax implications, including:
  • • property taxes;
    • potential tax liabilities;
    • incentives; and
    • exemptions.
• Legal and regulatory compliance:
• • Review contracts: Examine existing contracts affecting the land, such as:
  • • leases;
    • rent security deposits;
    • service agreements; and
    • financing and security documents.
  • Compliance: Examine all consents, permits, licences and authorisations relating to the construction of and operations on the land and check compliance by undertaking searches at the relevant authorities.

The formal and documentary requirements for the conclusion of a real estate transaction will vary depending on the nature of the parties and the transaction.

An agreement for the transfer of an interest in land (‘sale and purchase agreement’) may be entered into if the transfer document – such as a lease, sublease or deed of assignment (‘conveyance’) – will not be executed immediately. This must be in writing and signed by the seller or an authorised signatory to become enforceable. If the sale and purchase agreement is signed outside Ghana, it should be signed in the presence of a notary public. The parties will exchange contracts and any conditions precedent (eg, obtaining any consent to the conveyance) will be dealt with, waived or deferred prior to completion.

The conveyance must be in writing and signed by both parties or their authorised signatories and duly witnessed to become enforceable. The conveyance must:

• contain:
• • a sufficient description of the property;
  • an approved site plan;
  • an oath of proof; and
  • a certificate of proof; and
• be duly stamped and registered (except in the case of a lease for a term of less than three years) at the Lands Commission.

The formalities for instruments signed outside Ghana referred to in question 3.3 will apply to the conveyance.

In a share sale transaction, the share and purchase agreement will relate to the acquisition of the company holding the real estate assets. Additionally, on completion, the parties must execute a share transfer form, which must be stamped.

The process for concluding a real estate transaction will vary depending on the nature of the parties and the transaction. It is generally as follows:

• Negotiations: Heads of terms may be agreed upon between the parties or (if engaged) their agents. An exclusivity agreement may also be entered into between the parties allowing the buyer, for a specified time, to negotiate with the seller, carry out its due diligence and commit to the transaction without competition from third parties.
• Documentation: The seller or its lawyers will provide the title pack and draft transaction documentation, which will be reviewed and amended (as necessary) by the buyer and its lawyers.
• Due diligence:
• • Property inspection: Conduct a property inspection to identify any issues.
  • Review property documents: Verify the seller’s ownership and review relevant documents.
  • Searches: Conduct searches at the Lands Commission and other relevant registries.
  • Enquiries: Raise relevant enquiries with the seller.
  • Review legal and regulatory compliance and potential risks or issues.
• Negotiation: Negotiate the transaction documentation.
• Report on title/due diligence report: The buyer’s lawyer will prepare and issue a report to the buyer.
• Exchange contracts: If an agreement is to be entered into, the parties will obtain any necessary authorisations, execute the agreement and exchange contracts. Any conditions precedent will be dealt with, waived or deferred prior to completion.
• Execution of conveyance or share transfer forms and other documents: Once the documents are in the agreed form (if not already), the parties will execute them.
• Pre completion: All relevant pre-completion matters should be dealt with.
• Completion: The buyer will need to finalise its financing and completion moneys will be sent to the seller or its lawyers, and (if applicable) the keys of the premises/possession should be handed over. The seller will hand over the conveyance or share transfer form and other documentation to the buyer.
• Possession or control: The buyer takes possession of the property or control of the company that owns the property.
• Registration: The conveyance or share transfer form should be stamped and the conveyance (in the case of an asset transaction) should be registered at the Lands Commission.
• Filings at the ORC: In the case of a share sale transaction, the necessary filings should be undertaken at the ORC.

The timeline for concluding a real estate transaction varies depending on the nature of the transaction and the timeframe agreed between the parties.

It typically takes:

• 12 to 18 months to complete registration formalities at the Lands Commission for an asset transaction; and
• three months to complete registration formalities at the ORC for a share sale transaction.

The costs that a buyer typically incurs in a real estate transaction include:

• legal and other professional adviser fees;
• due diligence costs for surveys, assessments, reports and similar;
• search costs of statutory and government authorities, if applicable;
• loan/mortgage fees, if applicable;
• registration fees; and
• stamp duty and other taxes.

