Guinea

Exchange

Guinea is not a member of any regional securities exchange and has no special law governing capital markets. However, the Uniform Act of OHADA stipulates some provisions on listed companies.

Current No. of listed companies

N/A

Listing rules

N/A

Regulatory body or bodies

N/A

Principal legislation

N/A

Takeover / merger regulations

N/A

Public offers / disclosure regulations

N/A

There are no agencies reviewing transactions for competition-related matters in Guinea. 

Corruption Perception Index rank worldwide for 2022

147

Signatories to United Nations Convention Against Corruption (UNAC)?

Yes

Signatories to the African Union Convention on Preventing and Combating Corruption?

Yes

Corruption Percpetion Index score for 2022

25

(UNAC) ratified?

No

Signatories to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions?

No

Ratified?

No

Enforcement of foreign judgments

Foreign judgments have claim preclusion (res judicata) in Guinea if they meet the following conditions:

• the foreign judgment has res judicata and is enforceable in accordance with the foreign country; and
• the foreign judgment is not contrary to the public order of Guinea.

An exequatur regarding a foreign judgment will be granted by the Court of Appeal and is enforceable in the territory of Guinea. The applicant of the enforcement of the foreign judgment must submit a copy of the foreign judgment, the original of the summons and a certificate from the clerk evidencing that there is no appeal against the judgment.

Structure of the court system

The Supreme Court settles any appeal against any final decisions from the other courts.

The Court of Appeal decides on the merits of matters lodged at this level. It is also competent to hear the enforcement of foreign court decisions.

The Primary Court is competent to hear any matter that is not expressly allocated to another jurisdiction (such as the Labour Court).

The Justice of Peace is established in any prefecture, which does not have a Primary Court in the area. It is competent to hear any claim not exceeding GNF 50 million.

Arbitration

The Uniform Act on Arbitration (Uniform Act) governs the arbitration regime in Guinea. The Uniform Act does not limit arbitration to commercial and professional matters. Individuals and corporate bodies alike may refer their dispute to arbitration.

Enforcement of arbitral awards

Arbitral awards that are rendered pursuant to the provisions of the Arbitration Rules of the Common Court of Justice & Arbitration (CCJA) have definitive authority of res judicata in Guinea, and may be subject to enforcement under an exequatur.

Perception of the local courts

In general, the courts are perceived by the local population to be fair and are seen as the best way to administer justice in Guinea. However, the procedure may be slow and lasts for an indefinite period.

Effectiveness of the court system

As stated above, the court timetable can be slow to progress cases through the courts. The time it takes for a case to be heard is dependent on the complexity of the case.

Foreign Investment Rules

Guinean investment policies are flexible and no general investment restriction is set regarding foreign investment in Guinea. Thus, direct investment in the capital of a Guinean company by a foreign company is free and can be financed by contributions in cash or in goods.

Concerning cash repatriation, no limitation is set and banks are empowered to transfer revenues relating to direct investments (dividends, interest and profits) and the proceeds from the sale or liquidation of a foreign investment.

Press

• Organic Law L/2010/02/CNT of 22 June 2010 on the Freedom of the Press, reviewing Organic Law L/91/005/CTRN of 23 December 1991
• Organic Law L/2020/0010/AN of 3 July 2020  on attributions, organization, composition and operation of the high authority of communication.

Payroll tax and social security

Payroll taxes in Guinea are mainly:

