Two very different businesses are described by the same sentence when a group says it is going into Ghana. One holds a mining lease and expects to spend a decade recovering capital before it distributes anything. The other supplies engineering, technical or management services to the first, from outside the country, and expects to be paid quarterly. They face different rates, different risks and different structuring questions, and the mistake we correct most often is a single memorandum written as though they were one project.
The instrument that makes Ghana distinctive is the stability agreement. It is genuinely valuable and it is routinely misunderstood, usually by being credited with more than it covers.
Two Ghanaian businesses, taxed differently
The Ghana Revenue Authority’s published table of corporate income tax rates puts the general rate at 25 per cent, and sets both mineral income tax and petroleum income tax at 35 per cent. The sector rate is the first fact a mining project has to build around, and it is ten points above what a services business in the same group pays.
The withholding regime then separates the two again. On payments to non-residents the Authority’s schedule of withholding rates gives 8 per cent on dividends, 8 per cent on interest other than that of individuals, 15 per cent on royalties, natural resource payments and rents, and 20 per cent on management and technical service fees, with repatriated branch after tax profits also at 8 per cent. The same page treats those payments as final unless they are derived through a Ghanaian permanent establishment. A mining company’s shareholder faces the dividend rate. A services supplier faces the service fee rate, which is the highest number in that list.
Alongside these sits the Growth and Sustainability Levy, and it is a good illustration of why the Authority’s own pages are not the last word. Its notice on the levy still runs it for the 2023, 2024 and 2025 years of assessment at 5 per cent, 1 per cent and 2.5 per cent across the three categories in the Schedule to the Growth and Sustainability Levy Act 2023, charged on profit before tax or on gross production. The Bill laid before Parliament in March 2025 substituted section 4 to run the levy to the 2028 year of assessment, and moved mining companies and upstream oil and gas companies from 1 per cent to 3 per cent of gross production. The Bill laid in March 2026 records that the amendment as enacted raised gold mining specifically to 3 per cent, and would reverse that, restoring a single Category B row at 1 per cent. Read the levy as extended, charged on gross production rather than profit, and with a gold rate that is moving.
What a stability agreement actually freezes
Section 48 of the Minerals and Mining Act 2006, as published by the Minerals Commission, lets the Minister enter into a stability agreement as part of a mining lease, so that the holder is not adversely affected by subsequent changes in three areas. The level and payment of customs or other duties on materials, goods, equipment and other inputs necessary to the mining operations. The level and payment of royalties, taxes, fees and other fiscal imposts. And laws relating to exchange control, transfer of capital and dividend remittance.
That third limb is the one European parents undervalue. A stability agreement is not only a tax instrument. It reaches the rules that govern whether money can leave the country, which in African structuring is frequently the binding constraint rather than the rate.
The conditions are equally important. It is made with the holder of a mining lease and forms part of it. The protected period may not exceed fifteen years from the date of the agreement. And it is subject to ratification by Parliament, which makes it a public, political instrument rather than an administrative concession. None of this is available to the services company in the group, and none of it can be extended by drafting.
The development agreement is a different instrument
Section 49 provides for a development agreement, which the Minister may enter into on the advice of the Commission, and which may cover the mineral right and the operations under the lease, the manner in which the Minister exercises a discretion conferred by the Act, stability terms as provided under section 48, environmental obligations, and dispute settlement.
Its qualifying condition is stricter. The proposed investment must exceed five hundred million US dollars. The section fixes no maximum term, in contrast to the fifteen year ceiling in section 48, and ratification by Parliament is again required.
The development agreement belongs to a small number of very large projects. The stability agreement is the instrument a mid-sized mining group can realistically pursue, and its fifteen year ceiling should be modeled against the life of the mine rather than assumed to cover it. The Minerals and Mining Bill laid in May 2026, which would replace the 2006 Act, carries neither instrument.
The treaty line that matters most is not the dividend rate
The Dutch treaty register records the 2008 convention with Ghana as in force from 12 November 2008 and the amending protocol from 31 December 2017. In the consolidated treaty text, article 10 caps source taxation of dividends at 5 per cent of the gross amount where the beneficial owner is a company, not a transparent entity, holding directly at least 10 per cent of the capital of the payer, and at 10 per cent otherwise.