The costs that a seller typically incurs in a real estate transaction include:

• legal and other professional adviser fees;
• search costs of statutory and government authorities;
• administrative fees with respect to any consent to be obtained for the transaction; and
• taxes on any gain made from the realisation of the property.

The obligations and liabilities of a buyer and seller:

• vary according to the nature of the transaction; and
• will be as negotiated and outlined in any relevant agreement.

In a typical asset sale transaction, the general obligations and consequences of breach for both the buyer and the seller are as follows.

Seller’s obligations:

• Disclose property information: Provide accurate information about the property’s title and condition, and other relevant details.
• Transfer ownership: Execute documents to transfer legal ownership of the property to the buyer.
• Comply with contract: Fulfil obligations contained in the sale agreement.
• Deliver possession: Hand over possession of the property to the buyer.

The consequences of breach are as follows:

• Buyer’s right to terminate: The buyer may terminate the contract due to the seller’s failure to fulfil material obligations.
• Damages or compensation: The buyer may claim damages or compensation for losses.
• Specific performance: The buyer may seek a court order to compel the seller to transfer the property and fulfil its obligations.

Buyer’s obligations:

• Pay purchase price: Pay the agreed purchase price.
• Conduct due diligence: Conduct necessary due diligence on the property.
• Comply with contract: Fulfil obligations contained in the sale agreement.
• Take possession: Take possession of the property.
• Deal with post-completion formalities: Stamp and register the conveyance.

The consequences of breach are as follows:

• Seller’s right to terminate: The seller may terminate the contract due to the buyer’s failure to fulfil obligations.
• Forfeiture of deposit: The buyer may forfeit the deposit.
• Damages or compensation: The seller may claim damages or compensation for losses.

In Ghana, the following taxes are payable on a real estate transaction for valuable consideration:

• Stamp duty is payable on:
• • the conveyance on the sale of property at the following rates:

  • Value of consideration	Rate
    Up to GHS 10,000	0.25%
    Greater than GHS 10,000 but less than GHS 50,000	0.5%
    Greater than GHS 50,000	1%
    Any other kind of conveyance	1% of monetary consideration or GHS 358.50, whichever is greater.

  • the grant of a lease at the following rates:

  • Term of lease	Rate
    Definite term of up to three years	0.5%
    Any other definite term not exceeding five years	0.5%
    Any other definite term not exceeding 5, 21 or 50 years (as applicable)	0.5%
    Any other definite term exceeding 50 years	1%
    Any other lease	1%

  • any document required for the transaction, such as the following, at the following rates:

  • Document	Rate
    Power of attorney	GHS 71.70
    Security agreement	0.5% of the secured amount for a primary security and 0.25% of the secured amount for an auxiliary security.
    Declaration of a trust concerning a property by a writing	GHS 71.70

• Any gain made by a corporate seller from the realisation of the property (whether a capital or investment asset) must be included in the seller’s assessable income from all activities for the relevant financial year and charged with a single tax at the relevant corporate income tax rate. However, if the seller is an individual, there is the option to pay tax separately on gains made from the realisation of an investment asset at the rate of 15%.
• A tenant who is resident in Ghana must withhold tax on all rents payable to the landlord. The withholding tax on rents is calculated at a rate of:
• • 15% of the rent payable in respect of non-residential property; and
  • 8% of the rent payable in respect of residential property.
• Value-added tax is chargeable at the flat rate of 5% on a taxable supply of immovable property made by:
• • a taxable person for rental purposes other than for accommodation in a dwelling or commercial rental establishment; and
  • a taxable person that is an estate developer.

Commercial banks are the most common providers of real estate finance in Ghana.

Banks are regulated by the Bank of Ghana. There are no general restrictions relating to the provision of real estate finance.

Banks are prohibited from advancing loans or credit facilities against the security of their own shares or shares of their subsidiaries.

Foreign commercial banks play a significant role in financing larger-scale real estate transactions due to access to:

• longer-term funds;
• lower interest rates; and
• specialised expertise.

There are no restrictions on foreign lending for real estate finance except that the funds should be transferred to an authorised bank.

Real estate acquisitions are typically financed through loans from banks and other financial institutions, customarily secured by a mortgage and equity financing raised through the sale of ownership shares to an investor

For commercial real estate, financing may typically comprise both senior and mezzanine debt to fund the acquisition and the development of commercial property, customarily secured by a debenture under which the buyer/security provider grants security over the whole or substantially the whole of its assets.

