Transparency of the Regulatory System
Government policies and laws often do not establish clear rules of the game, and foreign firms can have difficulty navigating the bureaucracy. Despite reform efforts, hurdles and red tape remain, especially at the lower and mid-levels of the ministries. Lack of transparency in administrative processes and lengthy bureaucratic delays occasionally raise questions for companies about fair treatment and the sanctity of contracts. Additionally, as a former French colony, Gabon maintains strong economic ties with France. Lack of French language skills can put American or non-Francophone firms at a disadvantage.
There are no nongovernmental organizations or private sector associations that manage informal regulatory processes. The government of Gabon has not exhibited any recent tendency to discriminate against U.S. investments, companies, or representatives.
Rule-making and regulatory authority sits at the ministerial level.
Gabon is affiliated with the Organization for Business Law Harmonization in Africa (OHADA).
The government does not publish proposed laws and regulations in draft form for public comment. There are no centralized online locations where key regulatory actions or their summaries are published. Key regulatory actions are published in the government’s printed Official Journal.
In 2015, Gabon implemented a CEMAC recommendation to program its budget by objectives. This was implemented to enhance financial efficiency and transparency. No new regulatory systems have been announced in the last year, and no new reforms have been implemented in the last year. Regulations are developed by the relevant ministry concerned, and regulatory enforcement is controlled by individual ministries. There are no instances of regulations being reviewed on the basis of scientific or data-driven assessments.
International Regulatory Considerations
Gabon is a member of CEMAC, along with Cameroon, the Central African Republic, Congo-Brazzaville, Equatorial Guinea, and Chad.
Gabon is affiliated with OHADA and has been a WTO member since January 1, 1995.
Legal System and Judicial Independence
Gabon’s legal system is based on French Civil Law. Regular courts handle commercial disputes in compliance with OHADA. Courts do not apply the law consistently, and delays are frequent in the judicial system. Lack of transparency in administrative processes and lengthy bureaucratic delays occasionally raise questions about fair treatment and the sanctity of contracts. Judicial capacity is weak, and many government contacts underscore the need for specialized training in technical issues such as money laundering and environmental crimes. Foreign court and international arbitration decisions are accepted, but enforcement may be difficult.
Gabon has a written code of commercial law.
The judicial system is not independent from the executive branch. Gabon’s judicial bodies are subject to political influence, creating uncertainty concerning fair treatment and the sanctity of contracts.
Regulations or enforcement actions are appealable and are adjudicated in the national court system.
Laws and Regulations on Foreign Direct Investment
Gabon’s 1998 investment code conforms to CEMAC investment regulations, providing the same rights to foreign companies operating in Gabon as to domestic firms. Certain sectors, such as mining, forestry, petroleum, agriculture, and tourism, have specific investment codes, which encourage investment through customs and tax incentives.
Gabon is affiliated with OHADA. Legislation allows foreign investors to choose freely from a wide selection of legal business structures, such as a private limited liability company or public limited liability company. The distinctions arise primarily from the minimum capital requirements and the conditions under which shares may be re-sold. Foreign investment in Gabon is subject to local law that is in many instances unsettled or unclear, and in certain cases, Gabonese law may require local majority ownership of businesses. The State reserves the right to invest in the equity capital of ventures established in certain sectors (e.g., petroleum and mining). There are no known systemic practices by private firms to restrict foreign investment, participation, or control.
Although neither site is regularly updated, http://www.en.legabon.org/invest-gabon and http://www.gaboninvest.org/ contain some information on investing in Gabon.
Competition and Anti-Trust Laws
Gabonese Law No. 5/89 of July 6, 1989 on Competition (http://www.wipo.int/wipolex/en/details.jsp?id=8814) covers all aspects of competition and anti-trust. The relevant ministry for a given dispute reviews transactions for competition-related concerns.
Expropriation and Compensation
Foreign firms established in Gabon operate on an equal legal basis with national companies. Businesses are protected from expropriation or nationalization without appropriate compensation, as determined by an independent third party. The Gabonese government has not exhibited any tendency to discriminate against U.S. investments, companies, or representatives, nor have there been any indications or reports of incidences of indirect expropriation, such as through confiscatory tax regimes. Gabon does not have a history of expropriations.
ICSID Convention and New York Convention
Gabon is a member state of the International Centre for the Settlement of Investment Disputes (ICSID) and a signatory to the 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention).
The 1965 Code of Civil Procedure provides for various means of enforcement of judgments (both foreign and domestic), depending on the nature of the decree or decision.
Investor-State Dispute Settlement
The Gabonese government is a signatory to investment agreements in which international arbitration under those investment agreements is recognized.
Gabon does not have a BIT with the United States, and there is no pattern of investment disputes involving U.S. companies. There are no recent cases of foreign arbitral awards issued against the government, or instances of local courts enforcing such awards. There is no history of extrajudicial action against foreign investors.
International Commercial Arbitration and Foreign Courts
No alternative dispute resolution options exist within Gabon. Investment disputes are generally negotiated directly with the governmental entity involved, without the parties having to resort to legal action.
There is no domestic arbitration body within the country. Local courts recognize foreign arbitral awards, but enforcement may be difficult. There are no cases of state-owned enterprises (SOEs) being involved investment disputes in the court system.
Gabon has a bankruptcy law, but it is not well developed. In the World Bank's Doing Business Report, Gabon ranks 123 out of 189 economies on the ease of resolving insolvency.
Gabon’s bankruptcy law is based on OHADA regulations. According to Section 3: Art 234-239 of OHADA’s Uniform Insolvency Act, creditors and equity shareholders, collectively or individually, may designate trustees to lodge complaints or claims to the commercial court. These laws criminalize bankruptcy, and the OHADA regulations grant Gabon the discretion to apply its own sentences.