Public offers / disclosure regulations

These are prescribed in the Companies Act 2013 (which came into force in 2014) (Companies Act). The Companies Act prescribes what must be contained within a prospectus and provides rules on disclosure and for directors, amongst other things. 

Takeover / merger regulations

The takeover / mergers regulations are provided for in the Competition Act 2007 (Act). This Act regulates mergers only in so far as they relate to adverse competition in the Gambian market.

Exchange

There is no capital market exchange in existence. Shares in the few public companies that exist are transferred informally by the shareholders of the companies themselves.

Principal legislation

The Companies Act 2013 which came into force in 2014. The 1955 Companies Act has been repealed.

Corporate Governance Code

The Companies Act 2013.

Current No. of listed companies

N/A

Listing rules

N/A

Regulatory body or bodies

N/A

Legislation

The relevant pieces of legislation are the Competition Act which came into force in 2007 (the Competition Act) and the Competition Commission Procedural Rules which came into force in 2008. The Competition Commission is the regulatory body which enforces the Competition Act.

Scope

The Gambia Competition Act covers competition in situations where a market is monopolised, or where there has been a merger or acquisition of any business, with regard to the market in which such a business operates in. The Competition Act prohibits bid-rigging agreements and collusive agreements, and regulates the control of mergers.

Impact of Regulatory Regime on Business

There are no specific thresholds set out in the Competition Act. The Competition Act permits the Minister to make regulations prescribing measures relating to:

• the control of mergers, including requiring notification of a merger falling within the scope of section 32 of the Act; and
• meeting other specified criteria either in advance of its implementation in The Gambia or within a defined period following the implementation.

Section 32 of the Competition Act provides that a merger situation is subject to investigation by the Gambia Competition and Consumer Protection Commission if:

• at least one party to the merger situation carries on business in The Gambia, or operates by or under the control of a body corporate incorporated in The Gambia; and

either:

• both of the parties to the merger supply or acquire goods of any description and will, following the merger, together supply or acquire 30% or more of all those goods and services; or
• one of the parties to the merger alone, supplies or acquires prior to the merger, 30% or more of goods or services of any description; and
• the Commission has reasonable grounds to believe that the creation of the merger situation has resulted, or is likely to result, in a substantial lessening of competition within any market for goods or services.

Until regulations are made by the Secretary of State under section 33 of the legislation, the GCCPC shall not conduct investigations of mergers. The regulations are still in draft form and not yet published and as such - the merger control provisions are not yet enforced by the GCCPC

Corruption Perception Index rank worldwide for 2017

130

Corruption Perception Index score for 2017

30

(UNAC) Ratified?

Accession – same legal effect

Signatories to United Nations Convention Against Corruption (UNAC)?

No

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

Yes

Ratified?

Yes

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

No

Structure of the court system

The structure of the Gambian court system is as follows, in order of hierarchy:

• Supreme Court
• Court of Appeal
• High Court
• Magistrates Courts
• Regional Tribunals and Cadi Courts

Perception of the local courts

The local courts are the primary means of administering justice in the Gambia. The fact that there are tribunals for various aspects of society brings the judicial system within easy reach of the entire populace. There are Rent Tribunals and the Industrial Tribunals where the panel members may be lay people. The rules are relatively lax to enable such litigants to represent themselves without seeking the assistance of a legal representative.

The High Court is divided into divisions but these are not very strictly followed. Matters are allocated to the Courts depending on which Court has jurisdiction over the case in terms of the parties, their place of residence or the area in which the event giving rise to the claim occurred.

There are no jury trials. Criminal matters are in general heard by a single Judge or Magistrate. All matters in the High Court are heard with a single Judge presiding. This is the same for the Magistrates' Courts, unless sitting as an Industrial or Rent Tribunal or the Children's Court, in which case there is a panel consisting of one Magistrate and two other people with sufficient experience in the field.

Enforcement of foreign judgments

The Reciprocal Enforcement of Judgment Act 2007 CAP 8:05 Laws of The Gambia provides for judgments obtained in the High Court in England or Northern Ireland. It provides that the judgment creditor may apply to the High Court in The Gambia at any time within 12 months after the date of judgment to have the judgment registered and, if the Court thinks fit, may order that the judgment be registered.

The Foreign Judgments Reciprocal Enforcement Act 2007 CAP 8:06 Laws of The Gambia provides for the enforcement of judgments delivered in foreign countries which accord reciprocal treatment to judgments delivered in The Gambia.

A judgment creditor may at any time within six years, after the date of the judgment; or where there have been proceedings by way of an appeal against the judgment, after the date of the last judgment given in those proceedings, apply to have the judgment registered in the Court.

Arbitration

The arbitration regime in The Gambia is governed by the Alternative Dispute Resolution Act 2005 (Act). This Act establishes a secretariat to facilitate arbitration and dispute resolution in The Gambia, and brings The Gambia into conformity with international standards of dispute resolution. Matters which parties have agreed to be determined by arbitration, may be so determined. A court may not interfere in the arbitration process unless otherwise provided.

