AFRICA REGULATORY
ROUND-UP 2025

AGRICULTURE

• The Cannabis Bill, 2025, dated 8 August 2025, seeks to enact the Cannabis Act in line with the Policy on the Licit Use of Cannabis in Botswana, passed by the National Assembly on 1 April 2025. The Policy aims to facilitate the development of enabling legislation for the licit use of cannabis for medicinal, scientific, research or industrial purposes; establish institutions that effectively regulate cannabis; designate a dedicated entity to oversee cultivation and use; create designated cultivation sites through research-based mapping; and develop market linkages and value chains in the cannabis industry.

AML/CFT/CPF

• The Financial Intelligence (Amendment) Act, 2025, effective from 24 January 2025 in terms of the Financial Intelligence (Amendment) Act (Date of Commencement) Order, 2025, dated 24 January 2025, amends the Financial Intelligence Act (Cap. 08:07) to harmonise Botswana's financial intelligence legislation with international standards, in particular, the Financial Action Task Force (“FATF”) recommendations on AML/CFT/CPF to address deficiencies in the Act for purposes of compliance with the FATF recommendations.
• The Rectification of the Laws (Financial Intelligence (Amendment) Act) Order, 2025, dated 23 May 2025, rectifies errors in the Financial Intelligence (Amendment) Act, 2025 (see above) to inter alia include in the list of documents required to confirm the identity of a customer a national identity card for citizens and nationals from specified countries as prescribed; a passport for non-citizens; and a certified or notarised foreign national identification document or verification for a customer who does not have a passport.

BANKING AND FINANCE

• The Movable Property (Security Interests) (Collateral Registry Office) Order, 2024, dated 1 November 2024, designates the Companies and Intellectual Property Authority as the Collateral Registry Office, at which security interests over movable property may be registered.
• The Virtual Assets Act, 2025, effective from 24 January 2025 in terms of the Virtual Assets Act (Date of Commencement) Order, 2025, dated 24 January 2025, repeals the Virtual Assets Act, 2022 and regulates the sale and trade of virtual assets and the licensing of virtual asset service providers and issuers of initial token offerings.
• The Implementing Anti-Money Laundering and Countering the Financing of Terrorism (AML/CFT) Programmes: A Guidance Note for non-bank financial institutions conducting virtual assets business, issued on 10 March 2025, applies to entities licensed and supervised by the Non-Bank Financial Institutions Regulatory Authority to conduct a virtual asset business. It aims to assist entities conducting virtual assets businesses, including virtual assets service providers, to effectively detect, prevent and report suspected financial crimes, and ensure compliance with regulatory requirements. It describes how the Financial Intelligence Act (Cap. 08:07) applies to the unique operational activities in the virtual assets business to help entities better understand how to implement Financial Intelligence Act (Cap. 08:07) obligations effectively.
• The Early Settlement Guidance Note: Non-Bank Lending Guidance Note for Microlenders (NBFIRA/RS/LAD/GN01) and the Early Settlement Directive: Non-Bank Lending Guidance Note for Pawnshops, Finance and Leasing Companies (NBFIRA/RS/LAD/DIR01), effective from 1 January 2025, have been revised to provide that the early settlement penalty amount should not be more than 60 days’ interest (previously 30 days) on the outstanding principal amount and should only be charged where a repayment was made without prior notice of at least 30 calendar days as may be prescribed by micro lenders and pawnshops, finance and leasing companies, respectively. The Guidance Note and Directive do not apply to loans obtained before 1 January 2025.
• The Guidelines on Liquidity Coverage Ratio, issued on 1 May 2025, apply to a bank licensed by the Bank of Botswana and apply on a stand-alone basis, which includes cross-border operations, if any. The Guidelines outline the requirements for calculating the liquidity coverage ratio (“LCR”) for licensed and supervised banks by the Bank of Botswana. The objective of the LCR is to promote the short-term resilience of the liquidity risk profile of banks, which is achieved by requiring banks to hold adequate stock of unencumbered high-quality liquid assets, which can be converted into cash to meet its liquidity needs for a 30-calendar day liquidity stress scenario. The Guidelines set out the LCR implementation timeline with first reporting set for 1 December 2025.
• The Banking Regulations, 2025, dated 15 August 2025, repeal the Banking Regulations, 1995. The Regulations set out the requirements for acquiring a banking licence; prudential requirements; permissible activities for the specified classes of banks and requirements for voluntary liquidation of banks.
• The Banking (Deposit-Taking Institutions) Regulations, 2025, dated 15 August 2025, set out the requirements for acquiring a licence to conduct deposit-taking activities; prudential requirements; and requirements for voluntary winding up of deposit-taking institutions.
• The Banking (Appeals Tribunal) Regulations, 2025, dated 15 August 2025, provide for the establishment of the Appeals Tribunal for the banking sector and set out its functions, including receiving and determining applications by aggrieved persons for review of decisions made by the Bank of Botswana.

