Cocoa Purchase and Sale Agreement (Ghana)

A Cocoa Purchase and Sale Agreement in Ghana governs the sale and transfer of property between buyer and seller and the obligations of each.

Section 1 of the COCOBOD Act 1984 (PNDCL 81) establishes the Ghana Cocoa Board (COCOBOD) as the statutory body responsible for the purchase, grading, processing, and export of all cocoa produced in Ghana. COCOBOD sets the producer price — the price paid to farmers — each season through the Producer Price Review Committee (PPRC), a body that includes representatives of the government, cocoa farmers, licensed buying companies, and COCOBOD. No cocoa may be exported from Ghana except through COCOBOD or its licensed agents under the Export and Import Act 1995 (Act 503).

The Cocoa Purchase and Sale Agreement (Ghana) must reflect the COCOBOD cocoa quality standards established under the Ghana Cocoa, Coffee and Sheanuts (Amended) Buyers Regulations 1986 (LI 1335). Cocoa in Ghana is graded according to moisture content (maximum 7.5%), defects (maximum 5% count and 3% weight), and the 300-bean count test. Only Grade 1 (Main Crop) and Grade 2 (Light Crop) cocoa may be exported as Ghana cocoa under the COCOBOD system. The Cocoa Research Institute of Ghana (CRIG) based in Tafo, Eastern Region, conducts ongoing research into cocoa variety improvement, disease resistance, and post-harvest handling.

The domestic cocoa trade in Ghana operates through Licensed Buying Companies (LBCs) — private companies licensed by COCOBOD to purchase cocoa directly from farmers at the village level at the COCOBOD-set producer price, to grade and weigh the cocoa, and to deliver it to COCOBOD's takeover centres. As of 2026, major LBCs operating in Ghana include Olam Agri Ghana Limited, Touton SA, Akuafo Adamfo Marketing Company Limited, and PBC Limited (formerly the Produce Buying Company). LBCs cannot export cocoa directly; export is handled exclusively by COCOBOD or its designated export agent.

For processed cocoa products — cocoa butter, cocoa cake, and cocoa liquor — produced by bean processors licensed by COCOBOD, the sale agreement may cover domestic or international sales under Ghana's free-on-board (FOB) Tema pricing structure. The Value Added Tax Act 2013 (Act 870) exempts the supply of unprocessed agricultural produce — including raw cocoa beans — from VAT, but processed cocoa products may be VAT-taxable.

The legal framework governing the Cocoa Purchase and Sale Agreement (Ghana) in Ghana draws on several key statutes and regulatory bodies. Under the Companies Act 2019 (Act 992), the Registrar General's Department (RGD) maintains the register of Ghanaian companies. Section 7 of the Companies Act 2019 governs company incorporation. The Ghana Revenue Authority (GRA) administers corporate tax under the Income Tax Act 2015 (Act 896). The Commercial Division of the High Court in Accra adjudicates business disputes. The Ghana Investment Promotion Centre (GIPC) regulates foreign investment under the GIPC Act 2013 (Act 865). Parties executing a Cocoa Purchase and Sale Agreement (Ghana) in Ghana should confirm the document reflects current law, including any amendments enacted since the original drafting date. The COCOBOD Act 1984 (PNDCL 81) sets the foundational requirements.

A Cocoa Purchase and Sale Agreement in Ghana is needed whenever a party buys or sells cocoa beans or processed cocoa products within the COCOBOD-regulated supply chain.

A Cocoa Purchase and Sale Agreement is required when a Licensed Buying Company (LBC) licensed by COCOBOD purchases bulk cocoa from an aggregation point or cooperative in a cocoa-growing region — such as the Ashanti Region, Western Region, Brong-Ahafo Region, Eastern Region, or Volta Region — and wishes to document the transaction before delivery to a COCOBOD takeover centre.

A Cocoa Purchase and Sale Agreement is needed when a cocoa bean processor licensed by COCOBOD purchases raw cocoa beans from COCOBOD or an LBC for processing into cocoa butter, cocoa powder, or cocoa liquor at a processing facility in Ghana, for domestic sale or export under COCOBOD's free-on-board (FOB) pricing arrangements.