Lenders typically require borrowers to provide various documents and meet certain requirements to assess and determine:

• the borrower’s creditworthiness; and
• the risks associated with the lending.

The requirements will vary depending on:

• the lender’s requirements;
• the specific circumstances of the borrower;
• the nature of the project; and
• the type of financing.

A lender will carry out its due diligence on the borrower and the property and will normally stipulate conditions precedent that need to be satisfied (in a form and substance satisfactory to the lender), deferred or waived by the lender before the borrower can draw down on funds which the bank agrees to make available. The conditions precedent are a means of safeguarding the funds put at risk by the lender and will vary; but, in addition to a completed application form and (if applicable) a signed term sheet, they will generally include the following:

• identification/constitutional documents and corporate authorisations;
• documents to satisfy the lender’s know-your-customer and anti-money laundering requirements;
• recent financial information to ascertain the borrower’s creditworthiness and ability to repay the loan, including:
• • credit history; and
  • for companies:
  • • audited financial statements;
    • management accounts; and
    • a business plan;
• property-related documents, such as:
• • the title deeds and documents;
  • relevant permits and approvals for the property;
  • insurance;
  • any relevant leasing agreements; and
  • technical reports such as environmental and planning reports;
• executed transaction documents, including:
• • project agreements such as construction agreements and professional appointments (where applicable); and
  • finance and security agreements;
• a borrower (and shareholder) formalities certificate;
• signed fee letters; and
• legal opinion from the borrower’s legal advisers confirming the legality, validity and enforceability of the finance documents and/or capacity and authority of the borrower to enter into the finance documents, in a form and substance that are satisfactory to the lender.

Typically, the security interests required by lenders include:

• a first-ranking fixed charge/mortgage over the real estate;
• a fixed charge over movable assets such as plant and machinery;
• a fixed charge over bank accounts;
• assignment of receivables and other contractual rights;
• assignment of insurance proceeds;
• floating charge over all other assets, present and future;
• charges over shares created by the shareholders of a company; and
• personal or guarantees and (if a company) from directors of the company/financial institution and/or other third parties.

The process may vary depending on the lender and the type of finance required. The general process is as follows:

• Determine your needs: Identify:
• • the type of property (eg, residential, commercial);
  • the amount of financing; and
  • the type of loan required (mortgage, construction or development loan).
• Research lenders: Explore various lenders or engage a broker to do so to compare matters including rates, loan terms and requirements.
• Gather documents: Prepare necessary documents, including:
• • financial statements;
  • title deeds; and
  • documents, property appraisals and project plans.
• Loan application: Complete the application and provide the required documents to the chosen lender.
• Underwriting: The lender will assess the application and the borrower’s creditworthiness.
• Due diligence and risk assessment: The lender will undertake thorough due diligence on the borrower, property and project to evaluate the project’s risks, including:
• • market conditions;
  • the type of property; and
  • the borrower’s experience.
• Loan approval and offer: The lender will approve or reject the loan application based on the lender’s risk appetite and lending criteria. If the loan is approved, the lender will issue a loan offer including:
• • the loan amount;
  • the term;
  • the interest rate;
  • the repayment schedule;
  • the loan tenure;
  • the collateral;
  • applicable fees;
  • prepayment terms;
  • covenants; and
  • default consequences.
• Loan terms and conditions: Review and negotiate the loan terms.
• Closing and disbursement: Parties execute loan documents, including mortgage agreements and security instruments. All conditions precedent should be satisfied, waived or deferred before closing and disbursement of the loan funds by the lender according to the agreed terms.

Typically, a borrower may pay:

• an arrangement fee;
• a commitment fee;
• a participation fee;
• an agency fee
• an appraisal fee;
• legal costs (both lender and borrower);
• stamp duty at a rate of:
• • 0.5% of the secured amount for a principal security; and
  • 0.25% of the secured amount for an auxiliary security; and
• fees for registration at:
• • the Collateral Registry;
  • the ORC; and
  • the Lands Commission.