CORPORATE/COMMERCIAL

• The Companies (Amendment) Act, 2025, dated 24 January 2025, amends the Companies Act (Cap. 42:01) to introduce new definitions of “nominee director (resident director)” and “nominee shareholder”; and establish requirements to disclose any nominee shareholders/directors. The Act expands the Registrar’s powers to enable the exchange of various forms of information; reintroduces the obligatory requirement for companies to adopt a constitution in the prescribed form; and reintroduces the requirement for a minimum number of resident directors. The Act inter alia provides for the requirement for a company secretary to hold a Registrar-issued licence in addition to the existing qualification requirement in order to continue acting as a company secretary; the requirement to keep an up-to-date record of beneficial owner information and to update such information no later than 10 days following any changes; a bar and penalty for companies which continue to trade pursuant to being deregistered; new conditions on restoring deregistered companies; and administrative penalties up to BWP500 000 for violations not otherwise specified. In addition:
  • the Companies (Amendment) Act (Date of Commencement) Order, 2025, dated 24 January 2025, provides that sections 1, 2, 3, 5, 6, 7, 8, 10, 11, 12, 13, 15, 16, 17, 18, 19 and 20 of the Companies (Amendment) Act, 2025 comes into operation on 24 January 2025;
  • the Companies (Amendment) Act (Date of Commencement) Order, 2025, dated 28 January 2025, provides that section 14 of the Companies (Amendment) Act, 2025 comes into operation on 28 February 2025; and
  • the Companies (Amendment) Act (Date of Commencement) Order, 2025, dated 21 March 2025, provides that section 4 of the Companies (Amendment) Act, 2025 comes into operation on 20 March 2025.
• The Societies (Amendment) Act, 2025, effective from 24 January 2025 in terms of the Societies (Amendment) Act (Date of Commencement) Order, 2025, dated 24 January 2025, amends the Societies Act (Cap. 18:01) to inter alia introduce new definitions, including the definitions of “terrorism” and “terrorism financing” to harmonise Botswana's financial intelligence legislation with international standards; provide for the process to establish a society and the reservation of names; and provide for access to information by a competent authority. The Act requires a society to submit to the Registrar an annual return in the prescribed form. Where a society commits an offence under the Act for which no penalty is expressly provided, the society shall be liable to a fine not exceeding BWP50 000 and, in addition, every office-bearer thereof shall be guilty of the same offence and be liable to a similar fine or to imprisonment for a term not exceeding seven years or to both.
• The Trust Property Control (Amendment) Act, 2025, effective from 24 January 2025 in terms of the Trust Property (Amendment) Act (Date of Commencement) Order, 2025, dated 24 January 2025, amends the Trust Property Control Act (Cap. 31:05) to align the Act with the Financial Intelligence Act (Cap. 08:07). The amendment inter alia provides for trustees to annually account to the Master of the High Court and introduces requirements for trustees to maintain underlying records.
• The Companies (Forms) (Amendment) Regulations, 2025, dated 21 March 2025, amend the Companies (Forms) (Amendment) Regulations (Cap. 42:01) by inserting a new Form 8A (Consent of Beneficial Owner of a Proposed Company), Form 8B (Consent of Beneficial Owner of an Existing Company) and Form 30A (Nominator Form) in the Schedule to the Regulations.

