2025 Legal and
Regulatory Review
​The financial services sector experienced substantial legal and regulatory shifts in 2025, though the pace and scope of change varied across different areas. This part examines what actually happened across the key areas, providing the foundation for understanding the outlook for 2026.
Securities & Investment
Capital markets – we anticipated continued growth for the equity and debt capital markets, including the development of the commercial paper and over-the-counter (OTC) market in Ghana. This materialised across multiple fronts.
The GSE sustained its momentum from 2024 and delivered its strongest performance in more than a decade, supported by improved liquidity conditions, renewed market interest and strong broad-based price gains across listed equities.
Primary market activity also resumed after several dormant years. First Atlantic Bank PLC (FAB) listed on the GSE following an oversubscribed IPO in December 2025 (see details below in our banking sector review). This marked the first IPO in the Ghanaian capital markets after a 7-year drought. Kasapreko PLC, already listed on the Ghana Fixed Income Market (GFIM), announced plans to list shares on the GSE in 2026. GFIM also celebrated its 10-year anniversary in 2025 with sustained increases in trading volumes and turnovers.
Trading activity was concentrated in treasury bills and government notes and bonds. Corporate securities accounted for only 5.73% of total traded volume, indicating that, while the platform is established, private sector debt issuance remains underdeveloped relative to sovereign instruments. This concentration reflects continued reliance on government securities for liquidity and price discovery.
Notwithstanding this concentration, new issuances by Federated Commodities PLC, Bayport Savings and Loans PLC, and Letshego Ghana PLC provided additional corporate debt instruments for trading.
We also highlighted the launch of the commercial paper market, introduced in 2024 as an important short-term funding avenue for corporates seeking capital without resorting to traditional bank facilities. The market recorded its first issuance by Federated Commodities PLC, which raised GHS 72.77 million through a 150-day commercial paper programme and was fully redeemed early in August 2025. The successful issuance and early redemption is likely to encourage further utilisation of the instrument by mid-sized issuers.
On regulatory matters, the Securities and Exchange Commission (SEC) strengthened the capital and liquidity framework for market participants in 2025.
Key measures included:
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issuance of the Securities Industry (Financial Resources) Guidelines 2025, prescribing minimum financial resource requirements for all licensed market operators
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introduction of a formal framework for the licensing and supervision of primary and secondary dealers in government securities
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operational and governance requirements for underwriters, including broker-dealers and issuing houses participating in securities offerings
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These measures collectively tighten entry standards, strengthen balance sheet resilience among intermediaries and align supervisory expectations more closely with risk-based regulation. In practice, market operators should expect higher ongoing capital commitments, enhanced reporting obligations and closer regulatory oversight.
The Central Securities Depository (CSD) also overhauled its operational framework in 2025, issuing an updated CSD Rulebook and revised operational procedures in June 2025. The reforms enhance clearing and settlement processes, establish clearer settlement failure penalties, strengthen reporting requirements, and improve connectivity protocols for market participants.
Alternative investments – we anticipated reforms to the regulatory framework for private funds (and the wider securities industry in Ghana) in our previous report. That expectation began to materialise in 2025.
The SEC undertook an intensive review of the Securities Industry Bill, which seeks to modernise the capital markets framework. The proposed reform seeks to among others:​
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strengthen disclosure and governance standards for fund managers and intermediaries
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align the legal framework with international standards such as those of the International Organisation of Securities Commissions (IOSCO)
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address persistent weaknesses in liquidity management and investor protection
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See our 2026 outlook below for the effect of these proposed reforms.
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In May 2025, the National Pensions Regulatory Authority directed local pension funds to invest at least 5% of their assets in domestic private equity and venture capital firms. Pension fund assets under management (AUM) surpassed GHS 100 billion by the end of 2025. The new directive could therefore unlock about GHS 5 billion in growth capital for Ghanaian enterprises by the end of 2026. This policy intervention represented an important shift from the status quo, where despite allowing up to 25% of pension assets to be invested in alternative funds, only 0.58% was allocated before the directive. The directive may provide a predictable institutional funding base for private funds, support the development of local fund managers and reduce early-stage enterprises’ reliance on bank financing.