The Act has additional provisions relating solely to international commercial arbitrations. The Act provides that parties may agree that disputes may be referred to arbitration in accordance with the UNCITRAL Arbitration Rules. Disputes are determined by arbitrators as agreed in the arbitration agreement. An arbitral award is required to be in writing. Parties to the arbitration may apply to the court to set aside an award.

Effectiveness of the court system

The court system is quite effective. There are a substantial number of judges and magistrates. Notwithstanding this, matters are not always completed swiftly and matters are often adjourned for one reason or another. The time it takes for a matter to be heard depends on a number of factors and it is impossible to give a time frame for how long it takes before the judgment stage is reached. It could be anytime from a month to seven years.

In the High Court however, there are new rules which help reduce the time for hearing of cases. With this new system, matters at the High Court could be completed within a year. In the High Court, there are about 8 judges, each sitting in his own court, some judges of the Court of Appeal are also given fiats to hear High Court matters. The Court of Appeal consists of a panel of three judges sitting at a time, and the Supreme Court consists of five judges sitting twice a year as a full panel. Reviews are heard by a seven judge panel.

Enforcement of arbitral awards

An arbitral award, regardless of whether it was made internationally, is capable of being enforced in The Gambia. An application is required to be made to the High Court in the manner provided for by sections 52 and 53 of the Alternative Dispute Resolution Act 2005, and it is enforced by entry as a judgment in terms of the award, or by action, subject to the provisions of the laws of The Gambia.

The Convention on the Recognition and Enforcement of Foreign Awards applies to any award made in Gambia (or in any contracting state) if two conditions are satisfied:

• the contracting state has reciprocal legislation recognising the enforcement of arbitral awards made in Gambia in accordance with the Convention; and
• the award relates to a dispute arising out of a contractual legal relationship.

Judiciary

Information about the judiciary can be found here

Foreign investment incentives

The Gambia Investment and Export Promotion (Agency) Act 2015 (Agency Act) regulates and makes provisions for foreign investment in the The Gambia. The Agency Act provides for the granting of a Special Investment Certificate (Certificate) to help investors reduce start-up costs.

Holders of a Certificate qualify for the following benefits:

• a newly established investment enterprise that falls within any Priority Investment Sector (Priority Sector), as set out in Schedule 1 of the Agency Act (e.g. agriculture, fisheries, tourism, forestry, manufacturing, energy, mineral exploration, financial services and other services), may be granted a tax holiday in respect of its corporate tax, turnover tax, depreciation allowance or ability to withhold tax on dividends;
• in the case of a Priority Sector within the Greater Banjul Area, the tax holiday is for a period of five years;
• in the case of a Priority Sector outside the greater Banjul area (within other geographic regions except the town of Brikama), the tax holiday is for a maximum period of eight years; and
• a newly established investment enterprise that falls within any Priority Sector may be granted an import sales tax waiver in respect of the importation of its manufacturing plant, construction material and spare parts, for a period of five years from the date of signing of the investment agreement. This waiver also applies to raw and intermediate inputs, for a period of five years from the date of commencement of operations.

In order for an investor to be considered for the above incentives, an investment of at least USD 250,000 needs to be made.

Foreign Investment Rules

Listed Companies - There are no limits on the number or percentage of shares a foreign investor may hold in a company incorporated or operating in Gambia.

Advertising

Advertisements Regulation Act 1938. This is an Act to regulate advertisements on the streets and in public places.

Banking

The main acts regulating the banking industry in The Gambia are the Banking Act and the Central Bank of The Gambia Act.

Companies

The Companies Act 2013 governs the incorporation, management and other matters relating to companies in The Gambia. The Single Window Business Registration Act provides for the registration of businesses including companies.

Telecommunications

The main legislation in The Gambia that governs the telecommunications industry is The Gambia Public Utilities Regulatory Authority Act 2001 (PURA Act) and the Information and Communications Act Cap 74:03 of the Laws of The Gambia.

Forestry

Forest Act and Forestry Regulations 2016

Export Processing Zone

Matters relating to Export Processing Zones (EPZ) are provided for in the Customs and Excise Act 2010 (Customs Act). Incentives for the EPZs are provided for under The Gambia Investment and Export Promotion (Agency) Act 2015.

Part V of the Customs Act provides for the creation of the EPZ and Freeports. The details are provided for in Sections 95 to 98 respectively.

Goods entering an EPZ or a Freeport are exempt from duty in accordance with the Customs Act. The Commissioner General is empowered to designate the areas in EPZs or freeports within which customs formalities shall be carried out.

EPZ Incentives

Incentives for businesses located within designated EPZs vary depending on the percentage of products/goods that are exported. For businesses that produce and export up to 80% of their products/goods, the Exemption from Excise Duty and Sales Tax on Goods Act provides exemptions from:

• corporate or turnover tax;
• import duty on capital equipment;
• withholding tax on dividends;
• municipality tax;
• depreciation allowance; and
• duty free imports on machinery to be used in the production process.

The above concessions may be valid for up to 10 years (export licence duration) but are conditional upon providing evidence that the 80% export requirement has been met, and that other basic requirements such as the submission of audited financials and compliance with EZP statutes have been observed.