CYBERSECURITY

• The Cybersecurity Bill, 2025, dated 8 August 2025, seeks to enact the Cybersecurity Act to ensure the effective implementation of the national cybersecurity strategies and policies in Botswana; prevent, mitigate and respond to cybersecurity threats and incidents effectively and efficiently; and establish and empower the cybersecurity institutional framework to provide a safe and secure cybersecurity environment while protecting critical national information infrastructure.

DATA PROTECTION / PRIVACY

• The Data Protection Act, 2024, effective from 14 January 2025 in terms of the Data Protection Act (Date of Commencement) Order, 2025, dated 13 January 2025, applies to automated processing of all or part of personal data by a data controller or data processor established in Botswana and non-automated processing, by a data controller or data processor established in Botswana, of personal data contained in a file or intended to form part of a filing system. The Act provides for the continuation of the Information and Data Protection Commission; regulates the protection of personal data; and aims to ensure that the privacy of individuals in relation to their personal data is maintained.

DIGITAL SERVICES

• The Digital Services Bill, 2025, dated 8 August 2025, seeks to enact the Digital Services Act to address challenges in developing digital services in Botswana and to accelerate Botswana’s digital transformation agenda. The Bill further seeks to provide for the establishment of a Digital Services Authority that will be responsible for the coordination and implementation of the Digital Transformation Agenda to facilitate the development of quality standards; the enforcement of the interoperability of infrastructure and systems; and the universal access to digital services by the citizens of Botswana.

FOREIGN EXCHANGE

• The Press Release: SMoF 7/2/11 Vol.1 DMP: Pula Exchange Rate in 2025, dated 31 December 2024, sets out various changes – effective from 1 January 2025 – following a review of the Pula Exchange Rate framework undertaken in December 2024 to maintain stability of the inflation-adjusted exchange rate (real effective exchange rate) against trading partners to support competitiveness of local firms with respect to imports and in external markets.

HEALTHCARE

• The Medical Aid Funds Bill, 2025, dated 10 March 2025, seeks to provide for detailed regulation and supervision of medical aid funds; licensing requirements; and penalties for breaches.

IMMIGRATION

• The National Registration (Amendment) Act, 2025, dated 28 March 2025, shall come into operation on a date to be to be determined by the Minister by an Order published in the gazette. The Act amends the National Registration Act (Cap. 01:02) by inserting new definitions and providing for the issuance of an identity card; the forms of identity cards; and changes in the particulars relating to a registered person.
• The Citizenship (Amendment) Act, 2024, effective from 7 July 2025 in terms of the Citizenship (Amendment) Act (Date of Commencement) Order, 2025, amends the Citizen Act (Cap. 01:01) inter alia to provide new definitions for “citizen”, “dual citizenship”, and “foundling”. It provides for citizenship by birth, citizenship by settlement, dual citizenship, renunciation of citizenship by reason of dual citizenship or nationality, resumption of citizenship and deprivation of citizenship.

MINING

• The Mines and Minerals (Amendment) Act, 2024, effective from 1 October 2025 in terms of the Mines and Minerals (Amendment) Act (Commencement Date) Order, 2025, dated 26 September 2025, amends the Mines and Minerals Act (Cap. 66:01) to among others introduce stricter environmental and safety regulations; and local beneficiation requirements and citizen preference in procurement. The Act imposes tighter controls over the transfer of licences and the change in ownership of licences.
• The Rectification of the Laws (Mines and Minerals Act) Order, 2024, dated 10 January 2025, rectifies section 40(1) of the Mines and Minerals Act (Cap. 66:01) to provide that the government shall have the option of acquiring up to 24% working interest participation (15% previously) in a proposed mine upon the issuance of a mining licence.