A lender may enforce the security by:

• suing the borrower on any personal covenant to perform under the mortgage;
• taking possession of the property if that may be done peacefully or with the assistance of the police where a warrant of the court is obtained; or
• appointing a receiver or manager in accordance with the provisions of the facility agreement or applying to court for the appointment of a receiver or manager to:
• • take possession of and protect the property;
  • collect rents and profits derived from the property; and
  • realise the security on behalf of the lender.

A lender may also realise the security interest in the mortgaged property with or without a court order. In doing so, the lender may sell the property by:

• an auction;
• a public tender;
• a private sale; or
• any other method provided for in the mortgage agreement or facility agreement.

The most common investors in real estate in Ghana are as follows:

• Individual homebuyers: People purchasing homes for personal use or rental income.
• Local investors: Individual Ghanaians (including those in the diaspora) and local companies.
• International investors: Foreign individuals and companies.
• Real estate companies.

A non-Ghanaian cannot acquire a freehold interest in land or interest in land for a term exceeding 50 years at one time. A company or corporate body that has more than 40% of its equity ownership held by non-Ghanaians is regarded as non-Ghanaian. No one may acquire a freehold interest in any stool, skin, clan or family land.

There is growing interest in institutional investors such as pension funds investing in real estate in Ghana through real estate investment trusts (REITs), which are investment funds that own and operate income-generating properties.

The Securities and Exchange Commission (SEC) introduced Guidelines on REITs in 2019 (SEC/GUI/001/01/2019), providing a framework for investment companies to leverage REITs.

REITs can invest in both residential and commercial properties, as follows:

• Investment revenue: At least 75% of its revenue should be derived from rents, mortgage interest and investment income from indirect property ownership.
• Investment restrictions: REITs:
• • must invest a minimum of 75% of their assets in real estate; and
  • cannot invest more than 40% in a single property.
• Leverage ratio: The leverage ratio must not exceed 40% of the gross asset value.
• Distribution requirements: REITs must distribute at least 80% of their distributable profits for each accounting period to their shareholders.
• Licensing and registration: REITs must be licensed and registered with the SEC.
• Transparency and disclosure: REITs are subject to stringent regulatory requirements, ensuring transparency and accountability in their operations.

Typically, special purpose vehicles (SPV) are used as an investment vehicle in Ghana. SPVs are separate legal entities created to manage investment in a particular project.

Benefits:

• Risk isolation: SPVs can isolate the risks associated with a specific project or asset.
• Liability protection: SPVs provide liability protection for investors and parent companies.
• Flexibility: SPVs offer flexibility in structuring ownership, financing and investment arrangements.
• Operational flexibility: SPVs can be structured in various ways based on clients’ requirements as they can be formed as debt, equity or a combination of both.
• Tax efficiency: SPVs can be used to optimise tax structures and minimise tax liabilities.
• Anonymity: SPVs can provide a level of anonymity for beneficial owners (although ultimate beneficial ownership can ultimately be traced).

Drawbacks:

• Complexity: SPVs can be complex to set up and manage.
• Cost: Establishing and maintaining an SPV can be costly.
• Limited access to capital: There may be lower access to capital at the vehicle level (since it doesn’t have the same credit as the sponsor). Therefore, a sponsor may need to provide other forms of securities, such as guarantees.
• Reputation risk: SPVs can pose reputation risks if not managed properly. Despite the limited liability structure, any failure of the SPV can impact the parent company’s reputation by association.

SPVs are limited liability companies and REITs are public companies both incorporated at the ORC. Incorporation documents must be filed with the ORC together with a prescribed fee. The company must pay a 1% capital duty on the amount of the stated capital.

SPVs are regulated by the Companies Act and REITs are licensed and regulated by the SEC.

Land use is regulated by several laws, particularly:

• the Land Use and Spatial Planning Act, 2016 (Act 925);
• the Local Governance Act, 2016 (Act 936); and
• the Land Use and Spatial Planning Regulations, 2019 (LI 2384).

The regulatory bodies are:

• the Land Use and Spatial Planning Authority (LUSPA); and
• the various metropolitan, municipal and district assemblies (MMDAs).

The National Development Planning Commission is responsible for long-term national development planning, which includes land use and spatial planning.

LUSPA:

• provides for the sustainable development of land and human settlements through a decentralised planning system; and
• ensures the judicious use of land in Ghana.