Against a domestic dividend withholding of 8 per cent that is a saving of three points, which is real but modest. The larger item sits in article 12. It caps both royalties and fees for technical services at 8 per cent of the gross amount, against a domestic rate of 20 per cent on management and technical service fees. For a group whose European entity genuinely supplies technical services into Ghana, that is twelve points on every invoice, and it is usually worth more than everything the dividend article delivers.
Article 11 caps interest at 8 per cent and exempts it where a government, public body or central bank is payer or recipient, or where the loan is granted, approved, guaranteed or insured by one of them. Article 13 lets Ghana tax gains on shares deriving more than 90 per cent of their value, directly or indirectly, from immovable property in Ghana, other than shares listed on a stock exchange of either state, where the seller holds at least 5 per cent of the issued shares. For a mining group that limb deserves attention long before a sale is contemplated.
All of it is subject to article 24a, the entitlement to benefits article added by the protocol, which denies a benefit where it is reasonable to conclude that obtaining it was one of the principal purposes of the arrangement, unless granting it would accord with the object and purpose of the relevant provisions. That article is not decoration. It is the provision under which a thin holding company loses the twelve points.
Nine months, and the services company that becomes taxable
Article 5 of the same treaty treats a building site, a construction, assembly or installation project, or supervisory activities connected with one, as a permanent establishment where it continues for more than nine months. It applies the same nine month threshold to supervisory activities unconnected with such a site.
Nine months is short, and mining work runs long. A European engineering company that mobilizes for a shaft, a plant or a tailings facility crosses that threshold on a single contract, and once it does its profits attributable to the site are taxable in Ghana on a net basis rather than through the withholding on service fees. That is not necessarily a worse outcome, but it is a different filing obligation and a different set of records.
What causes damage is discovering it afterwards. Contracts written on the assumption of a withholding-only exposure do not allocate the cost of a Ghanaian corporate filing, and the parties argue about it once the assessment arrives. The threshold should be priced into the contract, on both sides, before mobilization.
The branch that looks cheaper than it is
Groups frequently ask whether to operate through a branch rather than a subsidiary, and the published rates make the comparison look close. Repatriated branch after tax profits are withheld at 8 per cent, which is the same figure as the domestic dividend withholding.
The comparison changes once the treaty is applied. A subsidiary held by a Dutch company meeting the 10 per cent capital condition brings the dividend rate to 5 per cent. The branch route also concentrates the Ghanaian activity in the foreign company’s own accounts, which complicates the position of any group that later wants to sell the Ghanaian business separately, and it puts the foreign company itself in front of the Ghanaian administration rather than a local entity.
A branch remains the right answer for a short defined project with no intention of a local sale. For anything expected to outlive a single contract, the subsidiary usually wins on exit rather than on rate.
What the Dutch parent contributes, and what it cannot fix
The Dutch company is not there for the rate. Article 22 of the Dutch corporate income tax act, in the text in force from 1 January 2026, charges 19 per cent on the first 200,000 euro of taxable profit and 25.8 per cent on the excess. It is there because the participation exemption in article 13 reaches a holding of at least 5 per cent of the nominally paid up capital, so dividends and gains on it escape a second layer of tax, because it carries the treaty position described above, and because it is a vehicle a buyer or a lender can assess without a detour through an unfamiliar register.
What it cannot do is repair a Ghanaian position that was built badly. It cannot extend a stability agreement past fifteen years, cannot give the services company a benefit reserved to a mining lease holder, and cannot rescue a service fee arrangement whose only purpose was to reach the treaty rate.
Sequencing for a group entering Ghana now
Separate the two businesses on paper before separating them in fact. Decide early whether the mining vehicle will pursue a stability agreement, since it needs a mining lease first and Parliament afterwards, and neither happens quickly.
Put the European parent in place before value accumulates, and make it a company that decides things. Then check each expected flow separately against the treaty, in particular any technical service fee, since that is where the treaty is worth most and where its anti-abuse article bites hardest. A group that can show why its Dutch entity performs the services it invoices has a durable twelve point advantage. A group that cannot has an assessment waiting.
This article is informational and does not constitute tax or legal advice. The treatment of any structure depends on its facts and on the law of each jurisdiction involved. Each engagement is subject to scope and applicable regulation.