REAL ESTATE

• The Deeds Registry (Amendment) Act, 2024, dated 11 October 2024, shall come into operation on a date to be determined by the Minister by an Order published in the gazette. The Act amends the Deeds Registry Act (Cap. 33:02) to include movable property in its scope of application in alignment with the Movable Property (Security Interests) Act, 2022; and to provide among others for the passing of a bond in favour of an agent; the registration of notarial bonds; and the hypothecation of leases and sub-leases.

As of 21 August 2025, the Bills were at various stages in the legislative process.

With appreciation for the contribution of Akheel Jinabhai & Associates (in association with Mckee Commercial Law) to this publication.

Banking and finance

• The Bank of Ghana Climate-Related Financial Risk Directive, 2024, dated November 2024, applies to Regulated Financial Institutions (“RFIs”) in Ghana. This Directive aims to ensure that these RFIs properly identify and mitigate climate-related financial risks that could impact their business operations. They will be required to integrate climate risk considerations into their existing risk management frameworks and implement proactive measures to address these emerging threats. The effective implementation date of this Directive is 1 January 2026 in the case of banks, and 1 January 2027 in the case of Specialised Deposit-taking Institutions (“SDIs”) and Non-Bank Financial Institutions (“NBFIs”). RFIs are required to align their governance arrangements, risk management frameworks and internal policies and processes with the requirements of this Directive by 31 December 2025 in the case of banks, and 31 December 2026 in the case of SDIs and NBFIs. The Directive must be read in conjunction with the Risk Management Directive, 2021 and, where applicable, the Ghana Sustainable Banking Principles and Sector Guidance Notes, 2019. To facilitate the monitoring of implementation of this Directive by the Bank of Ghana, RFIs must provide quarterly updates on the initiatives being undertaken to ensure compliance with this Directive.
• The Bank of Ghana Outsourcing Directive, 2024 (the “Outsourcing Directive”) issued by Bank of Ghana in November 2024 applies to all Banks, SDIs, Financial Holding Companies, and Development Finance Institutions, collectively referred to in this Directive as Regulated Financial Institutions (“RFIs”). The Outsourcing Directive aims to, among others, operationalise section 60(12) of the Banks and Specialised Deposit-Taking Institutions Act, 2016 and section 57(12) of the Development Finance Institutions Act, 2020 pertaining to outsourcing arrangements; provide guidance on regulatory requirements regarding outsourcing arrangements; and set the Bank of Ghana’s supervisory approach to outsourcing. The Bank of Ghana recognises that outsourced services are becoming increasingly complex and may increase an RFIs exposure to strategic, reputational, compliance, operational and concentration risks. It will consider the impact of outsourced services when conducting a risk assessment of an RFI, which will include inter alia a determination of whether an outsourcing arrangement hampers in any way an RFI’s ability to meet its regulatory requirements.
• The Notice on Mandatory Registration of Virtual Asset Service Providers Operating in Ghana, dated 10 July 2025, required all Virtual Asset Service Providers (“VASPs”) operating in Ghana – whether through a physical presence or digital platforms – to register with the Bank of Ghana by 15 August 2025. This registration is part of a preliminary regulatory process designed to identify and assess entities engaging in virtual asset activities, including but not limited to virtual asset exchange services; wallet provision or custody services; transfer or settlement services involving virtual assets; and services related to the issuance or sale of virtual assets, including initial coin offerings and stablecoins. This exercise aims to ensure that the forthcoming legal and regulatory frameworks for VASPs are informed by market developments and aligned with international best practices.
• The Notice: Regulatory Measures to Reduce Non-Performing Loans in Banks, SDIs and NBFIs, issued on 13 August 2025 by the Bank of Ghana, provides that in response to the high non-performing loans (“NPLs”) in the banking industry, the Bank of Ghana has reviewed its policy on problem assets to address the increasing risks to the industry’s profitability, liquidity and solvency, as well as threats to the stability of the financial system. The Notice re-emphasises existing prudential guidance and highlights additional measures in line with international best practices for managing credit risks. The regulatory measures apply to all Banks, SDIs and NBFIs, collectively referred to in this Notice as Regulated Financial Institutions (“RFIs”). All RFIs in Ghana are, where applicable, required to maintain a robust credit risk management framework; observe the prudential limit on NPLs; write off all fully provisioned loans and loans with no realistic prospects of recovery; restructure NPLs to qualifying borrowers; timely realise collaterals on written-off facilities; and, in addition to the remedial measures prescribed in the relevant acts, consider measures on wilful defaulters. The Notice further sets out supervisory reporting and disclosure requirements for RFIs.
• The Notice: Updated Guidelines for Inward Remittance Services by Payment Service Providers, issued on 25 August 2025 by the Bank of Ghana, applies to inward international remittance services provided by Payment Service Providers in partnership with Money Transfer Operators (“MTOs”) that are credited to beneficiaries’ bank accounts, mobile money wallets and any other electronic account or wallet approved by the Bank of Ghana. They also apply to Dedicated Electronic Money Issuers (“DEMIs”) and Enhanced Payment Service Providers (“EPSPs”). The Guidelines aim to provide a framework to guide DEMIs and EPSPs in partnering with MTOs to deliver inward remittance services to beneficiaries; stipulate the minimum standards and requirements for providing inward remittance services; provide competitive market conditions for the inward remittance industry through the use of innovative digital payment channels; ensure adherence to AML/CFT/CPF laws and guidelines; and promote compliance with consumer protection and recourse mechanisms.
• The Notice: Designation of Digital Credit Services as a Non-Bank Financial Service under the First Schedule of the Non-Bank Financial Institutions Act, 2008 (Act 774), issued on 29 August 2025 by the Bank of Ghana, provides that the Bank of Ghana designates a new service – Digital Credit Services – as a non-bank financial service under the First Schedule of the Non-Bank Financial Institutions Act, 2008. This initiative forms part of ongoing efforts to broaden access to the financial system with the view to promote financial inclusion. The Notice provides that the Bank of Ghana will, in due course, issue a Directive to set out the licensing requirements for the provision of Digital Credit Services.

