Ghana: How To Obtain A Gaming Licence (Sports Betting) In Ghana?

Introduction

To obtain a Gaming License in Ghana, one has to go through a three-pronged process. The applicant, with the assistance of Legalstone Solicitors LLP, would have to ensure that the regulatory regime in 3 key government of Ghana agencies is adhered to. These are as follows:

1. Registrar General's Department of Ghana
2. Gaming Commission of Ghana
3. Ghana Investment Promotion Centre

Registration with Registrar General's Department

To operate a "game of chance" business in Ghana, one of the conditions that the Gaming Act provides is that an entity must be an incorporated Ghanaian company. The Companies Act, 2019 (Act 992), governs the organization of companies in Ghana. Companies in Ghana may be either public or private (not more than 50 members or debenture holders) and unlimited, limited by shares or limited by guarantee.

To secure a license for the business of sports betting (gaming), the particular purpose vehicle shall be a private company limited by shares.

Private Company Limited by Shares- This is an incorporated company with share capital that cannot offer its shares to the public. This is the most popular company structure in Ghana. Generally, a member's liability is limited to the amount unpaid, if any, on the shares they hold. The Company's board of directors manages its day-to-day activities.

To begin with, the promoters must decide who will act as the company's first directors. A company incorporated and registered in Ghana must have a minimum of two directors, both natural persons over 18 years, one of whom being ordinarily resident in Ghana. By virtue of section 173 of the Companies Act, 2019 (Act 992), the following persons are excluded to be appointed as a company director in Ghana.

1. An infant
2. A person adjudged to be of unsound mind
3. A body corporate
4. A person convicted for fraudulent offences, including persons convicted for offences involving fraud or dishonesty and any other stipulations under section 177 of the Companies Act, 2019 (Act 992)

The directors also appoint the company secretary, who may be a natural person or a body corporate. As part of the new prescription by the companies act, among the persons qualified to be appointed a company secretary is a barrister or solicitor in good standing in the Republic of Ghana.

The directors are also mandated to appoint the first auditors of the Company.

The Company must choose a business name and must confirm whether the business name is available for use by the Company.

The Company must as well register with the Ghana Revenue Authority for the issuance of tax identification number (TIN)

The Constitution of the Company must be prepared. The Constitution must be signed by one or more of the initial subscribers in the presence of an independent adult witness and must state:

1. The name of the Company
2. The Company's objects or authorized business
3. That the Company can enter into a legally binding agreement
4. The name of the first directors of the Company
5. That the powers of the directors are limited in accordance with the law
6. The number of shares in which the Company is registered
7. The number of shares each subscriber will own on incorporation and the amount payable for the shares
8. A declaration that the liability of the members of the Company is limited.

Where the Registrar is satisfied that the application for incorporation of a company complies with this Act, the Registrar shall, after payment of the prescribed fee, certify under the seal of the Registrar that the company is incorporated and, in the case of a limited liability company, that the liability of the members is limited. From the date of incorporation, the company becomes a body corporate by the name contained in the application for inclusion. It is capable of performing the functions of an incorporated company.

Legalstone Solicitors LLP would be responsible for ensuring that your organization meets the above-stated requirements for the registration of the Company at the Registrar General's Department.

Registration fees

For incorporation of the company to be completed, a fee (capital duty) charged at the rate of 0.5% of the company's stated share capital, and the registration fee must be submitted to the Registrar of Companies.

Registration with the Ghana Investment Promotion Centre (GIPC)

After the issuance of the certificate of incorporation from the Registrar Generals Department, officers of the newly incorporated company have to comply with the GIPC Act by applying for a certificate of compliance from the Ghana Investment Promotion Centre (GIPC). The Ghana Investment Promotion Centre Act, 2013 (Act 865), requires all entities with foreign participation to register with the centre. Registration with the centre guarantees some benefits to the foreign shareholder, including guarantees against expropriation, investment guarantees, transfer of capital, profits, and personal remittances. This Act, more importantly, sets the minimum capital requirement for the entity as well as the benefits of an automatic work quota that comes with it.

