Legal Services Retainer Agreement (Ghana)
Legal Services Retainer Agreement
This Legal Services Retainer Agreement (this "Agreement") is entered into on [Retainer Date] between:
CLIENT: [Client Name], of [Client Address], ORC No. [Client ORC No.] (the "Client"); and
SOLICITOR: [Solicitor Name], of [Solicitor Address], Ghana Bar Association No. [GBA Number], General Legal Council Practising Certificate No. [GLC Certificate], VAT Reg. No. [VAT Reg. No.] (the "Solicitor").
This Agreement is made under the Legal Profession Act 1960 (Act 32), the Legal Profession (Professional Conduct and Etiquette) Rules 2020 (L.I. 2423), and the Contract Act 1960 (Act 25).
1. Scope of Services
The Solicitor agrees to provide the following legal services to the Client during the retainer period (the "Services"): [Scope of Services].
The retainer includes up to [Included Hours] of advisory time per month. Time recorded beyond this allowance will be billed at the overrun hourly rate specified in clause 2.3.
The following services are outside the scope of this retainer and will be engaged and invoiced separately if required: [Excluded Services].
2. Fees and Payment
The Client shall pay to the Solicitor a monthly retainer fee of [Monthly Fee] (exclusive of VAT), due on the [Payment Due Date]. Payment shall be made in Ghana Cedis (GHS) by bank transfer to the Solicitor's designated account. VAT under the Value Added Tax Act 2013 (Act 870) will be charged at the applicable rate if the Solicitor is registered for VAT with the Ghana Revenue Authority (GRA).
Disbursements and out-of-pocket expenses are payable by the Client in addition to the retainer fee, as follows: [Disbursements Policy].
Hours exceeding the monthly advisory allowance will be billed at [Overrun Rate] per hour, invoiced monthly in arrears. The Solicitor will notify the Client before the monthly allowance is exhausted.
The fees stated in this Agreement are consistent with the requirement of Rule 14 of the Legal Profession (Professional Conduct and Etiquette) Rules 2020 (L.I. 2423) that fees be agreed in writing and be fair and reasonable.
3. Duration and Termination
This Agreement commences on [Start Date] for an initial term of [Initial Term], and shall thereafter renew automatically on a month-to-month basis unless terminated by either party.
Either party may terminate this Agreement after the initial term by giving [Notice Period] written notice to the other party. Either party may terminate immediately on written notice if the other party is in material breach and fails to remedy the breach within 14 days of written notice.
The Solicitor may terminate this Agreement immediately if a conflict of interest arises under Rule 9 of L.I. 2423 that cannot be managed, notifying the Client promptly and refunding any prepaid retainer fees for the period after termination.
4. Confidentiality and Professional Conduct
The Solicitor shall maintain strict confidentiality in respect of all information disclosed by the Client in connection with the Services, in accordance with Rule 7 of the Legal Profession (Professional Conduct and Etiquette) Rules 2020 (L.I. 2423) and the solicitor-client privilege under the Evidence Act 1975 (NRCD 323). This obligation survives the termination of this Agreement.
The Solicitor shall at all times comply with the Legal Profession Act 1960 (Act 32) and the Legal Profession (Professional Conduct and Etiquette) Rules 2020 (L.I. 2423) in providing the Services.
Where the Services involve processing personal data, the Solicitor shall comply with the Data Protection Act 2012 (Act 843) and the requirements of the Data Protection Commission (DPC) as a data processor acting on the Client's instructions.
5. Governing Law
This Agreement is governed by the laws of the Republic of Ghana. Any dispute arising out of or in connection with this Agreement — including any dispute about fees — shall be referred to the [Governing Court].
Signatures
IN WITNESS WHEREOF the Parties have executed this Legal Services Retainer Agreement on the date first written above.
Client (Authorised Signatory)
________________
Signature
Solicitor / Law Firm
________________
Signature
What Is a Legal Services Retainer Agreement (Ghana)?
A Legal Services Retainer Agreement in Ghana records the obligations the parties accept and the terms governing their arrangement.