Corporate/Commercial

• The Notice on Classification of Companies for Exemptions and Waivers under the Companies Act, 2019, Directive No. 5, issued on 22 January 2025, provides that companies classified as small or medium in accordance with the Companies Regulations, 2023, are exempted from the requirement to file annual returns in the form required under the Companies Act, 2019. Such companies will only be required to confirm the accuracy of the information of the company contained in the Register. In addition, the requirement for an audit of financial statements by an auditor and the publication of a report by the auditors in accordance with the Companies Act, 2019 is waived for a small company. A small company will be subjected to an auditor review by the company's auditors in accordance with the specified standards. A report of auditors in respect of a small company shall only contain a brief report on the financial statement of the company prepared by the internal auditor of the company.
• The Public Notice on Updated Penalty Structure for Defaulting Entities, dated 24 July 2025, provides an updated penalty structure for all companies that have defaulted on filing their annual returns by the 30 June 2025 deadline. Companies that have defaulted for one to four years will be fined GHS1 000; and companies that have defaulted for five years or more will be fined GHS2 000. The Office of the Registrar urges all incorporated entities to file their annual returns to avoid further sanctions and the risk of being delisted from the official Register.

EMPLOYMENT / LABOUR

• The Affirmative Action (Gender Equality) Act, 2024, assented to on 11 September 2024, aims to achieve gender equity in the political, social, economic, educational and cultural spheres of society. It provides that the implementation of this Act and the attainment of the targets will be progressive and subject to evaluation as outlined in the First Schedule, which sets out the process for measuring progressive compliance with the targets. The Act provides that the government will promote policies and programmes to redress the political, social, economic and educational gender imbalance in the public and private sectors. Private sector employers must submit gender policies and plans to the Gender Equity Committee for the progressive achievement of targets from 2024 to 2034 within 12 months of the Act coming into effect, with an evaluation every four years. The Minister responsible for Gender, Children and Social Protection may also require an institution or a body to provide gender disaggregated statistics.