The law requires that, where all the equity of the Company is wholly held by the foreign investor in a company incorporated to offer services, the investor must invest a minimum of not less than FIVE HUNDRED THOUSAND UNITED STATES DOLLARS (USD500,000.00. The minimum capital requirement for the sports betting business under the GIPC Act shall be US$500,000.00. This is because the sports betting business is classified as a service business in Ghana.

However, where the foreign investor intends to engage in the business of services and the said foreign investor has a Ghanaian partner, the foreign investor is required to invest not less than TWO HUNDRED THOUSAND UNITED STATES DOLLARS (USD200,000.00) in cash, or capital goods or a combination of both by way of equity participation and the person who is a citizen of Ghana must hold not less than 10% of the equity.

However, since the Gaming Act of Ghana makes it mandatory for a Ghanaian to hold a minimum of at least 10% of the share capital of the sports betting business, it presupposes that, right from the inception, the share structure could be either one of the following:

1. A wholly owned Ghanaian Company
2. Partly owned Ghanaian Company.

The above explanation makes it imperative for a foreign entity seeking to participate in the sports betting industry to understand that the project shall be a joint venture. This requires that the standards set by the GIPC Act for joint ventures should be adhered to the participants.

Presently the minimum foreign capital requirement is as follows for the category of business indicated:

The applicable fees for registration of the business are as follows:

Incentives and Substantive Protection Under the GIPC Act

The GIPC Act provides for substantive protection and benefits including the following:

1. Customs Import Duty Exemptions (There are custom duties exemption for Plant, Machinery, Equipment, and parts thereof).
2. Various Tax benefits (Subject to some conditions)
3. Investment Guarantees (Free Transferability of Capital, Profits and Dividends and immigrant quotas depending on the amount of paid-up capital of the enterprise
4. Automatic expatriate quotas (subject to some conditions). For instance, a company with a paid-up capital of up to $200,000 shall be entitled to one (1) automatic work quota, whiles a company with a paid-up capital of up to $500,000 shall be entitled to two (2) automatic work quota.
5. Registration with the GIPC entitles a corporate entity to cafeteria Dispute Resolution Mechanism, including arbitration under UNCITRAL arbitration rules. Also, where there is any bilateral and multilateral investment protection agreement to which Ghana and the investor's home country are parties, the established dispute resolution mechanism shall be available to the investment. The dispute mechanism could include Investor Treaty Arbitration under ICSID Convention. The GIPC Act also afford parties recourse to any other national or international machinery for the settlement of investment dispute agreed to by the parties.

Registration with the Gaming Commission of Ghana

Gaming in Ghana, including betting and bookmaking, is regulated by the Gaming Commission. This Commission is set up by the Gaming Act, 2006 (Act 721). The requirements to obtain a license at the Gaming Commission are as follows:

1. The organization must be a Limited Liability Company (as explained above)
2. Organizations must have an identifiable office.
3. Organizations must have a service mark or logo registered with the Registrar of Companies.

Organizations also must have the required minimum stated capital and must agree to maintain the amount of cash or cash equivalents as determined by the Commission. (The Minimum Capital requirement is provided for in the document attached to this email alongside this document. It must be noted that this amount SHALL NOT be paid to the Commission, but rather it is a condition precedent for the application of the Gaming Licence.) The minimum capital requirement is US$2,000,000.00.

1. The organization must have a criminal clearance certificate in respect of all directors of the Company. (Practically this must be obtained from the Bureau of National Investigations (BNI) of Ghana)
2. The organization must submit a tax clearance certificate
3. Organizations must be partly or wholly Ghanaian owned.
4. Organizations must pay a Licence fee to the Gaming Commission. (The License fees for Casino is $50,000.00, that of Sports Betting is $40,000.00, and that of Route Operation is $30,000.00) Legalstone Solicitors shall assist your outfit in obtaining the required license, be it Casino, Sports betting, and or Route Operations).

The conditions for granting of a Licence by the Gaming Commission of Ghana as stipulated states, ''a person qualifies for a Licence if that person:

1. Has an identifiable office (The law offices of Legalstone shall be initially listed as the office of the Company until a suitable place is found)
2. Has a service mark logo registered with the Registrar of Companies.
3. Has the required minimum stated capital of US$2,500,000 (Casinos), US$ 2,000,000 (Sports Betting), US$ 1,500,000 (Route Operation) and has agreed to maintain the amount of cash or cash equivalent determined by the Commission
4. Has submitted a tax clearance certificate, (proof of tax Registration) and
5. It is partly or wholly Ghanaian owned.

