MSL Business School verified Ghana tax case

FBC Partners Ghana Limited v Ghana Revenue Authority

The High Court held that a June 2025 real-estate transaction remained subject to the historical 5% VAT rule and could not retrospectively be charged at the Act 1151 rate.

Published by MSL Business School through TaxLawGH.

CourtHigh Court (Commercial Division), AccraDecision5 May 2026Tax periodReal-estate agreement and deposit in June 2025; comprehensive sale agreement executed in January 2026; tax invoice issued in February 2026Research statusPrimary court document reviewed

Authority in context

Read the decision for the proposition the court actually resolved.

The decision is useful on non-retrospectivity, accrued obligations and the permissive wording of section 103 of Act 915, but its rate holding is historical and transaction-specific. Act 870 was repealed by section 73 of Act 1151, and Act 1151 commenced on 1 January 2026. The 5% rate applied by the Court must not be used as the current rate for a later real-estate transaction without a separate analysis of the transaction date, time-of-supply rules, transitional provisions and current legislation.

Parties

applicant: FBC Partners Ghana Limited
respondent: Ghana Revenue Authority

Tax topics

Value Added Tax
Real estate
Retrospectivity
Tax rulings
Accrued obligations

Material facts

On 26 June 2025 Bay Developers and Realty Limited accepted FBC Partners Ghana Limited's offer to buy real estate for US$3 million and requested a 10% initial payment. FBC said it paid the US$300,000 deposit under that letter agreement.
The parties executed a comprehensive sale agreement in January 2026. A tax invoice dated 20 February 2026 applied a 20% effective charge under the new VAT framework.
FBC sought declarations that its VAT obligation had accrued under the law in force when the offer was accepted and the deposit was paid, and that the later invoice should not apply Act 1151 retrospectively.
GRA raised a jurisdictional objection based on the private- and class-ruling mechanism in section 103 of the Revenue Administration Act, 2016 (Act 915), and opposed the application on the merits.

Key questions addressed

Whether FBC had to apply for a private or class ruling under section 103 of Act 915 before invoking the High Court's jurisdiction.
When the relevant VAT obligation or liability accrued on the facts of the transaction.
Whether Act 1151 could apply to impose the later effective charge on a transaction initiated and partly performed before that Act commenced.

What the court held

Section 103 uses the word may. The Court held that obtaining a private or class ruling was not a mandatory precondition to bringing the application, and it assumed jurisdiction.
The Court found that the purchaser's liability to the seller and its obligation to bear VAT through the seller accrued when the offer was accepted and the deposit was paid in June 2025.
For that transaction, the Court applied the 5% flat-rate rule then contained in section 3 of Act 870 as amended by Act 1107.
The Court held that Act 1151 could not operate retrospectively to impose the additional burden identified in the judgment and declared the February 2026 invoice void.
The Court ordered the seller to issue a replacement invoice reflecting the historical 5% rate and made no order as to costs.

Ratio decidendi

On the facts accepted by the High Court, a VAT obligation that had accrued when a real-estate offer was accepted and a deposit paid under Act 870 was preserved despite that Act's later repeal. Section 34 of the Interpretation Act, 2009 (Act 792) and article 107(b) prevented Act 1151 from retrospectively imposing the additional liability identified by the Court. Separately, section 103 of Act 915 did not make a private or class ruling a mandatory jurisdictional precondition because it uses permissive language.

Obiter

The Court stated broadly that the High Court has jurisdiction in all tax disputes. The safer use of that statement is within the procedural setting actually before the Court, because other tax disputes may be governed by specific objection, appeal, exhaustion or forum rules.
The judgment referred to the aggregate of VAT and the two statutory levies as an effective 20% charge. That description belongs to the Court's analysis of the disputed invoice and should not be detached from the relevant supply, transaction date and statutory framework.

Order

Application granted in its entirety: the historical 5% VAT rate was declared applicable; the 20 February 2026 invoice applying an effective 20% charge was declared void; the seller was ordered to issue a replacement invoice at 5%; no order as to costs.

Separate opinions

Not applicable; ruling by John-Mark Nuku Alifo J.

Procedural history

The ruling records that FBC filed the original application on 25 March 2025 and later filed an amended originating motion on 31 March 2026. The printed 25 March 2025 date predates the 26 June 2025 transaction and is internally inconsistent; TaxLawGH does not silently correct it. After affidavit evidence and written submissions, the Commercial Division delivered its ruling on 5 May 2026.

Primary-document note

The ruling records the original application as filed on 25 March 2025, although that date predates the 26 June 2025 transaction and appears internally inconsistent. TaxLawGH preserves the date as printed rather than silently correcting it. The ruling also refers once, in its account of GRA’s case, to an invoice dated 2 February 2026. The Court’s later reasoning and operative order identify invoice 22/4781347 as dated 20 February 2026. This brief follows the operative order.

Later treatment

No later appellate judgment, stay, variation or other public disposition was located in the official and publicly searchable sources checked through 16 August 2026. That bounded search does not prove that no appeal, application or unpublished order exists.