A development permit is required for:

• the erection of any building or structure (except those exempted by law);
• the making of a structural alteration or transformation or a renovation to a building;
• the execution of works or installation of any fittings in a building;
• civil and engineering works;
• carrying out hoarding on a property;
• the regularisation of existing structures; and
• redevelopment.

The developer must also conform to the zoning scheme of the area for the development. Where the development plan does not conform to the zoning scheme, the developer can apply to the district planning authority for rezoning or change of use.

The district planning authority issues planning permits. An application for a planning permit must be:

• in the prescribed form;
• addressed to the district spatial planning committee; and
• accompanied by a set of four of the following:
• • evidence of a right or authorisation to use the land (eg, a lease, land certificate);
  • a site and block plan in the required scale and conforming to the local plan of the area;
  • a zoning assessment and justification report if the application involves a change of use or rezoning;
  • relevant drawings, where applicable; and
  • reports on the following, where applicable:
  • • air or aviation safety;
    • radiation protection;
    • environmental protection;
    • fire safety;
    • standard verification;
    • traffic impact;
    • geotechnical impact;
    • hydrological impact; and
    • structural impact.

The district spatial planning committee will forward the application to the technical subcommittee for processing. The technical subcommittee will conduct zoning checks and undertake site inspections to validate the development proposals. Assessment includes:

• plot size and location;
• access;
• adjoining development and uses;
• incompatibility issues;
• contamination;
• fire safety;
• environmental concerns; and
• other relevant factors.

The technical subcommittee must report to the district spatial planning committee within 21 days of receipt of the application. The district spatial planning committee can either approve, reject or postpone the application based on the report. Where the application is refused or deferred, the MMDA will write to the developer and assign reasons for the refusal or deferment. Where an application is granted, the developer must pay a planning permit fee and the MMDA will issue the developer with a planning permit certificate within 30 days of receipt of the application. The planning permit fees vary per MMDA.

Yes, a planning decision can be appealed. An appeal against a decision of an MMDA must be made to the regional coordinating council and a further appeal may be made to LUSPA. A committee will be set up by the relevant appellate body to hear an appeal and, if necessary, to request written comments and responses from parties mentioned in the claim and hold a formal hearing before determining the matter.

Anyone that undertakes a physical development without a permit from the district assembly commits an offence and is liable on summary conviction to:

• a fine of:
• • not less than 500 penalty units (GHS 6,000); and
  • not more than 1,000 penalty units (GHS 12,000);
• a term of imprisonment of between two and four years; or
• both.

Failure to obtain planning permission or to comply with a planning condition may cause an MMDA to:

• issue an enforcement notice demanding the immediate cessation of the execution of development or of works carried out contrary to:
• • the Land Use Act; or
  • the terms of an approved development plan;
• prohibit, abate, remove, pull down or alter a physical development which does not conform to the approved plan (on notice to the offending party); and
• prohibit the use of a land or building for a purpose or in a manner contrary to an approved plan.

Yes, the state may compulsorily acquire land. The right to compulsorily acquire land is set out in Article 20 of the Constitution, which provides that the state can compulsorily take possession of or acquire land only if:

• the possession or acquisition is necessary in the interest of defence, public safety, public order, public morality, public health, town and country planning or the development or utilisation of property in such a manner as to promote the public benefit; and
• the necessity for the acquisition is clearly stated and is such as to provide reasonable justification for causing any hardship that may result to any person that has an interest in or right over the property.

The compulsory acquisition must be made under a law that provides:

• for the prompt payment of fair and adequate compensation; and
• that anyone with an interest or right in a property can access the high court to determine their interest and compensation entitlement.

Where the compulsory acquisition involves the displacement of any inhabitants, the state must resettle the displaced inhabitants on suitable alternative land with due regard for their economic wellbeing and social and cultural values. A person whose interest in land is affected by a compulsory acquisition must submit a claim for fair and adequate compensation to the Lands Commission within six months of the date of publication of the executive instrument for the compulsory acquisition. This claim must cover:

• the particulars of the claim or interest of that person in the land;
• the manner in which the claim or interest of that person has been affected by the instrument of declaration; and
• the amount of compensation claimed and the basis for calculation of the compensation.

