The Securities and Exchange Commission Ghana has issued the Securities Industry (Underwriter) Guidelines 2025, effective immediately, establishing the licensing and operational framework for firms underwriting securities issues. The Guidelines apply to licensed broker-dealers and issuing houses seeking to underwrite, as well as separately licensed underwriters. Underwriting is restricted to registered operators that meet minimum capital and liquid capital requirements under the Securities Industry (Financial Resources) Guidelines 2025. Applications must be made in the prescribed form and comply with the Securities Industry (Licensing) Guidelines 2020, with the SEC to decide within 90 days of receiving complete documentation and to give applicants an opportunity to be heard before refusal. Underwriters must execute agreements containing specified minimum terms and deposit executed agreements with the SEC for registration, including an estimate of financial commitment and provisions on maintaining sufficient liquid capital and a bank guarantee. The regime also introduces issuer-facing disclosures (including prior SEC refusals and relevant convictions or penal actions), conduct and conflict management duties, time limits for subscribing to unsubscribed securities and for on-selling any securities taken up, recordkeeping for at least seven years, and AML/CFT/CPF obligations such as appointing an operationally independent reporting officer and maintaining written policies. Breaches may attract SEC actions under the Securities Industry Act and administrative penalties ranging from 50 to 20,000 penalty units, with payment generally due within seven days after an order takes effect.

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