• Withholding Tax on salary and wages (the rates given below):
  • Up to 1,000,000 | 0%
  • 1,000,001 - 3,000,000 | 5%
  • 3,000,001 - 10,000,000 | 8%
  • 5,000,001 - 10,000,000 | 10%
  • 10,000,001 - 20,000,000 | 15%
  • Over 20,000,000 | 20%
• Lump Sum Tax: on wages with a rate of 6% of global amount of salaries, wages, allowances and emoluments, effectively paid by an employer to all of its staff;
• Apprenticeship Tax: paid by employers with less than 30 employees, the rate of which is 2% of the gross amount of taxable salaries and wages;
• Professional Training Fund Contribution Tax: paid by employers with more than 10 employees, the rate of which is 1.5% of the gross amount of taxable salaries and wages;
• Capital Duty: stamp duty on the formation of a company is 1% of the amount of the share capital; and
• Social Security Contributions: calculated by applying a rate of 23% to the contribution base; this rate of 23% is split into 18% payable by the employer, and 5% by the employee, both paid at the CNSS (Caisse Nationale de Sécurité Sociale) at the following rates (Employer portion - Employee portion - Total):
  • Health insurance 4% - 2.5% - 6.5%
  • Accidents in the workplace and professional disease 4% - 0% - 4%
  • Social work fund 6% - 0% - 6%
  • Retirement / death 4% - 2.5% - 6.5%
  • Total 18% - 5% - 23%

Transfer pricing

Anti-avoidance rules and particularly transfer pricing is regulated by the Guinean Tax Code (Code) in general terms.

Article 117 of the Code includes in the remit of what will be the "taxable profit" of companies:

• the profits of those companies that are under that company's control, or that have the control of enterprises located outside of Guinea, and
• all profits indirectly transferred to enterprises located outside of Guinea either by overestimating or decreasing a purchase or sale price.

Moreover, it is stated that in the absence of specific items to operate the adjustments, the taxable products are determined by comparison with those of similar companies operating in Guinea.

Specific transfer pricing documentation is required for companies with an annual turnover (or total assets at the end of the year) exceeding 100 billion GNF.

Corporation tax

Residence - Guinea tax law does not provide any definition of residence.

However, companies registered under Guinean law, branches of foreign companies and permanent establishments are considered to be resident.

Resident and non-resident corporations are subject to tax on their Guinean-source income.

The rates of corporation tax are set as follows:

• 35% of the taxable profit for telephone companies, banks, insurance companies and companies importing, warehousing, storing and distributing petroleum products;
• 30% of the taxable profit for companies holding a mining research permit or a mining title;
• 20% for other legal entities.

However, any fraction of taxable profit less than GNF 1,000 is neglected.

Thin cap regulations

Where, owing to losses recorded in the summary financial statements, the shareholders' equity of the company falls below half of the company's authorised capital, the board of directors or the managing director (as the case may be) shall be bound to convene an extraordinary meeting. This meeting must occur within four months of their approval of the accounts that showed the losses and at which they must take a decision as to whether or not the company should be wound up prematurely. The Central Bank’s rate and the interest deductibility are linked, and there is a deduction restriction if the capital is not fully paid. The totality of loans that are received from affiliates should not exceed 1.5 times of the company’s equity as valued at the year end.

Dividends

The Uniform Act of OHADA provides that the payment of dividends shall be made within a period of nine months following the end of the financial year.

Dividends and distributions of profit paid to a non-resident company are subject to a 10% witholding tax, unless the rate is reduced under an applicable tax treaty.

Real property tax

Guinea General Tax Code charges a property tax on developed and non-developed land.

This tax, called Contribution Foncière Unique, is rated as follows:

• 5% of the annual rental value for residential building which is occupied or not rented by the owners;
• 10% of the annual rental value for building affected to professional use which is occupied or not rented by the owners; and
• 15% of the annual rental value when the building is on lease.

Value added tax

VAT applies to the supply of most goods and the provision of services in Guinea.
The standard rate is 18% for importation of goods and services.

Exports are zero-rated.

Stamp duty

Stamp duty is imposed at varying rates on transactions, including the execution of various documents and deeds.

Personal income tax

Incomes received by a non-resident are subject to a withholding tax of 10% of the distributed incomes.

Capital gains tax

Corporation tax is treated as Corporation tax, and are based on net profits derived from Guinean sources with a rate of 35%.

Interest

Interest paid to a non-resident is generally subject to a 10% withholding tax.