2025 saw some activity for real estate investment trusts (REITs) and collective investment schemes (CIS). The SEC licensed 1 new REIT and unit trust, supporting increased avenues for alternative investments. This resulted in a significant 19.19% and 21.39% increase in funds under management for REITs and CIS between the 2nd and 3rd quarters of 2025. There was also a sustained demand for alternative investment options that will diversify pension fund portfolios. These developments support gradual deepening of Ghana’s alternative investments ecosystem by providing regulated channels for deployment into real estate and diversified portfolios.
We highlighted the introduction of the Ghana Gold Coin (the GGC) in our 2025 report as an alternative savings and investment instrument linked to gold. Since its introduction, the GGC delivered a 14.6% return in GHS terms through 2025, rising from approximately GHS 45,020 at inception to about GHS 51,598 by year-end. Price movements reflected global gold dynamics and exchange rate fluctuations, with mid-year GHS appreciation temporarily lowering returns before recovery in the second half of 2025.​
Banking and Finance​
In our 2025 report, we anticipated that the banking sector would remain in a post-restructuring stabilisation phase marked by:
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rebuilding of capital buffers following the DDEP
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gradual improvement in asset quality, with non-performing loans (NPLs) declining but remaining elevated
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cautious recovery in private-sector credit as confidence returned
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improved profitability driven by balance-sheet repair and cost discipline rather than aggressive lending
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sustained regulatory focus on resilience, liquidity and prudential compliance
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We also noted early policy signals around differentiated capital requirements, review of the universal banking concept, a digital banking framework, non-interest banking regulation, and establishment of National Women's Bank.
The banking sector's performance in 2025 largely validated our expectations.
Sector performance & soundness - The following soundness indicators show a broadly positive performance for the banking sector in 2025. However, asset quality concerns persisted, with the average NPL ratio of 18.9% remaining well above the Bank of Ghana's 10% target threshold.
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Recapitalisation & capital adequacy - 13 banks which recorded DDEP-induced capital deficits restored their CAR to the 13% threshold through strong profitability and support from the Ghana Financial Sector Stability Fund (GFSF). Overall, 21 of the 23 commercial banks met the minimum CAR by December 2025, enabling the Bank of Ghana to withdraw temporary regulatory forbearance measures introduced in 2022. The remaining 2 banks have until March 2026 to achieve full compliance.
The IMF (in its 5th review report) identified 2 state-owned banks (Agricultural Development Bank and Consolidated Bank Ghana) as severely undercapitalised. The government subsequently approved a GHS 1 billion recapitalisation strategy to reform the banks. The recapitalisation occurred before the end of 2025.
Private sector recapitalisations also featured prominently. CalBank PLC completed a GHS 1.164 billion rights issue in November 2025, restoring regulatory capital despite recording a GHS 946 million loss in 2023 and facing an NPL ratio of 51.6%. The oversubscribed capital raise demonstrated that market-based recapitalisation remains a viable strategy for distressed indigenous banks.
First Atlantic Bank PLC completed Ghana’s first banking sector IPO in 7 years in December 2025, raising GHS 742.2 million and becoming the 12th bank listed on the GSE. The IPO proceeds will support regional expansion across West Africa, strengthen working capital, and reinforce the bank's capital base, while also providing liquidity to long-standing shareholders. The oversubscribed offering demonstrated renewed investor appetite for bank equity despite post-DDEP market uncertainty.
Government policy - Government announced an additional GHS 401 million capital injection for the yet to be set up Women Development Bank, coming on top of the GHS 51.3 million seed fund allocated in the 2025 Budget. The Women’s Development Bank is expected to expand access to affordable finance for women-owned MSMEs, which account for more than 44% of Ghana's MSMEs but face major challenges accessing conventional credit. Whether the Bank will operate under the full universal banking framework or a modified development banking license remains an open regulatory question with implications for permissible activities and capital treatment.
Major Bank of Ghana regulatory initiatives
climate-related financial risk directive - the Bank of Ghana issued this directive in November 2024, imposing obligations on banks and regulated financial institutions to disclose relevant information on climate-related financial risk. The directive effectively elevates climate exposure to a supervisory and compliance issue rather than a voluntary ESG consideration. Implementation commenced in December 2025. Read our briefing on this directive here.