A Cocoa Purchase and Sale Agreement is required when a Ghanaian cocoa trader or exporter enters a forward sale contract with an international chocolate manufacturer or commodity trader, agreeing the volume, grade, price, and delivery terms for future seasons of Ghana cocoa, subject to COCOBOD's export licensing and quality certification requirements.

A Cocoa Purchase and Sale Agreement is needed when a farmer-based organisation (FBO) or a certified sustainable cocoa cooperative — operating under Fairtrade, Rainforest Alliance, or UTZ certification — supplies cocoa to a buyer under a premium pricing arrangement above the COCOBOD floor price, and requires documentation of the premium and quality standards.

A Cocoa Purchase and Sale Agreement is required when a confectionery manufacturer in Ghana purchases domestically produced cocoa derivatives — cocoa butter, cocoa powder, or cocoa liquor — from a COCOBOD-licensed processor for local manufacturing, separate from the export supply chain.

Parties should execute the Cocoa Purchase and Sale Agreement before delivery of cocoa to document grade, quantity, price, and payment terms in compliance with COCOBOD regulations and the Ghana Revenue Authority (GRA) documentation requirements.

A valid Cocoa Purchase and Sale Agreement in Ghana must contain the following essential elements to comply with the COCOBOD Act 1984 (PNDCL 81) and the Ghana Cocoa, Coffee and Sheanuts (Amended) Buyers Regulations 1986 (LI 1335).

Parties: Full legal names, addresses, COCOBOD licence numbers (where applicable), and Ghana Revenue Authority (GRA) Tax Identification Numbers (TINs) of the seller and the buyer. The seller's and buyer's COCOBOD LBC licence numbers confirm their legal authority to participate in the cocoa trade under PNDCL 81.

Description and Grade of Cocoa: The type of cocoa — Ghana Grade 1 Main Crop or Grade 2 Light Crop raw cocoa beans, or processed cocoa derivatives (cocoa butter, cocoa powder, cocoa liquor) — the crop season (e.g., 2025/2026 Main Crop), and the origin region within Ghana's cocoa belt.

Quantity: The agreed quantity in metric tonnes (MT) or bags (each bag: 64kg net), confirmed by COCOBOD weight tickets or LBC purchase certificates issued at the takeover centre.

Quality Standards: Reference to COCOBOD quality standards under LI 1335, including maximum moisture content (7.5%), maximum defect count (5%), and bean size (300-bean count test). The right of either party to require re-grading by a COCOBOD certified quality inspector.

Price and Payment: The agreed price per metric tonne or per bag in Ghana Cedis (GHS) — which must not be below the COCOBOD-set producer price for farmer transactions under PNDCL 81 — or an international FOB Tema price in US Dollars (USD) for export-oriented transactions. Payment method (bank transfer to a Bank of Ghana-licensed account), payment timing (e.g., against COCOBOD weight ticket, against bill of lading), and currency.

Delivery Terms: The delivery point — farm gate, LBC aggregation point, COCOBOD takeover centre (e.g., Kumasi, Takoradi), or Tema Port — and the party responsible for transportation, handling, and insurance at each stage. For export transactions, Incoterms 2020 (FOB Tema Port) should be specified.

Sustainability Certifications: Where cocoa is certified under Fairtrade International, Rainforest Alliance, or UTZ standards, details of the certification body, the certification number, and the premium amount payable above the COCOBOD floor price.

Risk and Title: When risk of loss passes from seller to buyer — typically at the COCOBOD takeover centre upon issuance of a weight ticket and quality certificate, or at the Tema Port FOB point for export contracts.

Governing Law and Dispute Resolution: Ghana law, with disputes referred to the High Court (Commercial Division) in Accra or arbitration under the Alternative Dispute Resolution Act 2010 (Act 798). COCOBOD's internal dispute resolution mechanisms under PNDCL 81 are available for LBC-related disputes. Forms-legal.com provides this template as a starting point for COCOBOD-compliant cocoa trading agreements in Ghana.

Compliance elements include: COCOBOD producer price compliance; LBC licence verification; GRA TIN documentation; Ghana Customs Division export declaration requirements under the Customs Act 2015 (Act 891); and Phytosanitary Certificate from the Plant Protection and Regulatory Services Directorate (PPRSD) for export consignments.