Current-law relevance

Legislation considered

Constitution, 1992, articles 107(b) and 140(1)
Revenue Administration Act, 2016 (Act 915), section 103
Value Added Tax Act, 2013 (Act 870), section 3, as amended by the Value Added Tax (Amendment) Act, 2023 (Act 1107)
Value Added Tax Act, 2025 (Act 1151), sections 3, 72, 73 and 75
Interpretation Act, 2009 (Act 792), sections 32 and 34
National Health Insurance Act, 2012 (Act 852), section 47(1)(a)
Ghana Education Trust Fund Act, 2000 (Act 581), section 3(a)

MSL Business School research layer

Detailed TaxLawGH analysis

A structured reading of the verified facts, issues, reasoning, result, later treatment and limits of the decision.

Nature and limits of the decision

This is a first-instance High Court ruling on a specific real-estate transaction. It is not an appellate judgment settling every question about the transition from Act 870 to Act 1151, and it does not establish a general present-day VAT rate for real property.
The most responsible use is to separate three propositions: the section 103 jurisdiction point, the Court's finding about when this transaction's obligation accrued, and the resulting non-retrospectivity order. Each proposition remains bounded by the record and the statutory provisions considered.

Transaction chronology that drove the result

The letter agreement was dated 26 June 2025. It recorded acceptance of an offer to acquire the property for US$3 million and required an initial 10% payment, which FBC said it made. The Court treated acceptance and that performance as the point at which the relevant liability and VAT obligation accrued.
The comprehensive sale agreement followed in January 2026 and the disputed tax invoice in February 2026. The case therefore turned on whether those later steps displaced an obligation the Court found had already accrued under the earlier statutory regime.

Private and class rulings under section 103

GRA argued that the applicant should have used the Act 915 ruling mechanism. Section 103 provides that the Commissioner-General may, on written application, issue a private or class ruling on the application of tax law to an arrangement.
The Court treated may as permissive for both the taxpayer and the Commissioner-General. It therefore rejected the proposition that obtaining such a ruling was a mandatory condition precedent to this application. That holding should not be enlarged to bypass separate statutory objection or appeal requirements in a different kind of tax dispute.

Historical 5% rule under Act 870

At the material June 2025 date, section 3(5) of Act 870, inserted by Act 1107, required an estate developer making a taxable supply of immovable property to account for VAT at a flat rate of 5% of the taxable supply. The Court applied that historical provision to the transaction before it.
This is not a current-rate statement. Section 73 of Act 1151 repealed Act 870 and its listed amendments, including Act 1107, when the new Act commenced. The historical rate matters here only because the Court found that the relevant obligation had already accrued.

Accrued obligations and the effect of repeal

The Court relied on the savings principle now expressed in section 34 of Act 792: repeal does not ordinarily affect a right, privilege, obligation or liability acquired, accrued or incurred under the repealed enactment. It also relied on authorities requiring the claimed right or obligation to have vested by the repeal date.
Applying that framework, the Court held that the purchaser's obligation had accrued in June 2025, before Act 1151 commenced. The conclusion is fact-sensitive; another contract, deposit arrangement, completion structure or statutory time-of-supply rule may produce a different accrual analysis.

Article 107(b) and non-retrospectivity

Article 107(b) restricts legislation that operates retrospectively to impose a burden, obligation or liability, subject to its stated constitutional exception. The Court held that Act 1151 could not be used to add the disputed burden to FBC after the relevant obligation had accrued under the earlier regime.
The judgment therefore linked the constitutional rule with the statutory savings provision. It did not hold that every application of a new tax law to later performance is retrospective; the decisive premise was the Court's finding that the obligation in this case was already fixed.

Operative declarations and invoice consequence

The Court granted the application in full. It declared the 2025 rate applicable, declared the February 2026 invoice void, and directed the seller to issue a replacement invoice reflecting the 5% historical rate. It made no order as to costs.
The invoice order implements the transaction-specific conclusion. It should not be treated as a general direction that invoices issued after 1 January 2026 must use the repealed rate whenever negotiations began earlier; the legal and factual point of accrual must still be established.

Current-law boundary and research use

Act 1151 is the current VAT Act and came into force on 1 January 2026. Its sections 73 to 75 contain the repeal, transitional and commencement framework. A current transaction must begin with Act 1151 and any verified enacted amendment, not with the 5% result in this case.
For research, the ruling is strongest as a worked example of non-retrospectivity, accrued obligations and the optional wording of the administrative ruling mechanism. Before relying on it, check for later appellate treatment and analyse the current time-of-supply, invoicing and transitional provisions against the exact transaction documents.

Practical research points

Build a dated transaction chronology before choosing the VAT regime: offer, acceptance, deposit, sale agreement, possession, invoice and payment may not all occur together.
Identify the exact statutory event that creates the obligation rather than assuming that the invoice date or completion date controls.
Treat the 5% holding as historical and transaction-specific; Act 1151, not Act 870, is the starting point for current supplies.
Use a private or class ruling where appropriate, but do not confuse that optional mechanism with any mandatory objection, appeal or exhaustion rule governing a particular dispute.
When relying on repeal savings, show that the right, obligation or liability had actually accrued or vested before repeal.
Keep the VAT rate and any statutory levies analytically distinct even when an invoice presents a combined effective charge.
Check for an appeal, stay, variation or later public disposition before treating this first-instance ruling as settled authority.
Preserve the agreement, deposit evidence, tax invoice and correspondence because the result depended on the transaction's documented sequence.

Institutional publisher

TaxLawGH is the Ghana tax and fiscal-policy knowledge system of MSL Business School.

This case brief forms part of MSL Business School’s maintained legal-research resource for Ghanaian tax law.

Visit MSL Business School