Gabon

3. Legal Regime

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.

Rule-making and regulatory authority rests at the ministerial level.  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.

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, nor are their summaries published.  Key regulatory actions are published in the government’s printed Official Journal.  It is not uncommon for legislative proposals to be provided “off the record” to the press.

In 2015, Gabon implemented a recommendation from CEMAC to program its budget by objectives.  Despite improvements, Gabon still does not have a fully transparent budget. 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, the Republic of Congo, Equatorial Guinea, and Chad.  Gabon is also member of a larger economic community: The Economic Community of Central African States (ECCAS).  Headquartered in Gabon, ECCAS has 11 members: Gabon, Angola, Burundi, Cameroon, Central African Republic, Chad, the Republic of Congo, Democratic Republic of Congo, Equatorial Guinea, Rwanda, and São Tomé and Príncipe.  Both CEMAC and ECCAS work to promote economic cooperation among members.

Legal System and Judicial Independence

Gabon’s legal system is based on French Civil Law.  Regular courts handle commercial disputes in compliance with the Organization for Harmonization of Business Law in Africa (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 call into question the country’s commitment to 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.  Gabon is affiliated with OHADA and has been a WTO member since January 1, 1995.

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, which gives foreign companies operating in Gabon the same rights as domestic firms, 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.

ANPI-Gabon’s website contains some information on investing in Gabon: https://www.investingabon.ga

Competition and Anti-Trust Laws

Gabonese Law No. 5/89 of July 6, 1989 on Competition covers all aspects of competition and anti-trust (http://www.wipo.int/wipolex/en/details.jsp?id=8814 ).  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 a 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.

Dispute Settlement

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

Gabon does not have a BIT with the United States.  Post is aware of one investment dispute involving a U.S. company.

In 2018, there was one case of a foreign arbitral award issued against the government.  In March 2018, the Société d’Energie et d’Eau du Gabon (SEEG), a subsidiary of the Veolia Group, filed a request for conciliation against Gabon at the International Centre for the Settlement of Investment Disputes (ICSID).  Veolia and the Gabonese government signed an agreement to settle the case in February 2019.  Gabon agreed to buy Veolia’s 51 percent stake in SEEG and Veolia agreed to withdraw its arbitrage case once the agreement is finalized.

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.  There is no domestic arbitration body within the country.  Local courts recognize foreign arbitral awards, but enforcement may be difficult.

Post is not aware of any cases of state-owned enterprises (SOEs) being involved in investment disputes in the court system.

Bankruptcy Regulations

Gabon has a bankruptcy law, but it is not well developed.  In the World Bank’s Doing Business Report 2020 (http://documents.worldbank.org/curated/en/134861574860295761/pdf/Doing-Business-2020-Comparing-Business-Regulation-in-190-Economies-Economy-Profile-of-Gabon.pdf), Gabon ranks 130 out of 190 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 remedies.

5. Protection of Property Rights

Real Property

Secured interest in property is recognized, and the recording system is relatively reliable.

There are no specific regulations for foreign and/or non-resident investors regarding land lease or acquisition.  Laws in Gabon for private and commercial property do not provide any restrictions on nationality for the possession and ownership of property in Gabon.

Almost 85 percent of Gabon’s area (and possibly 95 percent or more) is legally owned by the state.  Only 14,000 private land titles appear to have been registered in Gabon according to a 2012 report; most refer to tiny urban parcels.  Urban areas constitute no more than one percent of total land area.  The government created the National Agency for Urban Planning, Surveys and the Land Registry in 2011.

If property legally purchased is unoccupied by the owner, property ownership can revert to others.

Intellectual Property Rights

As a member of CEMAC and ECCAS, Gabon adheres to the laws of the African Intellectual Property Office (OAPI).  Based in Yaoundé, Cameroon, OAPI aims to ensure the publication and protection of patent rights, encourage creativity and transfer of technology, and create favorable conditions for research.  As a member of OAPI, Gabon acceded to a number of international agreements on patents and intellectual property (IP), including the Paris Convention, the Berne Convention and the Convention Establishing the World Intellectual Property Organization (WIPO).  As a member of the WTO, Gabon is also a signatory of the Agreement on Trade-Related Aspects of Intellectual Property Rights.  U.S. companies have not raised IP rights (IPR) concerns with the Embassy.

During the past year, no IP related laws or regulations were enacted concerning IPR protection.  Gabon does not report on seizures of counterfeit goods.  Gabon is not in the United States Trade Representative (USTR) Special 301 Report.  Gabon is not listed in USTR’s Notorious Markets List.

For additional information about treaty obligations and points of contact at local IP offices, please see the WIPO country profiles at http://www.wipo.int/directory/en/ .

Resources for Rights Holders

John McGuire
Economic Chief
U.S. Mission to Gabon and São Tomé & Príncipe
Tél: (241) 11.45.71.11
Librevilleeconomic@state.gov

For a list of local attorneys visit:  https://ga.usembassy.gov/u-s-citizen-services/attorneys/

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The Lessons of 1989: Freedom and Our Future