Retainer Agreement (Ghana)

A Retainer Agreement in Ghana governs the relationship between the parties by fixing what each must do.

A Retainer Agreement differs from a standard service agreement in that the retainer fee is paid periodically — typically monthly or quarterly — to reserve the professional's availability and expertise, whether or not specific services are requested in that period. The professional commits to being available to the client and to prioritising the client's matters during the retainer period. In return, the client pays the retainer fee as a guaranteed minimum income for the professional.

In Ghana's legal profession, Retainer Agreements are commonly used by companies and organisations that wish to retain legal counsel from a firm enrolled with the Ghana Bar Association. The Legal Profession Act 1960 (Act 32) and the Legal Profession (Professional Conduct and Etiquette) Rules 2020 (L.I. 2423) govern the professional conduct of lawyers in Ghana, including fee agreements, client confidentiality, and conflicts of interest. A Retainer Agreement with a law firm must comply with these rules, particularly the prohibition on fee arrangements that create a conflict of interest between the lawyer's duties to the client and the lawyer's financial interests.

In the accounting and audit profession, Retainer Agreements are used by businesses that wish to retain the services of a Chartered Accountant registered with the Institute of Chartered Accountants Ghana (ICAG) or a tax adviser registered with the Ghana Revenue Authority (GRA). The accountant provides ongoing bookkeeping, management accounts, tax compliance, and advisory services under the Income Tax Act 2015 (Act 896) and the Value Added Tax Act 2013 (Act 870) for a monthly retainer fee.

The Labour Act 2003 (Act 651) does not apply to a genuine Retainer Agreement with an independent professional, since the professional is not an employee. However, the Ghana Revenue Authority (GRA) scrutinises arrangements that are labelled as independent contractor or retainer arrangements but in substance create an employer–employee relationship. If the professional is found to be an employee under the employment status tests applied by the GRA and the National Pensions Act 2008 (Act 766), the client becomes liable for Pay As You Earn (PAYE) income tax withholding and SSNIT contributions.

The Data Protection Act 2012 (Act 843) is relevant where the professional has access to the client's personal data — for example, employee records, customer data, or financial information — in the course of providing retainer services. The Retainer Agreement should incorporate data protection obligations consistent with Act 843, including restrictions on the use of personal data and requirements for appropriate security measures.

The Value Added Tax Act 2013 (Act 870) applies to professional services provided under a Retainer Agreement where the service provider is a VAT-registered person under Act 870. A VAT-registered professional must charge VAT at the standard rate (15%) plus the GETFL levy (2.5%) and NHIL levy (2.5%) on taxable services, and the Retainer Agreement should specify whether the retainer fee is inclusive or exclusive of VAT.

Disputes under Retainer Agreements in Ghana are commonly resolved through the High Court (Commercial Division) in Accra or through arbitration under the Alternative Dispute Resolution Act 2010 (Act 798) administered by the Ghana Arbitration Centre. For disputes involving lawyers, the Legal Profession Act 1960 (Act 32) provides a separate complaints and disciplinary mechanism through the General Legal Council.

A Retainer Agreement in Ghana is needed whenever a client wishes to engage a professional on an ongoing basis and wishes to document the scope, fees, and terms of the engagement in a legally binding contract.

A Retainer Agreement is needed when a company incorporated under the Companies Act 2019 (Act 992) wishes to retain a law firm enrolled with the Ghana Bar Association to provide ongoing legal advice on corporate governance, commercial contracts, employment matters under the Labour Act 2003 (Act 651), and regulatory compliance.

A Retainer Agreement is required when a business wishes to engage a Chartered Accountant registered with the Institute of Chartered Accountants Ghana (ICAG) to provide monthly management accounts, tax compliance services under the Income Tax Act 2015 (Act 896) and Value Added Tax Act 2013 (Act 870), and financial advisory services.

A Retainer Agreement is needed when a technology company or start-up operating in Ghana's growing fintech sector wishes to retain a software developer or IT consultant on a part-time basis under the Contracts Act 1960 (Act 25), without creating an employment relationship subject to the Labour Act 2003 (Act 651).

A Retainer Agreement is required when a listed company on the Ghana Stock Exchange (GSE) or a company regulated by the Securities and Exchange Commission (SEC Ghana) wishes to retain an investor relations consultant or public relations firm to provide ongoing communications and media relations services.

A Retainer Agreement is needed when a foreign company registered with the Ghana Investment Promotion Centre (GIPC) under the Ghana Investment Promotion Centre Act 2013 (Act 865) wishes to retain a local consultant or adviser to assist with regulatory compliance, government liaison, and market development in Ghana.

A Retainer Agreement is required when a healthcare organisation, non-governmental organisation (NGO), or development partner operating in Ghana wishes to retain a specialist consultant — such as a public health expert, environmental engineer, or education specialist — on an ongoing basis for project management and advisory services.

Parties in Ghana should prepare a Retainer 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 legally binding Retainer Agreement in Ghana under the Contracts Act 1960 (Act 25) must include the following essential elements.

Parties: Full legal names and addresses of the client and the professional. Where the professional is a company registered under the Companies Act 2019 (Act 992), the company registration number issued by the Office of the Registrar of Companies (ORC) should be stated. For law firms, the firm's enrolment with the Ghana Bar Association should be referenced.

Scope of Services: A precise description of the services the professional will provide under the retainer — for example, legal advice on commercial contracts, monthly management accounts and tax compliance, or IT support and software maintenance. The scope should be sufficiently defined to avoid disputes about what is included and what requires additional fees.

Retainer Fee: The amount of the retainer fee, the period for which it is payable (monthly, quarterly), the payment due date, and the method of payment (bank transfer, mobile money). The agreement should specify whether the retainer fee is inclusive or exclusive of VAT under the Value Added Tax Act 2013 (Act 870).

Scope of Retainer: Whether the retainer fee covers all services or a defined number of hours per period, and what happens when the hours are exceeded — for example, additional services billed at an agreed hourly or daily rate.

Independent Contractor Status: A clause confirming that the professional is an independent contractor and not an employee, that the client is not responsible for PAYE withholding or SSNIT contributions in respect of services rendered under the agreement, and that the professional is responsible for their own income tax under the Income Tax Act 2015 (Act 896). This clause does not prevent the GRA from reclassifying the relationship as employment if the substance of the arrangement is employment.

Confidentiality: Obligations on the professional to keep all confidential information — including the client's business plans, financial data, legal matters, and employee information — strictly confidential during and after the engagement, consistent with the Data Protection Act 2012 (Act 843) and equitable principles of confidence applied by the High Court (Commercial Division) in Accra.

Intellectual Property: Ownership of work product created by the professional under the retainer. Where work is created specifically for the client, the agreement should confirm that intellectual property vests in the client upon payment of the retainer fee, subject to any moral rights under Ghana law.

Term and Termination: The initial term of the retainer (typically 12 months), renewal provisions, and the notice period required to terminate — typically 30 to 60 days written notice by either party for convenience, and immediate termination for material breach.

Governing Law and Dispute Resolution: Ghana law, with disputes referred to the High Court (Commercial Division) in Accra or to arbitration under the Alternative Dispute Resolution Act 2010 (Act 798). For disputes involving lawyers, the complaints mechanism under the Legal Profession Act 1960 (Act 32) and the General Legal Council applies.

Forms-legal.com provides this Retainer Agreement template for businesses and professionals operating in Ghana. Both parties should review the template carefully to confirm it reflects their specific arrangement and seek advice from a solicitor enrolled with the Ghana Bar Association where the engagement involves significant commercial value.

Additional compliance elements for a Retainer 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.