The Ghana Bar Association — established under the Legal Profession Act 1960 (Act 32) — is the professional body representing solicitors in Ghana. All persons who practice as solicitors in Ghana must be enrolled with the Ghana Bar Association and hold a valid practising certificate issued by the General Legal Council of Ghana, which is the statutory body responsible for legal education and discipline under Act 32. A solicitor who holds a valid practising certificate and is in good standing with the General Legal Council may enter into a Legal Services Retainer Agreement on the terms described in this document.
A retainer agreement is distinct from a per-matter engagement letter in that it creates an ongoing obligation for the solicitor to be available to the client for a broad range of legal services within the scope defined by the agreement, rather than for a single specific matter. Retainer arrangements are common in Ghana for businesses incorporated under the Companies Act 2019 (Act 992) and registered with the Office of the Registrar of Companies (ORC) that require regular legal advice on contracts, regulatory compliance, employment matters under the Labour Act 2003 (Act 651), and dispute resolution.
The Legal Profession (Professional Conduct and Etiquette) Rules 2020 (L.I. 2423) — issued by the General Legal Council of Ghana under the Legal Profession Act 1960 (Act 32) — govern the professional conduct of solicitors in Ghana, including the basis on which fees may be charged, the obligation to avoid conflicts of interest, and the duty of confidentiality owed to clients. Rule 14 of L.I. 2423 provides that a solicitor must agree on fees with the client in writing before commencing work, and a Legal Services Retainer Agreement satisfies this requirement.
The Data Protection Act 2012 (Act 843) requires law firms in Ghana that process personal data of clients to register with the Data Protection Commission (DPC) and to process personal data only with a lawful basis and in compliance with the principles of Act 843. A Legal Services Retainer Agreement involving the processing of client personal data — including corporate documents, financial records, employment data, or litigation files — must be consistent with the law firm's data processing obligations under Act 843.
The Ghana Revenue Authority (GRA) requires solicitors to charge Value Added Tax (VAT) under the Value Added Tax Act 2013 (Act 870) on legal services supplied in Ghana. Legal services are a taxable supply under Act 870, and solicitors whose annual taxable turnover exceeds the VAT registration threshold are required to register with the GRA for VAT purposes, charge VAT at the applicable rate on retainer fees, and file VAT returns. Clients who are themselves VAT-registered businesses may recover input VAT on retainer fees as a credit against their output VAT liability.
When Do You Need a Legal Services Retainer Agreement (Ghana)?
A Legal Services Retainer Agreement in Ghana is required whenever a business, organisation, or individual wishes to retain a solicitor or law firm for ongoing legal advice and services over a defined period, rather than engaging a solicitor for individual matters on an ad hoc basis.
A Legal Services Retainer Agreement is needed when a company incorporated under the Companies Act 2019 (Act 992) and registered with the Office of the Registrar of Companies (ORC) wishes to retain a law firm enrolled with the Ghana Bar Association to provide regular legal advice on corporate governance, board resolutions, shareholder agreements, contract review, and regulatory compliance.
A Legal Services Retainer Agreement is required when a foreign investor registered with the Ghana Investment Promotion Centre (GIPC) under the Ghana Investment Promotion Centre Act 2013 (Act 865) wishes to retain a Ghanaian solicitor for ongoing advice on Ghanaian investment law, regulatory approvals from sector regulators such as the Bank of Ghana (BoG), the Securities and Exchange Commission (SEC Ghana), or the National Communications Authority (NCA), and local employment law under the Labour Act 2003 (Act 651).
A Legal Services Retainer Agreement is needed when a financial institution licensed by the Bank of Ghana (BoG) under the Banks and Specialised Deposit-Taking Institutions Act 2016 (Act 930) wishes to retain external solicitors for ongoing advice on banking regulation, loan documentation, security enforcement, and dispute resolution before the High Court (Commercial Division) in Accra or the Ghana Arbitration Centre.
A Legal Services Retainer Agreement is required when a real estate developer or property company in Ghana wishes to retain a solicitor with expertise in land law for ongoing advice on conveyancing, Lands Commission searches, stool land transactions, and planning applications to District Assemblies under the Land Use and Spatial Planning Act 2016 (Act 925).
