Deed of Assignment (Ghana)

A Deed of Assignment in Ghana conveys rights in land or assets, taking effect once executed by the parties to it.

Under Ghanaian law, a legal assignment is effective against the debtor or other third party without the need for the debtor's consent, provided that written notice of the assignment is given to the debtor. The notice is critical: until notice of the assignment is given to the debtor or obligor, the assignment is equitable only, and the debtor may validly continue to make payments to the assignor. Once notice is given, all payments must be directed to the assignee. The Contracts Act 1960 (Act 25) and common law principles require the assigned right to be in existence at the time of assignment — a future right may be assigned in equity as an agreement to assign when the right comes into existence.

A Deed of Assignment is commonly used in Ghana to transfer the benefit of a Loan Agreement from one lender to another, to assign rental income rights from a property to a financier as security, to transfer the benefit of a government contract or procurement agreement awarded by a procuring entity under the Public Procurement Act 2003 (Act 663) and the Public Procurement (Amendment) Act 2016 (Act 914), to assign insurance policy benefits, or to transfer intellectual property rights registered with the Ghana Intellectual Property Commission (GIPC) under the Copyright Act 2005 (Act 690) or the Patents Act 2003 (Act 657).

For assignments of immovable property or interests in land in Ghana, the Land Title Registration Act 1986 (PNDCL 152) and the Land Registration Act 2020 (Act 1036) require the assignment to be registered with the Lands Commission to be effective against third parties. The Stamp Duty Act 2005 (Act 689) imposes ad valorem stamp duty on Deeds of Assignment of property, and the instrument must be stamped before or at the time of execution and before registration with the Lands Commission.

For assignments of shares in a company incorporated under the Companies Act 2019 (Act 992), the Deed of Assignment must be accompanied by a stock transfer form and lodged with the company's registrar for entry in the register of members. The company must notify the Office of the Registrar of Companies (ORC) of the change in shareholding within 28 days of the transfer under Act 992. The Ghana Revenue Authority (GRA) assesses Capital Gains Tax on the disposal of chargeable assets under the Income Tax Act 2015 (Act 896), including assignment of shares and assignment of interests in land.

The legal requirements for a valid assignment in Ghana draw on multiple statutory sources. For assignments of interests in land, the Land Registration Act 2020 (Act 1036) requires registration with the Lands Commission within a prescribed period of execution. For assignments of intellectual property rights, the Ghana Intellectual Property Commission (GIPC) maintains registers of assignments of patents under the Patents Act 2003 (Act 657), industrial designs under the Industrial Designs Act 2003 (Act 660), and trademarks under the Trademarks Act 2004 (Act 664). Assignments of copyright under the Copyright Act 2005 (Act 690) are effective without registration but should be lodged with GIPC for evidentiary purposes.

In the financial services sector, assignments of loan receivables and credit rights are used in securitisation transactions in Ghana, where a bank licensed by the Bank of Ghana assigns pools of mortgage loans or personal loans to a special purpose vehicle (SPV) for the purpose of issuing asset-backed securities on the Ghana Stock Exchange (GSE) under the Securities Industry Act 2016 (Act 929). The Bank of Ghana's guidelines on securitisation require that the assignment be a true sale — not a mere security interest — and that the SPV be insulated from the originating bank's insolvency risk.

The Deed of Assignment is also used extensively in government procurement in Ghana. Where a subcontractor under a Public Procurement Act 2003 (Act 663) contract wishes to assign their right to receive payment to a commercial bank to obtain project finance, the assignment of receivables must be approved by the procuring entity and the Public Procurement Authority (PPA) in accordance with the applicable standard terms of contract. The Ministry of Finance requires that all assignments of government payment obligations be recorded in the Integrated Financial Management Information System (IFMIS) administered by the Controller and Accountant-General's Department.

A Deed of Assignment in Ghana is needed in the following circumstances.

A Deed of Assignment is required when a creditor under a Loan Agreement wishes to assign the benefit of the loan — including the right to receive repayments and enforce security — to a third party assignee, such as a bank or non-bank financial institution licensed by the Bank of Ghana, without the need to create a new loan instrument.

A Deed of Assignment is needed when a landlord or property owner in Ghana wishes to assign rental income rights from a commercial or residential property to a financier or investor, to be recorded at the Lands Commission under the Land Registration Act 2020 (Act 1036).

A Deed of Assignment is required when a contractor awarded a government procurement contract under the Public Procurement Act 2003 (Act 663) and Act 914 (Amendment) wishes to assign the benefit of the contract — or the right to receive payment under it — to a financier in exchange for project financing.

A Deed of Assignment is needed when the holder of a copyright registered with the Ghana Intellectual Property Commission (GIPC) under the Copyright Act 2005 (Act 690), or a patent registered under the Patents Act 2003 (Act 657), wishes to transfer ownership of the intellectual property right to another party.

A Deed of Assignment is required when a party to a commercial contract in Ghana — such as a distribution agreement, licence agreement, or service agreement — wishes to assign the benefit of that contract to a related company or successor business, subject to any anti-assignment clauses in the original contract.

A Deed of Assignment is needed when an insurance policyholder in Ghana wishes to assign the benefit of a life assurance policy or general insurance policy to a mortgagee bank licensed by the Bank of Ghana as security for a mortgage under the Mortgages Act 1972 (Act 392).

