Infrastructure Concession Agreement (Ghana)

An Infrastructure Concession Agreement in Ghana records the obligations the parties accept and the terms governing their arrangement.

The Public Private Partnership Act 2020 (Act 1039) established the Ghana Public Private Partnership Authority (PPPA) to regulate, support, and coordinate PPP transactions in Ghana. The PPPA operates under the Ministry of Finance and must approve all PPP projects above the prescribed financial threshold before a concession agreement is executed. The PPPA's Public Private Partnership Guidelines 2022 set out the procurement process, feasibility study requirements, risk allocation principles, and the standard concession agreement framework for infrastructure projects in Ghana's road, energy, water, port, and social infrastructure sectors.

An Infrastructure Concession Agreement in Ghana must be distinguished from a Build-Operate-Transfer (BOT) Agreement, a Lease Agreement for public assets, and a Management Contract for public services. A BOT agreement typically involves the concessionaire constructing new infrastructure and operating it for a concession period before transferring it to the government at no cost. A lease agreement involves the government leasing existing public assets to a private operator without a construction obligation. A management contract involves the government retaining ownership and operational control while paying a private manager a fee. The Infrastructure Concession Agreement may incorporate elements of all three structures, with the specific structure determined by the PPPA's feasibility analysis.

Major infrastructure concession agreements executed in Ghana include the Accra-Tema Motorway Concession managed by Ghana Highway Authority, port concession agreements at the Port of Tema and Port of Takoradi supervised by the Ghana Ports and Harbours Authority (GPHA), and energy sector concession arrangements overseen by the Energy Commission of Ghana and the Public Utilities Regulatory Commission (PURC). Each of these agreements incorporates the risk allocation, force majeure, government support obligations, and termination compensation provisions that form the core of a Ghana-compliant concession framework.

The Bank of Ghana (BoG) and international development finance institutions — including the African Development Bank (AfDB), the World Bank Group's International Finance Corporation (IFC), and the Multilateral Investment Guarantee Agency (MIGA) — often provide financing or guarantees for Ghanaian infrastructure concessions. These institutions require the concession agreement to comply with their Environmental and Social Standards (ESS) and with Ghana's Environmental Protection Agency (EPA) Act 1994 (Act 490) before disbursing funds.

The legal framework governing the Infrastructure Concession 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 Infrastructure Concession Agreement (Ghana) in Ghana should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Public Private Partnership Act 2020 (Act 1039) sets the foundational requirements.

An Infrastructure Concession Agreement in Ghana is required in a range of public-private partnership and infrastructure development contexts under the Public Private Partnership Act 2020 (Act 1039).

An Infrastructure Concession Agreement is required when the Government of Ghana or a metropolitan, municipal, or district assembly (MMDA) seeks to engage a private sector company to finance, build, and operate a road, bridge, water treatment plant, or other public infrastructure asset under a PPP structure approved by the Ghana Public Private Partnership Authority (PPPA) under Act 1039.

A concession agreement is needed when a private company wins a tender to develop and operate a toll road or bridge in Ghana under a Build-Operate-Transfer (BOT) arrangement, where the concessionaire recovers its investment through toll revenues collected from users over the concession period and then transfers the infrastructure to the Ghana Highway Authority at the end of the term.

An Infrastructure Concession Agreement is required when a private operator seeks to develop and manage a port terminal, logistics hub, or industrial zone in Ghana, where the agreement with the Ghana Ports and Harbours Authority (GPHA) or the Ghana Free Zones Authority (GFZA) defines the concessionaire's exclusive rights, the port dues and tariff framework, and the environmental obligations under the Environmental Protection Agency (EPA) Act 1994 (Act 490).

A concession agreement is needed when a renewable energy developer seeks to build and operate a solar, wind, or hydroelectric power project in Ghana under a concession from the Energy Commission, with a Power Purchase Agreement (PPA) executed with the Electricity Company of Ghana (ECG) or the GridCo for the sale of generated power.

An Infrastructure Concession Agreement is required when an international development finance institution — such as the African Development Bank (AfDB) or the IFC — provides project financing for a Ghanaian infrastructure project and requires a valid, enforceable concession agreement as a condition of its loan or guarantee documentation.

Parties in Ghana should prepare a Infrastructure Concession Agreement (Ghana) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. 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). Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

A valid Infrastructure Concession Agreement in Ghana under the Public Private Partnership Act 2020 (Act 1039) and the Contracts Act 1960 (Act 25) must contain the following essential elements.

Parties and Recitals: Full legal names, registration numbers with the Office of the Registrar of Companies (ORC), registered addresses, and authorised signatories of the grantor (government entity) and concessionaire (private company). The recitals should record the PPPA approval reference number and the procurement process through which the concessionaire was selected, in compliance with the Public Procurement Act 2003 (Act 663) as amended by Act 914.

Concession Grant: A clear statement of the exclusive right granted to the concessionaire — to design, finance, construct, operate, maintain, and eventually transfer the named infrastructure asset — together with the concession area boundaries, any associated land access rights, and the restriction on sub-concessions or assignments without the grantor's prior written consent.

Concession Period: The duration of the concession (typically 20 to 30 years for major infrastructure), the commencement date, the construction period, the operations and maintenance period, and the transfer date. Section 10 of the Public Private Partnership Act 2020 (Act 1039) requires the concession period to be commensurate with the investment recovery period.

Revenue Mechanism: The tariff or user charge structure, the applicable currency (Ghana Cedis (GHS) or foreign currency indexed to the prevailing Bank of Ghana exchange rate), the revenue sharing formula between the grantor and concessionaire, and any availability payment or viability gap funding to be provided by the Government of Ghana through the Ministry of Finance.

Government Support Obligations: Any sovereign guarantee, land acquisition obligation, utility connection commitment, or exemption from import duties on project equipment to be provided by the Government of Ghana, consistent with the PPPA Guidelines 2022 and the Customs Act 2015 (Act 891).

Risk Allocation: A risk matrix allocating construction risk, demand risk, force majeure risk, regulatory change risk, and currency risk between the grantor and concessionaire, consistent with international PPP best practice and the PPPA's standard risk allocation framework for Ghana infrastructure projects.

Environmental and Social Obligations: The concessionaire's obligations under the Environmental Protection Agency (EPA) Act 1994 (Act 490), including obtaining an Environmental Impact Assessment (EIA) permit from the EPA before commencing construction, implementing the approved Environmental Management Plan (EMP), and complying with the World Bank's Environmental and Social Standards (ESS) where international financing is involved.

Termination and Compensation: The circumstances in which the concession may be terminated by either party — including termination for default, termination for convenience by the grantor, and termination following force majeure — and the compensation payable to the concessionaire in each scenario. The forms-legal.com Infrastructure Concession Agreement template includes a PPPA-aligned termination compensation formula and a step-in rights mechanism for lenders.

Governing Law and Dispute Resolution: Ghana law, with disputes referred first to an Expert Determination Panel, then to arbitration under the rules of the Ghana Arbitration Centre (GAC) or the London Court of International Arbitration (LCIA), with the seat of arbitration in Accra or London as agreed. Ghana is a signatory to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Additional compliance elements for a Infrastructure Concession Agreement (Ghana) used in Ghana include: 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). Forms-legal.com provides this template as a starting point for Ghana-compliant documentation.