Foreign investment in The Gambia: structuring a joint venture

What is the investment actually buying?

Distinguish a share investment from a loan, a property purchase or a contractual joint venture. The label used in a proposal does not settle ownership, repayment rights or responsibility for losses. Identify the recipient of the funds and the asset or right the investor expects in return.

If a local partner contributes land, equipment, a business or introductions, establish what is owned, what can be transferred and how the contribution will be valued. Commercial valuations need appropriate independent expertise.

Which decisions should the owners record?

• The initial contributions and evidence that they have been made.
• Who manages the venture and signs contracts or operates accounts.
• Which decisions need joint approval.
• How additional funding, distributions and losses are handled.
• What happens if an owner cannot fund, wants to leave or disputes a decision.

A written agreement should address deadlock and exit before relationships deteriorate. Consider whether the proposed arrangements are consistent with the entity’s constitutional documents and financing terms.

What needs checking before money is transferred?

Review the counterparties, authority to sign, source and purpose of funds, underlying assets and operating requirements. Identify the contractual conditions for release of money and the consequences if the transaction does not complete.

Tax, banking and any investment incentive must be assessed separately. Do not treat an incorporation certificate or promotional statement as confirmation of eligibility for every permission or benefit. Ask for the conditions and any approval in writing.

How should overseas interests be handled?

Identify the investor’s home-country advisers and any corporate approvals needed there. Agree which adviser covers the overseas tax and regulatory position. Keep the Gambian legal scope clear, including the documents to be delivered and the assumptions that remain unresolved.

For a business already trading, start with acquisition due diligence. For a new entity, compare business structures before commissioning the registration.

Official information

GIEPA’s published services include investment facilitation and information about incentives. Eligibility and approvals should be checked for the actual proposal.

Related guidance

• Business and investment legal services
• Overseas companies
• Property investment club governance