Ghana’s legislators have been busy. In one chamber, they have just dismantled a barrier that made entry for foreign founders tough for a decade. In another, a draft bill quietly prepares to erect a barrier of a far more different sort — one that is not about money, but about citizenship. The contradiction has assumed intense prominence in the past few days.
Last month, Parliament passed the Ghana Investment Promotion Authority Bill, 2026, a landmark reform that sweeps away the notorious minimum capital requirements for foreign investors. The USD 500,000 threshold for wholly foreign-owned enterprises, and the USD 200,000 requirement for joint ventures, are gone. Technology founders who for years had gamed the system — finding a Ghanaian nominee, parking cash temporarily, or structuring convoluted joint ventures just to get a registration certificate — could finally breathe. The message was unmistakable: Ghana is open for business. Bring your ideas, not your bank balance.
Then came the fine print in a different piece of paper. The National Information Technology Authority Bill, 2025, a proposal still under consultation and not yet laid before Parliament, contains a clause that could make the investment law’s generosity irrelevant for a large swath of the digital economy. Section 37 of the draft bill states that a person qualifies for an ICT licence only if they are “a citizen of eighteen years or above” or “a company, a partnership, an association or other body, whether incorporated or unincorporated, which is wholly owned by a citizen.”
The meaning is plain. If you want to build cloud infrastructure, operate a data centre, provide software-as-a-service to government, or run any of the broad categories of licensable ICT business, you must be Ghanaian. Not partly Ghanaian. Not majority Ghanaian. Wholly Ghanaian. A foreign venture capital firm that backs a local startup and ends up with a minority stake would technically render the company ineligible. A multinational cloud provider seeking a licence to host government data would be shown the door. The global fintech that powers half the mobile money ecosystem through a Ghanaian subsidiary would need to restructure or leave.
This is not a theoretical problem. The bill defines “ICT business” with a width that would impress the most ambitious regulatory draughtsman. It covers installation of ICT infrastructure, development or provision of ICT products and services, and all activities requiring licensing or certification. A software developer building an app for a public hospital, a payments processor handling government transactions, a cybersecurity firm auditing ministry servers — all would need a licence. And all would need to be wholly Ghanaian-owned.
The categories of licences spelled out in Section 36 leave little to chance: public/commercial ICT infrastructure licence, cloud hosting service licence, software-as-a-service provider licence, government digital services partnership licence, national digital platform operator licence, data centre operator licence, and “any other categories of licences as determined by the Authority.” The last phrase grants the regulator the power to invent new hoops as the sector evolves. The only certainty is the citizenship requirement that sits underneath them all.
For foreign investors who spent the last decade navigating Ghana’s capital requirements, this is an irony of exquisite proportions. The government, with one hand, has handed them a key to the door marked “capital thresholds eliminated.” With the other, it is drafting a new door — one marked “Ghanaians only.” The two bills, taken together, send a signal that is hard to misread: foreign capital is welcome in general commerce, but the country’s digital backbone is considered strategic, and the state intends to keep it in local hands.
The minister for communication, digital technology and innovations, Samuel Nartey George, has recently mounted a firm defence of the National Information Technology Authority’s enforcement of registration fees and certification rules, insisting that everything being demanded of tech firms today is grounded in existing laws — the National Information Technology Agency Act, 2008 (Act 771), the Electronic Transactions Act, 2008 (Act 772), and the fees regulations of 2023 and 2025. He dismissed suggestions that NITA is “manufacturing tomorrow’s powers today” as spurious. “The proposed new legislation has NOT even been laid before Parliament,” he wrote in a Facebook post, challenging critics to point to any action outside current law.
That defence is accurate, but it sidesteps the deeper unease. The existing laws do not impose a citizenship test for ICT licences because, under Act 771, NITA was never a licensing body of the kind the new bill envisions. The 2008 Act made NITA a coordinator, a standards-setter, a promoter. It did not say that no one may engage in ICT business without a licence. It did not define a list of licensable activities. It did not close the door to foreign-owned companies. The current registration drive under L.I. 2481 and L.I. 2512 is a fee-collection exercise; it does not block foreign participation. The 2025 bill, however, would do exactly that — and the fact that it has not been laid before Parliament does not make its contents irrelevant to companies planning a five-year investment horizon. Boards of foreign tech companies are reading the draft. Their lawyers are reading it. And they are noticing Section 37.