For businesses exporting more than 30% of their products/goods but less than 80%, the following incentives may apply:

• 10% levy on corporate or turnover tax;
• benefit from export market intelligence; and
• coverage in international marketing campaigns.

The Income and Value Added Tax Act which came into force on 1 January 2013 provides that goods and services supplied for consumption outside Gambia and not meant to be re-imported into Gambia, are zero-rated for Value Added Tax purposes.

Capital Gains Tax

Capital Gains Tax (CGT) is payable by resident and non-resident persons, on the disposal of the following:

• any land, building or other structural improvement to land;
• any plant, machinery, fixture or equipment;
• any share, security, or other financial asset;
• any interest in a partnership; or
• any right, title, or interest in an asset just referred to above.

In the case of non-residents, it does not include a depreciable asset or a stock-in-trade.

In the case of an individual, body of persons, or a trustee of a deceased estate, the greater of 15% of the capital gain arising on percentage of the disposal, or 5% of the consideration received on disposal, is payable.

In the case of a partnership, company or trustee other than of a deceased estate, the greater of 25% of the capital gain arising on a disposal, or 10% of the consideration received for the disposal, is payable.

No capital gains tax is payable on the disposal of a capital asset if the capital gain arising on the disposal is exempt from CGT.

Corporation Tax is separate and distinct from CGT.

Technical Service Fees

Tax is charged at 15% on Gambian-source technical service fees received by a non-resident person. This is not applicable to any interest if the technical service fee giving rise to the royalty is effectively connected with the non-resident person's permanent establishment in Gambia.

Personal Income Tax

The rate of tax for personal income tax in respect of residents and for non-residents is the same.

As stated above, income tax is charged according to the tax schedule below which has been amended in practice following the December 2013 Budget.

Chargeable Income Range - Rates

• D 0 to D 24,000 - 0%
• D 24,001 D 34,000 - 5%
• D 34,001 to D 44,000 - 10%
• D 44,001 to D 54,000 - 15%
• D 54,001 to D 64,000 - 20%
• Amounts above D 64,000 - 25%

Corporation Tax

The current position in the most recent legislation shows Corporation Tax to be as follows:

• 33% of computed/accepted net profit; or
• 2% of turnover of audited accounts (or 3% of turnover of unaudited accounts (whichever is higher)).

Payroll Tax and Social Security

In the case of Social Security Contributions (SSC), the employer contributes 10% of the employee's earnings as SSC, and the employee contributes 5%.

Payroll Tax for foreign employees is charged at D 40,000 per annum.

Provisions within the National Training Agency Act enforce a National Education and Technical Training Levy at the following rates:

• turnover between D 500,000 and D 5 million is subject to a levy of D 30,000; and
• for turnover above D 5million, D 50,000 is payable.

Losses

Tax losses may be carried forward.

Section 74 of Income & VAT Act provides:

"Subject to this Section, this Act applies to a non-resident person with a permanent establishment in The Gambia, on the basis that the permanent establishment is a distinct and separate person engaged in the same or similar activities under the same or similar conditions, and dealing wholly independently with the non-resident person, of which it is a permanent establishment".

Exchange Control

The Exchange Control Act is shown on the latest statute books, though it was repealed several years ago. Funds are transferable subject to availability. In practice, foreign currencies are freely transferable subject to availability in the local market. Companies are also permitted to have and operate foreign currency accounts in Gambia, without the need for Central Bank (or other) consents.

Dividends

Tax is charged at 15% on Gambian-source dividends received by a non-resident person. This is not applicable to any dividend if the holding, which gives rise to the dividend, is effectively connected with the non-resident person's permanent establishment in Gambia. In other circumstances, income tax is charged according to the tax schedule given in the "Personal Income Tax" section.

Interest

Tax is charged at 15% on Gambian-source interest received by a non-resident person. This is not applicable to any interest if the debt-claim giving rise to the royalty is effectively connected with the non-resident person's permanent establishment in Gambia. In other circumstances, income tax is charged according to the tax schedule given in the "Personal Income Tax" section.

Royalties

Tax is charged at 15% on Gambian-source royalty received by a non-resident person. This is not applicable to any interest if the debt-claim giving rise to the royalty is effectively connected with the non-resident person's permanent establishment in Gambia. In other circumstances, income tax is charged according to the tax schedule given in the "Personal Income Tax" section.

Value Added Tax

Value Added Tax (VAT) is charged at the flat rate of 15%. Items for export, as well as certain basic food items, are charged 0% VAT. This is a new tax introduced on 1 January 2013 and regulations have not been enacted.

Real Property Tax

Income derived from the rental of residential property is taxed at 8% of the person's taxable rental amount for that year. Commercial property is taxed at the rate of 10%.

Transfer Pricing

There are no specific regulations dealing with transfer pricing other than in the Income and Value Added Tax Act under which the arm's length principle remains the guiding principle.

Stamp Duty

Stamp duty is payable by virtue of the Stamp Act. The instruments and stamp duty payable are listed in the Schedule to the Stamp Act (Cap 82:01).

Thin Cap Regulations

There are no laws dealing with thinly capitalised corporations.