Upon meeting the conditions above, the applicant shall write officially to the Commission to apply for a License. Applicant must attach a copy of:

Business Proposal. Must include:

1. Address of registered office, proposed branches, and locations
2. Name and profile of directors
3. Tax clearance certificate of all Directors
4. Description of operations and management structure
5. Online sports betting industry analysis

Details of sports betting/online sports betting Must include:

1. Approximate odds to be used
2. Number and frequency of games/sports
3. Prize and prize structure
4. Operator game rules and participant code of practice

The following must also be included in the application:

1. Evidence of financial capability to operate the business. Capital budgets and five (5) years financial projection and the assumptions made in considering the figures.
2. Marketing and financial plan.

Directors of the Company shall be required to complete Personality Note (PN) and Anti-Money Laundering (AML) forms, which shall be submitted to the Security Agencies for background checks and Vetting.

The Commission shall introduce applicants to the Bureau of National Investigations (BNI) and the Criminal Investigation Department (CID) for criminal checks to be conducted. In the case of foreign applicants/directors, an introduction shall be made to INTERPOL, the Research Department of the Ministry of Foreign Affairs and Regional Integration, and the Financial Intelligence Centre (FIC).

The Commission may also carry out further due diligence beyond Ghana's borders on the foreign national applicant(s).

Based on the reports received from the Security Agencies (if favorable), the Commission shall grant a Gaming License to the applicant.

APPROVED FEES

CASINOS, SPORTS BETTING, ROUTE OPERATING AND OTHER GAMES OF CHANCE

Restricting Eligibility to Licensed Corporate Bodies

1. No person other than a body corporate incorporated in Ghana shall be eligible to apply for a Licence to carry on the business of sports betting in Ghana.

Domestic partner requirement

The Gaming Act of Ghana demands that an outside party (foreign equity holder) should have a domestic partner whose equity holdings in the Company shall not be less than 10% before the application for a grant of a license to offer sports betting business in Ghana shall be considered.

Other Mandatory Institutions

An entity seeking to undertake a game of chance must also register with the following institutions to remain compliant in Ghana.

These institutions include the following:

a. The Ghana Revenue Authority

All incorporated companies are by law demanded to register with the Ghana Revenue Authority. The registration is essential for the payment of taxes. On registration and the payment of the initial tax assessment, the company shall be issued with a tax clearance certificate.

b. Register with Social Security and National Insurance Trust (SSNIT)

The Social Security and National Insurance Trust (SSNIT) is a statutory public Trust charged under the National Pensions Act, 2008 Act 766 with the administration of Ghana's Basic National Social Security Scheme. Its mandate is to cater for the First Tier of the Three-Tier Pension Scheme. The Trust is currently the largest non-bank financial institution in Ghana. The law demands all incorporated entities to register and make a contribution for their employees towards their retirement. It is a mandatory act. An entity seeking to register with SSNIT must provide the institution with the following information:

1. Tax Identification Number for the company/ business entities. 
2. Profile of Directors or Local Managers.
3. Copies of the Directors' or Local Manager's valid ID (e.g. Voter's ID, passport, driver's license).
4. Directions to Taxpayer's Premises using the Ghana Post (GPS).
5. List of employees with their SSNIT numbers, basic salaries, and contributions.

Once satisfied, SSNIT will issue a confirmation letter with the company's registration number and a certificate of membership to signify registration.

c. Register with the Data Protection Commission

The Data Protection Commission (DPC) is an independent statutory body established under the Data Protection Act, 2012 (Act 843) to protect individual and personal data privacy by regulating the processing of personal information. The Commission provides for the process to obtain, hold, use, or disclose personal information and other related issues bordering on personal data protection. All organizations that collect personal data from individuals must register with the Commission to have a license to collect such information and know-how to use them. The Data Protection Act 2012 established the Data Protection Commission (DPC) to protect individual and personal data privacy. The DPC's statutory powers, functions and duties derive from the Data Protection Act 2012 (Act 843) and the Constitution of Ghana 1992. All organizations that collect personal data from individuals, including entities that operate a game of chance, must register with the Commission to have a license to collect such information and know-how to use them.

d. Apply for Business Operating Permit from the Metropolitan, Municipal or District Assembly

The law demands incorporated companies to pay and obtain permits from the District, Municipal or Metropolitan Assembly where the activity of the corporate entity is centered or situated. This is also a mandatory act.