NPL directive – the Bank of Ghana mandated all financial institutions cut NPL ratios below 10% by December 2026. Lenders exceeding 15% would be barred immediately from paying dividends or bonuses, while those between 10-15% would face similar restrictions if non-compliant for 2 consecutive years. Only 4 banks had NPL ratios below 10% by mid-2025. The directive accelerates the timeline for asset quality restoration relative to the sector's post-DDEP recovery trajectory.
bancassurance directive- the Bank of Ghana issued this directive in September 2025, requiring banks to operate under the ‘Distribution Partnership Model’, prohibiting underwriting risk assumption and co-branding of insurance products. Banks may contract with one life insurer and one general insurer, with only designated trained officers permitted to sell insurance products.
financial inclusion for persons with disabilities directive - this directive requires financial service providers to provide disabled customers with equitable and non-discriminatory access to products, services and premises, with all facilities and digital channels being disability-friendly. Read our briefing on this here.
In 2025, Ghana’s payments sector continued to deepen in both scale and regulatory engagement. Growth in transaction volumes was accompanied by the formalisation of licensing, conduct and prudential requirements across digital credit and virtual assets. The year therefore marked a transition from innovation-led expansion to a more structured, compliance-driven operating environment.
Mobile money growth
Mobile money remained the primary driver of digital financial inclusion and transaction activity in the payments and fintech ecosystem. Other digital channels including QR code payments, electronic fund transfers and card-based transactions, also contributed to the sector's growth, though mobile money remained the dominant digital payment mechanism.​​
Payment Systems
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The data confirms continued migration away from paper-based instruments toward digital channels. From a regulatory perspective, the scale of mobile money activity reinforces its systemic importance and justifies closer supervisory focus on operational resilience, safeguarding of customer funds and AML/CFT controls.
Digital credit services regulation - The Bank of Ghana formally designated digital credit as a distinct regulated financial service in 2025 and issued the Directive for Digital Credit Services Providers, effective 1 November 2025. The directive introduced mandatory licensing, ownership and local participation thresholds, unimpaired capital requirements, and governance and fit-and-proper standards. It also ring-fenced the activity by prohibiting deposit-taking, payment services and other financial business outside the licensed scope. The practical effect was to move digital credit from a largely unregulated and lightly supervised space into the core prudential and conduct regime applicable to other regulated financial institutions.
Fintech growth fund - Government established a USD 50 million Fintech Growth Fund targeted at SMEs and early-stage technology companies. The objective is to address a persistent funding gap for local start-ups seeking to scale regulated financial products. Historically, limited access to growth capital has constrained domestic innovation and forced reliance on foreign investors or partnerships. If deployed effectively, the fund could strengthen local ownership of financial technology infrastructure and reduce entry barriers for compliant operators
Cross-border payments - Cross-border mobile money transfers to Nigeria began pilot testing in early 2025, representing an important step toward regional payment integration. The Bank of Ghana approved the pilot under its regulatory sandbox framework, with the service provided by a licensed payment service provider and mobile money customers participating. The platform enabled direct currency swaps between the GHS and the Nigerian Naira without requiring forex transactions or physical fund transfers across borders.
Fintech licence passport - The Bank of Ghana and the National Bank of Rwanda signed an MoU to establish Africa’s first fintech licence passporting framework, which also includes steps toward cross-border payment interoperability between their respective systems. Under this arrangement, a fintech firm licensed in either Ghana or Rwanda can apply to operate in the other market with minimal additional regulatory requirements, cutting the need for duplicate licences and reducing barriers to regional expansion.
Cryptocurrency regulation - Ghana also advanced a regulatory framework for virtual assets. The Virtual Asset Service Providers Act, 2025 (Act 1154) (the VASP Act) establishes a statutory regime for the licensing and supervision of digital asset activities. The Bank of Ghana and the Securities and Exchange Commission are the primary regulatory bodies responsible for the sector.
The VASP Act introduces:
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licensing of exchanges, custodians and other virtual asset intermediaries and activities
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AML/CFT and transaction monitoring requirements
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governance and operational controls
The effect is to bring cryptocurrency and related services within the regulated perimeter, reducing legal uncertainty and aligning the sector with established financial services standards. Firms operating without authorisation now face clear enforcement risk.