A Legal Services Retainer Agreement is needed when an individual high-net-worth client or family office in Ghana requires ongoing personal legal advice covering estate planning, wills under the Wills Act 1971 (Act 360), family law, and tax planning under the Income Tax Act 2015 (Act 896).
Parties in Ghana should prepare a Legal Services 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.
What to Include in Your Legal Services Retainer Agreement (Ghana)
A binding Legal Services Retainer Agreement in Ghana under the Legal Profession Act 1960 (Act 32) and the Legal Profession (Professional Conduct and Etiquette) Rules 2020 (L.I. 2423) must contain the following essential elements.
Parties: Full legal name and address of the client and the solicitor or law firm. The solicitor's Ghana Bar Association membership number and General Legal Council practising certificate number must be stated, confirming the solicitor is entitled to practise under Act 32.
Scope of Services: A precise description of the legal services to be provided under the retainer — for example, corporate and commercial advice, contract review, employment law advice, regulatory compliance, real estate transactions, or dispute resolution. Services outside the defined scope should be agreed separately in a matter-specific engagement letter and charged at the solicitor's hourly or matter rate.
Retainer Fee: The monthly or quarterly retainer fee payable by the client in Ghana Cedis (GHS), the payment due date, and the bank account to which payment is to be made. The fee must satisfy Rule 14 of the Legal Profession (Professional Conduct and Etiquette) Rules 2020 (L.I. 2423), which requires fees to be fair and reasonable having regard to the nature and complexity of the services, the time involved, and the solicitor's skill and experience.
VAT: Confirmation that VAT under the Value Added Tax Act 2013 (Act 870) will be charged on the retainer fee at the applicable rate if the solicitor or law firm is registered for VAT with the Ghana Revenue Authority (GRA). The VAT registration number of the law firm should be stated.
Included Services and Exclusions: A clear list of what is included within the retainer fee (for example, up to a stated number of advisory hours per month, standard contract reviews, and attendance at board meetings) and what is excluded (for example, litigation, land registration fees, court filing fees, and overnight travel).
Duration and Termination: The commencement date and initial term of the retainer (typically one year, renewable annually), and the notice period required by either party to terminate — typically 30 or 60 days' written notice. Grounds for immediate termination — such as material breach, insolvency, or a conflict of interest arising under the Legal Profession (Professional Conduct and Etiquette) Rules 2020 — should be stated.
Confidentiality: The solicitor's obligation of confidentiality under Rule 7 of L.I. 2423 and the solicitor-client privilege recognised by the Evidence Act 1975 (NRCD 323). The client's obligation to provide accurate and complete information to the solicitor.
Conflict of Interest: A statement that the solicitor will notify the client immediately of any actual or potential conflict of interest arising under Rule 9 of L.I. 2423 and will cease to act if the conflict cannot be managed.
Forms-legal.com provides this Legal Services Retainer Agreement template as a starting point for client-solicitor engagements in Ghana. Clients and solicitors should adapt the scope of services and fee provisions to reflect the specific nature of the engagement, and should review the agreement with reference to the current Legal Profession (Professional Conduct and Etiquette) Rules 2020 (L.I. 2423) issued by the General Legal Council of Ghana.
Additional compliance elements for a Legal Services 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.
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note = {Free legal document template}
}Frequently Asked Questions
A legal retainer in Ghana is an arrangement under which a client pays a fixed periodic fee — typically monthly or quarterly — to a solicitor enrolled with the Ghana Bar Association in exchange for the solicitor being available to provide agreed legal services during the retainer period. The retainer fee is paid regardless of whether the client uses all the available hours or services in a given period, in exchange for the solicitor's availability and commitment of capacity. Under the Legal Profession (Professional Conduct and Etiquette) Rules 2020 (L.I. 2423) issued by the General Legal Council of Ghana under the Legal Profession Act 1960 (Act 32), the solicitor must agree fees with the client in writing before commencing work, and the retainer agreement fulfils this requirement. Retainers are particularly common for corporate clients who require regular legal advice on contracts, employment matters, regulatory compliance, and dispute management, and who prefer predictable legal costs through a fixed monthly fee.