What makes the juxtaposition especially delicate is that the investment promotion bill was sold as a signal of openness. The explanatory memorandum that accompanied it spoke of attracting foreign direct investment, easing the cost of doing business, and aligning Ghana with global competitiveness benchmarks. The removal of the USD 500,000 barrier was celebrated by the same ecosystem that now looks at the ICT bill and wonders whether it was all a bait-and-switch. The start-up that incorporated last week under the new, liberalised rules may discover, when the ICT bill becomes law, that it cannot obtain the licence it needs to operate, because its angel investor in Silicon Valley holds 10 per cent equity.
It is not that the policy is incoherent. Many countries ring-fence strategic sectors. The United States subjects foreign ownership of telecommunications infrastructure to national security review. Nigeria’s local content rules in oil and gas are ferocious. But Ghana’s draft ICT bill does not differentiate between a foreign-controlled submarine cable landing station and a two-person software firm that built a logistics app for a municipal assembly. The net is cast so wide that it catches minnows along with whales.
The bill also reserves for the Authority the power to issue “government digital services partnership licences.” This suggests that any foreign technology company that wants to partner with the state on a digital platform would need a licence. And since licences are reserved for wholly Ghanaian-owned entities, the partnership would have to be structured through a local intermediary. That intermediary would need to hold the licence, control the technology, and presumably charge a margin for the service. The foreign company would be reduced to a behind-the-scenes supplier, invisible on the licence, unmentioned in the service level agreement with the state. It is a model that works well enough in industries with obvious national security dimensions. Whether it makes sense for a digital birth registration platform or an e-procurement portal is a question the draft does not pause to answer.
There is a further trap in the bill’s transitional provisions. Section 103(4) states that any licence, permit, or certificate issued by the Ministry or any other public body for ICT matters before the law takes effect “shall remain valid for six months unless revoked earlier by the Authority.” A foreign-owned company that currently holds some form of approval, registration, or de facto permission to operate could find itself scrambling for a licence it is statutorily barred from obtaining, with a six-month clock ticking. The bill does not offer a grandfathering path. It does not provide for conversion. It simply sets a deadline.
The penalties for non-compliance, when the bill comes, will not be gentle. Section 35(4) proposes that a person who engages in licensable ICT business without a licence commits an offence and is liable on summary conviction to a fine of not less than two thousand penalty units — approximately GHS 24,000 — and not more than five thousand penalty units, or to imprisonment for up to two years, or both. For an entity, Section 93 makes every director, manager, officer and shareholder liable unless they can prove due diligence. The foreign investor who thought they were just sitting on a board could wake up to find themselves in the dock.
The minister’s recent remarks about enforcement and sanity in the technology space make it clear that the state is not in a mood to blink. The combination of a newly muscular NITA, a raft of gazetted fees regulations, and a draft bill that codifies the most restrictive interpretation of local participation, suggests that the direction of travel is fixed. The investment promotion bill may have removed the capital barrier, but the ICT bill, when it arrives, will have erected a citizenship barrier in its place. The two are not technically contradictory — one deals with general investment entry, the other with sectoral licensing — but their combined effect on the technology sector is dissonant. The left hand giveth; the right hand prepareth to take away.
For the foreign founder eyeing Accra’s growing tech scene, the advice is shifting. A year ago, the conversation was about how to structure around the capital requirement. Today, the conversation is about whether the licence you will need in two years will be available to your company at all. Some are already scouting for Ghanaian partners with the technical and financial capacity to hold the licence in trust — a return, ironically, to the nominee structures that the investment promotion bill’s anti-fronting provisions were designed to eliminate. Others are waiting, watching the bill’s progress through cabinet and Parliament, calculating whether the political winds might soften the citizenship clause before it becomes law.
There is no guarantee they will. The government’s language is assertive, and the bill’s drafting is deliberate. The citizenship restriction is not tucked away in a schedule; it sits prominently in Section 37, unambiguous and unapologetic. If the intention was to send a signal, it has been received. Ghana’s investment promotion law now says you do not need half a million dollars to enter. Ghana’s proposed ICT law says your passport may be the more expensive document. Investors are reading both, and they are doing the math.