No, confiscation of land is generally not possible in Ghana. The right to own property is guaranteed under the Constitution. Every person has the right to own property either alone or in association with others. No one can be subjected to interference with their property except in accordance with the laws on compulsory acquisition.

The Environmental Protection Authority (EPA) is responsible for the protection of the environment, including the land. Before engaging in certain activities that are likely to affect the environment, one must:

• register the undertaking with the EPA; and
• obtain a permit authorising the commencement of work.

Any person dealing in infrastructure – that is the construction of hospitals, roads and highways, new townships or railways, human settlement development, housing development or industrial estate development – must submit to the EPA an environmental impact assessment to obtain a permit to engage in such activities. The applicant for a permit may be required to submit a preliminary environmental report which contains detailed effects of the proposed undertaking on the environment. If the EPA, upon receipt of the preliminary environmental report, is satisfied that a significant adverse environmental impact is likely to result from the activities of the undertaking, the applicant will be asked to submit an environmental impact statement on the undertaking so that the environmental impact of the proposed undertaking can be assessed. If the preliminary environmental report or the environmental impact statement is approved, the person responsible for the undertaking must submit to the EPA an environmental management plan in respect of its operations:

• within 18 months of commencement of operations; and
• thereafter, every three years.

This plan must set out steps that are intended to be taken to manage any significant environmental impact that may result from the operation of the undertaking.

The person responsible for an undertaking/development is liable for any damage to the environment. Where it appears to the EPA that the activities of any undertaking pose a serious threat to the environment or to public health, the EPA may serve on the person responsible for the undertaking an enforcement notice requiring it to take such steps as the EPA thinks necessary to prevent or stop the activities. An enforcement notice will specify:

• the offending activity;
• the steps required to be taken;
• the timeframe within which those steps must be taken; and
• the immediate cessation, where necessary, of the offending activity.

Anyone that acts contrary to an enforcement notice issued is liable to an administrative penalty of:

• GHS 12,000 for small-scale undertakings; and
• GHS 60,000 for large-scale undertakings.

Where the person fails to pay the administrative penalty, that person commits an offence and is liable to:

• a fine on summary conviction not exceeding GHS 180,000; and/or
• imprisonment for a term of not less than five years and not more than 10 years.

A person who fails to comply with an enforcement notice also commits an offence and, on summary conviction, is liable to:

• a fine not exceeding GHS 180,000; and/or
• imprisonment for a term not exceeding 10 years.

If, as a result of the pollution, the EPA expends money on repairing the damage caused to the environment, the offender will be responsible for the cost expended in that regard. The minister of environment, science, technology and innovation may authorise the police or any person to use necessary force to ensure compliance with an enforcement notice. Any amount reasonably incurred by the minister or any institution to prevent or stop the offending activities may be recovered from the person responsible as a civil debt, unless a court considers that the amount was incurred unnecessarily.

It is crucial to:

• ensure compliance with environmental regulations; and
• mitigate potential risks.

The following obligations of a developer should be factored into real estate transactions:

• to register projects that are likely to have a significant impact on the environment with the EPA; and
• to obtain environmental permits before the commencement of construction and operations.

Other permits and reports that may need to be obtained and submitted under the Environmental Assessment Regulations 1999 (LI 1652) include the following:

• An environmental certificate must be obtained within 24 months of the date of issuance of the environmental permit;
• An environmental report must be submitted annually; and
• An environmental management plan must be submitted:
• • within 18 months of commencement of operations; and
  • thereafter, every three years.

The conditions attached to an environmental permit will vary depending on the type of development and the location. The developer must:

• comply with the conditions of the environmental permit;
• manage the risks of soil pollution or water pollution; and
• implement a waste management plan to ensure the proper disposal of solid and liquid waste.

The Building Regulations, 2022 (LI 2465) set out rules on energy efficiency in buildings in Ghana. The regulations aim to:

• assure the safety of life and property; and
• ensure public health, the general welfare of people and environmental protection in the construction of buildings through energy efficiency and conservation, among other things.

The regulations require that all new buildings, both residential and commercial, be designed and constructed in compliance with the Energy Commission’s energy efficiency standards. Existing buildings must also comply with these standards when undergoing major renovations or alterations. Additionally, the Building Regulations state that the provision of a service and equipment in a building should be energy efficient following Part 14 of Ghana Standard 1207 on Energy Efficiency.

