Country investment factsheet · OHADA business law
Legal & tax framework for investment — August 2026 edition
Series: OHADA country factsheets — a country-by-country overview of investment across the OHADA area.
A West African mining power and an OHADA member, the Republic of Guinea (Conakry) holds the world’s largest bauxite reserves and is entering a new era with first production from the giant Simandou iron-ore deposit (first shipments in late 2025). Outside the franc zone, it keeps its national currency (the Guinean franc) and its own central bank. This factsheet summarises the macroeconomic, tax and legal data relevant to an entry decision, with particular focus on the legal securing of the investment.
Guinea at a glance
A harmonised business-law framework
- OHADA — Guinea applies the uniform business law of the Organisation for the Harmonisation of Business Law in Africa (17 member states, 9 Uniform Acts: companies, security interests, debt recovery, insolvency, arbitration, etc.). Disputes may be brought before the CCJA (Common Court of Justice and Arbitration), whose awards are enforceable across the 17 states.
- National monetary framework — outside the franc zone: currency = Guinean franc (GNF) under a (managed) floating regime, administered by the Central Bank of the Republic of Guinea (BCRG); national foreign-exchange regulation (see below).
- Revised SYSCOHADA accounting — the mandatory accounting framework, readable by any investor across the OHADA area.
- Also a member of the African Union, the AfCFTA, ECOWAS and OAPI (intellectual property).
Common OHADA company forms
| Form | Minimum capital | Typical use |
|---|---|---|
| SA (public limited co.) | FCFA 10,000,000 (OHADA, GNF equivalent) | Codified governance, access to public savings |
| SAS (simplified joint-stock co.) | Set freely by the by-laws | Statutory flexibility — joint ventures, holdings |
| SARL (LLC) | Set freely by the by-laws | Simpler projects, light structure |
| Branch | Attached to the foreign company | OHADA duration limit to anticipate |
Registration with the RCCM; one-stop shop: APIP (Private Investment Promotion Agency).
Tax regime — the essentials
| Tax | Rate | Details |
|---|---|---|
| Corporate income tax (CIT) | 25% · 30% · 35% | Tiered rate (Art. 229 GTC): 25% standard rate; 30% for holders of a mining exploration or exploitation permit (bauxite, Simandou); 35% for telecoms, banks/insurance and petroleum import/distribution companies. |
| Minimum lump-sum tax (IMF) | 0.5% | 0.5% of prior-year turnover excl. tax (Art. 244 GTC), creditable against CIT. Floor GNF 10M (medium enterprise) / GNF 40M (large enterprise); ceiling GNF 100M / GNF 500M. |
| VAT | 18% | Registration mandatory above GNF 500 million turnover (optional from GNF 150 million). |
| Withholding taxes (non-residents) | 15% (uniform rate) | Dividends and investment income (Art. 187 GTC) · royalties and services (Art. 198 GTC) — a near-uniform 15% applies, reduced by the applicable treaty. |
| Tax treaties | France | France-Guinea treaty in force (signed 1999; dividends 15%, interest 15%, royalties 10%). Network beyond this very limited. |
Tax source: Guinea General Tax Code (Law L/2021/032/AN, Articles 187, 198, 229, 244) · DG Trésor / APIP (2024-2026).
Attractive sectors
- Bauxite — Guinea holds the world’s largest reserves (~25%) and is among the top producers; the backbone of exports.
- Iron ore — Simandou — a giant deposit; first shipments in late 2025, ramping up towards 60 Mt/year by 2028: a new growth driver and a major infrastructure programme (railway, port). The site has seen several production halts linked to workplace accidents (August 2025, February 2026).
- Gold — significant gold output.
- Hydroelectricity — strong potential (Souapiti dam), an asset for local processing (alumina).
Investment incentives
- Investment Code — tax and customs exemptions for approved projects (jobs and amount conditions).
- APIP (Private Investment Promotion Agency) — one-stop shop for incorporation and support.
- Mining and base conventions (Simandou) — a specific framework to combine with OHADA law and local content.
Work permits for expatriates
- Issuance of residence and work permits to expatriate staff holding a local contract.
- Free transfer of salaries to the home country, after payment of Guinean taxes and social contributions.
Foreign-exchange regulation
- National framework (BCRG). Outside the franc zone, cross-border financial transactions fall under the national foreign-exchange regulation administered by the Central Bank of the Republic of Guinea; the Guinean franc is under a (managed) floating regime and transactions are channelled through licensed banks.
- Repatriation of export proceeds. A requirement to repatriate export proceeds applies (strengthened in recent years, with a higher threshold for the mining sector); transfer of dividends and capital is permitted subject to documenting the flows and paying the taxes due.