Rule 14 of the Legal Profession (Professional Conduct and Etiquette) Rules 2020 (L.I. 2423), issued by the General Legal Council of Ghana under the Legal Profession Act 1960 (Act 32), requires a solicitor to agree fees with the client in writing before commencing work. A written Legal Services Retainer Agreement satisfies this requirement and protects both the solicitor and the client from disputes about the scope of services and the fees payable. An oral retainer arrangement — while not automatically void under the Contract Act 1960 (Act 25) — creates evidential difficulties and professional conduct risks for the solicitor if a fee dispute arises before the General Legal Council or the High Court. Written retainer agreements are therefore standard professional practice for all law firms enrolled with the Ghana Bar Association and operating in Accra, Kumasi, Takoradi, and other commercial centres in Ghana.
Legal services provided by solicitors and law firms in Ghana are a taxable supply under the Value Added Tax Act 2013 (Act 870), and solicitors or law firms whose annual taxable turnover exceeds the VAT registration threshold set by the Ghana Revenue Authority (GRA) must register for VAT and charge VAT on retainer fees at the applicable standard rate (currently 15%, plus the NHIL levy of 2.5% and the GETFund levy of 2.5%, giving a combined rate of 21.9% on the fee). The VAT invoice issued by the law firm must state the law firm's GRA VAT registration number and comply with the invoicing requirements of Act 870. Corporate clients that are themselves registered for VAT may recover input VAT on retainer fees as a credit against their output VAT liability in their monthly VAT returns filed with the GRA. Clients who are individuals or non-VAT-registered businesses bear the VAT as an additional cost on top of the retainer fee.
A solicitor enrolled with the Ghana Bar Association who discovers an actual or potential conflict of interest during a retainer engagement must comply with Rule 9 of the Legal Profession (Professional Conduct and Etiquette) Rules 2020 (L.I. 2423), which requires the solicitor to: (i) notify the client immediately of the nature of the conflict; (ii) cease to act for the affected party if the conflict cannot be managed; and (iii) in some cases, cease to act for all parties affected by the conflict. A conflict of interest arises when the solicitor's duty to one client comes into direct conflict with the solicitor's duty to another client — for example, where the solicitor is retained by two parties to a dispute. Upon the solicitor ceasing to act due to a conflict, the client is entitled to a pro-rated refund of any pre-paid retainer fee for the period during which services cannot be provided. The client's confidential information obtained during the retainer remains protected by solicitor-client privilege under the Evidence Act 1975 (NRCD 323) even after the retainer ends.
A client company in Ghana may terminate a Legal Services Retainer Agreement before the end of its fixed term by giving the notice period specified in the agreement — typically 30 to 60 days' written notice. Under the Contract Act 1960 (Act 25), early termination of a fixed-term contract without a contractual right to terminate may give rise to a claim for damages by the non-terminating party for loss of the retainer fees that would have been payable for the remainder of the term. A well-drafted retainer agreement will include an express termination clause allowing either party to terminate on notice, and specifying the financial consequences of early termination — for example, whether the client must pay a termination fee or whether unused prepaid fees are refundable. The client company should ensure that a company board resolution authorizing termination of the retainer is passed under the Companies Act 2019 (Act 992) before issuing a termination notice, to avoid any allegation that the termination was unauthorized.
A Legal Services Retainer Agreement in Ghana for a corporate client typically includes the following services within the monthly retainer fee: review and comment on routine commercial contracts and standard form agreements up to a stated maximum number per month; advice on employment law matters under the Labour Act 2003 (Act 651), including contract templates, disciplinary procedures, and redundancy processes; corporate secretarial advice on board resolutions, annual returns to the Office of the Registrar of Companies (ORC), and compliance with the Companies Act 2019 (Act 992); advice on regulatory compliance with applicable sector regulators such as the Bank of Ghana (BoG), the Ghana Revenue Authority (GRA), or the Food and Drugs Authority (FDA); and attendance at up to a stated number of board meetings or management meetings per quarter. Services typically excluded from the standard retainer and billed separately include: court appearances and litigation; land registration and Lands Commission searches; Ghana Arbitration Centre proceedings; applications to sector regulators; drafting of complex bespoke agreements such as joint venture contracts or financing documents; and travel outside Accra.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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