Part 14 of the Ghana Building Code 2018 sets out requirements and recommendations for energy efficiency concerning:

• mechanical ventilation systems;
• refrigeration equipment;
• hot water systems; and
• lighting systems.

It provides that services and equipment in buildings should:

• be as energy efficient as practicable; and
• facilitate the conservation of energy.

Furthermore, there are specific provisions on the construction of green buildings in the Ghana Building Code.

The Annual Ghana Green Building Summit was established in 2017 to:

• evaluate Ghana’s green building needs; and
• tailor local solutions in design, finance and policy.

The EPA issues environmental certificates within 24 months of the date of issuance of the environmental permit. While there are no other legally required environmental certifications in Ghana, efforts have been made by associations and regulators to introduce certifications for certain products, as follows:

• The Energy Commission promotes energy efficiency through the regulation of goods such as household appliances that can be imported into the country and ensures that they are energy efficient.
• Integrated Assessment Services is a leading International Organization for Standardization (ISO) certification body which provides ISO certification in Ghana. The ISO certification process helps businesses to improve performance and meet customer demands and international standards. Popular schemes include ISO 14001:2015 Environmental Management System.
• The Ghana Real Estate Developers Association has also launched its Green Building Certification System to assess residential properties across the country for sustainable development. The certification process will evaluate the architecture of buildings, energy efficiency and water usage to promote the construction of environmentally responsible, healthy and resource-efficient buildings.
• Excellence in Design for Greater Efficiencies (EDGE) is an innovation of the International Finance Corporation (IFC). It helps property developers to create resource-efficient buildings quickly, easily and affordably. It is the next generation of environmental building certificate standard, incorporating a design tool to prove the financial case for constructing green buildings. EDGE certification is gaining ground in Ghana. Some companies have started receiving EDGE certification for their buildings.

Ghana’s real estate market is an emerging market with significant growth potential. Although stifled by the COVID-19 pandemic and economic challenges, further development is expected as the economy stabilises.

There is heightened demand for commercial and residential properties and infrastructural developments in urban areas due to factors such as urbanisation and a returning diaspora, leading to an increase in real estate prices. Due to Ghana’s national housing deficit, the government has been venturing into affordable housing projects and schemes, and there has been collaboration between the private sector and banks. Furthermore, demand is increasing for alternative investments such as real estate investment trusts. Green buildings are also being explored in light of the adverse effects of climate change.

The Lands Commission is likely to issue a public land policy document regarding the management, acquisition, allocation and release of public lands to cater for contemporary land management and administration matters. Additionally, processes are expected to commence towards the review of the 1999 National Land Policy and the development of policies for affordable access to land and resources for infrastructure projects.

Concerning legislative reforms, the Rent Bill 2023 is expected to be passed into law to reform existing enactments on rent and remove constraints on housing supply, among other things. We expect the Construction Industry Development Authority Bill, the Condominium Bill and the Ghana Housing Authority Bill to be on the parliamentary calendar this year.

Successful completion of a real estate deal requires:

• close attention to detail;
• strict legal due diligence; and
• good communication between the parties.

During the due diligence process, it is imperative to:

• verify the property’s ownership and title; and
• confirm that there are no liens, encumbrances or disputes.

It is essential to work with an experienced lawyer who is well versed in Ghanaian property laws to ensure that all legal documents:

• are properly prepared and/or reviewed; and
• expressly state the terms and conditions of the transaction.

The transaction should not be completed until the necessary consents have been received. To guarantee completion:

• the buyer’s interest in the property must be registered with the Lands Commission; and
• the parties involved should secure payment and title transfer.

Ownership disputes are common in Ghana, especially with stool or family lands. Unresolved disputes can delay or derail the transaction. Missing or inaccurate documentation can create significant delays and legal challenges. Disagreements over payment terms, such as the timing of payments or the allocation of costs, can create friction between the parties. The process of registering the transfer of title with the Lands Commission can be slow, leading to delays in the finalisation of the transaction. In some cases, bureaucratic inefficiencies or missing documentation can further complicate this process. By addressing these key areas and anticipating potential sticking points, you can help ensure a smooth and successful real estate transaction in Ghana.