- Good practice. Funding the investment in foreign currency and keeping documentary traceability of each flow secures the later transfer of funds.
Regulation subject to change — precise terms (thresholds, supporting documents, timelines) to be checked with the BCRG and a licensed bank.
Securing the investment — the UGGC angle (OHADA levers)
Beyond the figures, a successful entry rests on command of the legal framework. In a world-class mining country ramping up fast (Simandou), contractual structuring and compliance with the mining and exchange frameworks are decisive.
- CCJA arbitration — dispute resolution before OHADA’s Common Court of Justice and Arbitration; awards enforceable across the 17 member states.
- Security interests (Uniform Act) — a full range of guarantees (mortgage, pledge, autonomous guarantee, security agent) to secure mining and infrastructure financings.
- FX & repatriation — national BCRG regulation (repatriation of export proceeds): structure dividend and capital repatriation upfront.
- Governance & compliance — OHADA company law, SYSCOHADA, mining conventions/local content, early-difficulty prevention.
Our teams support these transactions across M&A, tax law and litigation & arbitration (CCJA).
Our reading — the practitioner’s view
The figures don’t tell the whole story. Here are the points we flag to our clients before any entry into Guinea — where field experience makes the difference.
Which structure to choose?
For a foreign operator, the choice is most often between the SA (codified governance, reference capital FCFA 10,000,000 in GNF equivalent) and the SAS (statutory flexibility). The SARL remains suited to simpler projects. For a mining or infrastructure project, the architecture combines a local project company with a structure compliant with the mining and base conventions.
Three pitfalls investors underestimate
- Simandou changes the scale — but the ground remains demanding. First iron-ore production (late 2025) and its associated infrastructure (railway, port) open major opportunities, but the project has seen several halts linked to workplace accidents (suspensions in August 2025 and February 2026) — safety compliance and due diligence on execution partners are among the points to check before structuring, alongside local content and aligning base conventions with OHADA law.
- The France-Guinea treaty is in force. Unlike DR Congo, France-Guinea flows benefit from the treaty (royalties reduced to 10%) — a structuring lever to use, subject to rigorous documentation.
- A tiered CIT scale, not a flat rate. Many investors assume a flat CIT rate; in fact the standard rate is 25%, holders of a mining permit (so most bauxite/Simandou operators) pay 30%, and only certain sectors (telecoms, banks/insurance, petroleum) remain at 35% — a nuance that changes the financial reading of a mining project.
From text to practice
APIP is the operational entry point. For mining projects, the interplay between mining conventions, the Investment Code and OHADA security interests conditions bankability, while exchange obligations determine the smoothness of repatriation. For regulated sectors, anticipating sector authorisations and their timelines remains essential.
Frequently asked questions
What is the minimum capital to set up an SA in Guinea?
The minimum capital for an SA is FCFA 10,000,000 by reference to the OHADA Uniform Act, applied in Guinean-franc equivalent. SARL and SAS: capital set freely by the by-laws. Guinea applies OHADA law while keeping its national currency.
What is the corporate income tax rate in Guinea?
Tiered rate (Art. 229 GTC): 25% standard rate, 30% for holders of a mining permit (bauxite, Simandou), 35% for telecoms, banks/insurance and petroleum import/distribution. A minimum lump-sum tax of 0.5% of the prior year’s turnover, creditable against CIT, remains due.
What is the VAT rate in Guinea?
VAT is 18% (standard rate). Registration is mandatory above turnover of GNF 500 million (optional from GNF 150 million).
How can an investment be secured in the OHADA zone in Guinea?
Investors benefit from OHADA’s CCJA arbitration (awards enforceable across the 17 member states), OHADA security interests, the SYSCOHADA framework, and must structure dividend repatriation upfront under the BCRG’s foreign-exchange regulation. The France-Guinea tax treaty is in force.
Does Guinea apply OHADA law?
Yes. The Republic of Guinea (Conakry) is one of the 17 OHADA member states. It applies the 9 Uniform Acts and the revised SYSCOHADA framework, while keeping its national currency and its own central bank.
Considering an entry into Guinea?
Contact the UGGC Africa team · Download the country factsheet (PDF)
Disclaimer. This country factsheet is provided for general information, as at August 2026; it does not constitute legal or tax advice and cannot bind UGGC Africa. Some tax data are to be confirmed against the General Tax Code in force. Any investment decision should be the subject of a tailored analysis.
Sources: DG Trésor FR (economic situation, Aug 2025) · INS Guinea — RGPH-4 census (Feb 2026) · IMF (WEO) · Légifrance (France-Guinea tax treaty, 2004 decree) · APIP / invest.gov.gn / GTC · Rio Tinto & S&P Global (Simandou, 2025) · BCRG (foreign-exchange regulation) · OHADA. uggcafrica.com.