A Deed of Assignment is required in share transfers within a company incorporated under the Companies Act 2019 (Act 992), particularly for private companies where the company articles impose pre-emption rights or restrictions on transfer, to document the title transfer and to support the update of the register of members and notification to the Office of the Registrar of Companies (ORC).

Parties in Ghana should execute a Deed of Assignment and serve notice on the relevant third party promptly, to convert an equitable assignment into a legal assignment with full third-party effect.

A Deed of Assignment is required when a Ghanaian exporter wishes to assign the benefit of a confirmed letter of credit issued by a foreign bank to a domestic bank licensed by the Bank of Ghana, to obtain pre-shipment finance before the goods are shipped and the letter of credit is presented for payment.

A Deed of Assignment is needed when a technology company incorporated under the Companies Act 2019 (Act 992) wishes to assign software copyright registered with the Ghana Intellectual Property Commission (GIPC) under the Copyright Act 2005 (Act 690) to a foreign parent company or investor as part of a group intellectual property holding arrangement.

A Deed of Assignment is required when a residential landlord in Ghana mortgages a rental property to a bank licensed by the Bank of Ghana and the bank requires an assignment of rental income as additional security for the mortgage, to be registered as a subsidiary security at the Lands Commission under the Land Registration Act 2020 (Act 1036) alongside the principal mortgage instrument.

A valid Deed of Assignment in Ghana under the Contracts Act 1960 (Act 25) must contain the following essential elements.

Parties: Full legal names and addresses of the assignor (the party transferring the right) and the assignee (the party receiving the right). Where either party is a company, include the company registration number issued by the Office of the Registrar of Companies (ORC) under the Companies Act 2019 (Act 992) and the Ghana Revenue Authority Tax Identification Number (GRA TIN).

Date of Execution: The date the Deed of Assignment is signed in DD/MM/YYYY format. The date is relevant to the running of limitation periods under the Limitation Act 1972 (NRCD 54) and to stamp duty assessment under the Stamp Duty Act 2005 (Act 689).

Description of the Assigned Right: A precise and complete description of the right, interest, or benefit being assigned — for example, the benefit of a specific Loan Agreement dated [date] between [parties], the rental income rights from property situated at [address] registered with the Lands Commission under Title No. [number], or a copyright in [work] registered with the Ghana Intellectual Property Commission (GIPC) under registration number [number].

Consideration or Statement of Gift: The consideration paid by the assignee to the assignor in Ghana Cedis (GHS), or a statement that the assignment is made for good and valuable consideration, the receipt and sufficiency of which is acknowledged. A deed may take effect without consideration if executed as a deed.

Words of Assignment: An express operative clause — for example, "the Assignor hereby assigns to the Assignee all the Assignor's rights, title, interest, and benefit in and to [the assigned right] with effect from the date of this Deed" — which leaves no ambiguity as to the transfer intended.

Notice to Obligor: A requirement that the assignor or assignee promptly serve written notice of the assignment on the debtor, obligor, or counterparty to the assigned contract, to convert the assignment from equitable to legal and to prevent the debtor from continuing to deal with the assignor.

Warranties: Representations by the assignor that they have full title to assign the right, that the right is free from undisclosed encumbrances, that they have not previously assigned the same right, and that any consent required under the original contract has been obtained.

Stamp Duty: An acknowledgment that the Deed of Assignment is subject to stamp duty under the Stamp Duty Act 2005 (Act 689) and that the assignee is responsible for payment of stamp duty before registration or enforcement.

Governing Law: Ghana law, with disputes referred to the High Court of Justice, Ghana.

Forms-legal.com provides this Deed of Assignment template as a starting point for Ghana-compliant assignment documentation. Parties should confirm stamp duty requirements and seek advice from a legal practitioner enrolled with the Ghana Bar Association before execution.

Further Assurance: An obligation on the assignor to execute any further documents and take any further steps reasonably required to perfect the assignee's title to the assigned right, including filing notices with the Lands Commission under the Land Registration Act 2020 (Act 1036), notifying the Office of the Registrar of Companies (ORC) of a share transfer under the Companies Act 2019 (Act 992), or updating registration records with the Ghana Intellectual Property Commission (GIPC). The assignor must cooperate promptly and at the assignee's cost. This further assurance obligation survives completion and continues until all steps required to vest the assigned right fully and legally in the assignee have been completed.

Registration Requirements: The Deed of Assignment must identify the relevant registration authority for the assigned right and confirm the party responsible for lodging the instrument — whether at the Lands Commission under the Land Registration Act 2020 (Act 1036) for land interests, the Office of the Registrar of Companies (ORC) for share transfers under the Companies Act 2019 (Act 992), or the Ghana Intellectual Property Commission (GIPC) for intellectual property rights.

Priority of Competing Assignments: The Deed of Assignment should include a clause confirming that, as between competing assignments of the same right, priority is determined by the date of notice to the obligor under the common law first-in-time rule applied by the courts of Ghana — not by the date of the assignment deed itself. This protects the assignee from losing priority to a subsequent assignee who gives earlier notice to the obligor.

Future Rights: Where the assignment purports to include future rights that do not yet exist at the date of the deed — such as future receivables or future intellectual property — the deed should contain an express agreement to assign those rights when they come into existence, which operates in equity as an equitable assignment of the future rights, enforceable under the equitable principles applied by the High Court of Justice, Ghana under the Courts Act 1993 (Act 459).