The Basic Story

Ghana’s Securities and Exchange Commission (SEC) has proposed new rules for unlisted investments. These include private company shares and debt that does not trade on a stock exchange. The proposals would tighten the checks fund managers carry out before investing client money. They would also limit how much managers can put into these deals.

These are draft guidelines, not final rules. The SEC opened its public consultation on 18 September 2026. The SEC invites comments by Monday, 5 October 2026 at funds@sec.gov.gh.

Ghana’s Securities Industry Act, 2016 (Act 929) gives the SEC its powers. The Securities Industry (Amendment) Act, 2021 (Act 1062) updated that law. Together, these laws allow the regulator to issue detailed guidelines on how market operators handle investments.

Private investments can be harder to value and sell than shares that trade on an exchange. A promising pitch tells only part of the story, so managers need to check the figures before investing client money. The proposal would add specific checks for this part of the market.

What Would Change for Unlisted Investments?

The SEC’s draft guidelines cover licensed market operators, except private funds, and companies issuing unlisted securities. The proposals include the following requirements:

Checks before investing: Operators would need to check the company’s registration under Ghana’s Companies Act, 2019 (Act 992). They would also check whether it follows applicable laws and meets the relevant financial requirements.

Different tests for different investments: Commercial paper would run for 15 to 270 days. Meanwhile, unlisted notes and bonds would run for more than one year but less than three. Private shares would have their own requirements. The draft sets capital and profit tests, along with debt-ratio limits for the debt products.

Limits on concentration: Operators manage discretionary funds by making investment decisions for clients. The draft would cap unlisted investments using those funds at 10% of total funds under management. It would also limit investments in one issuer’s unlisted securities to 5% of those funds.

Proof behind the security: The issuer would need to own the collateral, and operators would need to check its value. They would also need to confirm that the law allows recovery through that collateral if the issuer fails to pay.

• Regular financial reports: Issuers would submit annual reports containing audited accounts, along with quarterly financial statements. However, the draft does not require an audit of those quarterly statements.
• Penalties for breaches: The draft proposes administrative penalties of 50 to 20,000 penalty units, alongside other action available under the law. The SEC has proposed these sanctions but has not issued final guidelines.

Why Does This Matter?

For fund managers, the proposals could mean more checks, records and limits on private deals. For companies seeking funding, the financial requirements could make access harder for smaller or younger businesses. A good idea and an attractive presentation would still need solid figures behind them.

For investors, stronger checks could offer better protection, although paperwork cannot guarantee that an investment will succeed. The SEC may also change the requirements after the consultation, so this draft remains a proposal.

Follow Startpal’s Regulatory News for more updates on proposals and rules affecting businesses.

Have Questions About What Comes Next?

If you have questions about how regulatory changes may affect your business, someone at Startpal will be happy to talk. Contact Startpal to discuss the next steps.

Checked against the SEC’s consultation notice and draft guidelines on 30 September 2026.