The processes for registration with the Metropolitan, Municipal or District Assembly include the following:

1. Purchase of application form from the Cash Offices of the Metropolitan, Municipal or District Assembly.
2. Completion of the application form and submitting it to the Revenue Mobilization Officer (RMO) at the Assembly.
3. A copy of the certificate of incorporation must be attached.
4. Registration Certificate from other recognized bodies as may be applicable.
5. Tax clearance certificate from Ghana Revenue Authority (GRA).

Once the completed forms are submitted, a joint team from Finance Department, Environmental Health Division and City Engineer's outfit will inspect the applicant's premises within five (5) business days of submission of application. The inspection team shall subsequently recommend to the Assembly within two (2) business days from the day of their inspection. Upon approval by the Assembly, the license shall be issued to the applicant at a prescribed fee.

An entity that seeks to operate a game of chance is mandated to apply and obtain a business permit from the Metropolitan, Municipal or District Assembly where it intends to undertake its operations.

Open a Business Account

An incorporated entity (including a company operating a game of chance) that has met the minimum capital requirement and issued with the GIPC Certificate shall have the right to operate a corporate account and enjoy all the benefits that come with it, including transfer of funds out of the jurisdiction. The opening of the accounts requires completing the accounts opening pack and attaching to it the registered documents of the company including the GIPC Certificate.

Tax Liabilities for Doing Business in Ghana.

It is crucial for every start-up business to understand Ghana's tax structure to aid them in fulfilling their obligation to the government.

The Ghana Revenue Authority (GRA) is the mandatory and regulatory body for assessing and collecting taxes on behalf of the Government. The Ministry of Finance (MOF) oversee the activities of GRA.

A start-up business, either a sole proprietorship, partnership or a limited liability company, should bear in mind that there are taxes on what you earn, taxes on what you buy, and taxes on what you own. In Ghana, taxes consist of Direct and Indirect Taxes. An example of direct tax is the income tax, and an example of indirect taxes are the consumption taxes/goods and service, customs and excise duties.

Direct Taxes are the taxes on what you earn which comprises of the examples below.

• Individual/Personal Income Taxes: This is levied on the wages, salaries, investments or other forms of income an individual earns. Example include Pay As You Earn (PAYE) tax.
• Company/Corporate Tax: A corporate income tax (CIT) is levied on business profits unless exempted explicitly in the law, companies (both resident and non-resident) are required to pay tax on income relating to business and investment, derived from, accrued in, brought into or received in Ghana after the necessary adjustment are made.

In Ghana, companies have to file returns four months after their accounting year, and it is also required that they make quarterly tax payment on the current year's income based on provisional assessment.

Depending on the sector, the following corporate tax are imposed by the government on some sectors.

Mining: 35%

Petroleum: 35%

Hospitality: 22%

General Corporate Business: 25%

• Capital Gains Taxes: This is a tax on the profit or gains realized on the sale or disposal of an asset either than trading inventory. Companies are required to pay tax on gains made on the realization of chargeable assets. Chargeable assets include land (which is not for agriculture in Ghana), buildings, shares, goodwill, and business assets.

Indirect Taxes are taxes levied on goods and services rather than on income or profit.

• Goods & Services/Consumption Taxes are taxes on what you buy, or services rendered to you and are taxes levied on retail sales of goods and services. It is known as the Value Added Tax (VAT), which are indirect taxes paid by consumers on some goods and services to the state through registered individuals or businesses. The current rate is 12.5%, excluding the National Health Insurance Levy (NHIL) of 2.5%, Ghana Education Trust Fund (GETFUND) levy of 2.5% and Covid – 19 Health Recovery Levies of 1%.
• Customs and Excise Duties are imposed on the importation of goods at the port of entry and certain manufactured goods produced or imported into Ghana.

Originally published May 30, 2020

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.