Tax​
We anticipated sustained revenue mobilisation efforts under the IMF programme, balancing fiscal consolidation with business-friendly tax reforms. Key expectations included abolition of ‘nuisance taxes’ to ease burdens on households and businesses, comprehensive VAT reforms to improve compliance and broaden the base, digitalisation of tax administration through enhanced Ghana Revenue Authority (GRA) systems, strengthening of the Modified Taxation System for informal sector inclusion, and measures to optimise non-tax revenue collection while rationalising exemptions.
2025 delivered the most significant restructuring of Ghana’s indirect tax regime in recent years. Parliament abolished the following levies:
Covid-19 health recovery levy - Its initial purpose had largely been achieved. It was introduced as a 1% levy on the supply of goods, services, and imports to support Covid-19-related expenditures
Electronic transfer levy (E-levy) - Significant public resistance when it was introduced at 1.5% before being reduced to 1% and has been a major point of contention
Betting tax - The 10% tax on winnings targeted the fast-growing betting sector
Emissions levy - Introduced as part of efforts to promote environmental sustainability by targeting vehicle and industrial emissions
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Parliament has also passed the following key pieces of legislation:
Value Added Tax Act, 2025 (Act 1151) - This consolidates Ghana’s fragmented consumption tax regime by collapsing Value Added Tax (VAT) and the accompanying levies into a single, creditable VAT system. Its core objective is to eliminate the long-standing cascading effect created by the NHIL and the GETFund Levy, which were charged alongside VAT but denied input credits. The VAT rate has effectively been reduced from 21.9% to 20%. The VAT registration threshold has also increased from GHS 200,000 to GHS 750,000
National Health Insurance (Amendment) Act, 2025 (Act 1156) - This recalibrates health-sector financing in light of the VAT reform. It delinks health financing from the non-creditable NHIL structure and aligns it with the new VAT architecture
Ghana Education Trust Fund (Amendment) Act, 2025 (Act 1152) - This performs a similar alignment function for education financing. It adjusts the legal basis for education funding to fit within the reformed VAT framework, ensuring continuity of funding while removing the inefficiencies associated with levy-on-VAT charging
Insolvency, Restructuring and Administration​
We expected the enactment of the Corporate Insolvency and Restructuring Regulations, 2025 (L.I. 2502) (CIRA Regulations) to aid the deployment of the business rescue and liquidation tools introduced under the Corporate Insolvency and Restructuring Act, 2020 (Act 1015) (CIRA). This materialised with the coming into force of the CIRA Regulations in July 2025. The CIRA Regulations provide the procedural, reporting and compliance requirements for administration, restructuring and liquidation processes. It also clarifies the basis for determining remuneration and expenses of insolvency practitioners, prescribe timelines and introduce compliance mechanisms, enhancing predictability and transparency for creditors, debtors and practitioners. The regime now offers greater predictability, transparency and enforceability for creditors and practitioners, reducing execution risk in formal restructurings.
Institutionally, the Office of the Registrar of Companies launched the insolvency services division and began licensing insolvency practitioners—qualified chartered accountants, lawyers, and bankers certified as restructuring advisors. This strengthens professional oversight and supports market confidence in formal rescue processes.
Pensions
We anticipated reforms to the legislative and regulatory framework for pensions to establish a mortgage assistance fund that would allow workers to use their Tier 2 pension contributions as collateral for mortgage loans. However, no developments were recorded in this regard during the year and we are still expectant to see the implementation of the proposed reforms in the coming years.
Insurance​
The National Insurance Commission implemented its Insurers Directive from 1 January 2025, setting out updated requirements for governance, risk management, conduct of business, and reinsurance arrangements across life and non-life insurers. The Environmental, Social, and Governance (ESG) Guidelines for the insurance industry also came into effect this year, providing a formal framework for integrating sustainability principles into underwriting, investment decisions, and stakeholder engagement in the insurance industry. From a regulatory perspective, these instruments elevate governance, risk and sustainability standards from voluntary practices to enforceable compliance requirements. Insurers should expect closer scrutiny of board oversight, capital management and responsible investment processes.
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