ENVIRONMENTAL

• The Environmental Protection Act, 2025, assented to on 6 January 2025, inter alia repeals the Environmental Protection Agency Act, 1994 and the Hazardous and Electronic Waste Control and Management Act, 2016 and sets out transitional arrangements. Despite the repeal of the enactments, any regulations, rules, by-laws, notices, orders, directions, appointments or any other act lawfully made under the repealed enactments which may come into force immediately before the coming into force of this Act will be considered to have been made under this Act and will continue to have effect until reviewed, cancelled or terminated. The Act aims to consolidate laws relating to environmental protection and establish the Environmental Protection Authority to regulate and protect the environment; provide for pesticide control and regulation; provide for the control, management and disposal of hazardous waste and electrical and electronic waste; and provide for the coordination of climate change response measures.
• The Public Notice on Transition from Environmental Protection Agency to Environmental Protection Authority, issued on 29 January 2025, provides that following the enactment of the Environmental Protection Act, 2025, the Environmental Protection Agency has officially transitioned to the Environmental Protection Authority.

FISHERIES

• The Fisheries and Aquaculture Act, 2025, assented to on 14 August 2025, inter alia reviews and consolidates the laws relating to the sustainable exploitation of fisheries resources; establishes the Fisheries Commission to ensure the long-term conservation, development, management and utilisation of fisheries and aquaculture resources; and contributes to the attainment of a sustainable blue economy.

FOREIGN EXCHANGE

• The Public Notice on Foreign Exchange Withdrawals, dated 15 May 2025, provides that over-the-counter cash withdrawals in foreign currency from Foreign Exchange Accounts (“FEAs”) and Foreign Currency Accounts (“FCAs”) are allowed. With respect to non-FEA and non-FCA account holders, foreign exchange purchases for travel outside Ghana are allowed but capped at USD10 000 or its equivalent per person per trip, subject to the specified conditions.
• The Notice: Unauthorised Foreign Exchange Transactions, issued on 27 August 2025 by the Bank of Ghana, provide that the Ghana cedi remains the only legal tender in Ghana. Accordingly, no resident of Ghana, unless duly licensed or authorised by the Bank of Ghana shall price, advertise, invoice, receive or make payment in any foreign currency for goods and/or services, including but not limited to, school fees, the sale and rental of vehicles, the sale and rental of real estate, airline tickets, domestic contracts, retail shopping, online sales and hotel accommodation. Foreign currency invoices may be issued only to expatriates or non-residents and proceeds from such transactions must be paid into a Foreign Exchange Account with any licensed bank.
• The Notice: Amendment to the Guidelines on the Importation and Exportation of Foreign Currency as Part of Anti-Money Laundering Measures, issued by the Bank of Ghana and effective from 1 September 2025, applies to all travellers entering or leaving Ghana by air, sea, land and any other entry or exit point, and importers. The Guidelines provide that travellers are permitted to carry up to USD10 000 (or its equivalent in any other foreign currency and monetary instruments) without declaration. The Guidelines set out declaration requirements and penalties for non-compliance, including immediate seizure of undeclared amounts (or monetary instruments); fines; or criminal prosecution. The Guidelines shall remain in force until otherwise amended or revoked by the Bank of Ghana.

INFRASTRUCTURE

• The Ghana Infrastructure Investment Fund (Amendment) Act, 2025, assented to on 2 April 2025, amends the Ghana Infrastructure Investment Fund Act, 2014 to provide for the removal of the Annual Budget Funding Amount as a source of funding for the Ghana Infrastructure Investment Fund. The Ghana Infrastructure Investment Fund was established to mobilise, manage, coordinate and provide financial resources for investment in a diversified portfolio of infrastructure projects for national development.
• The Minerals Income Investment Fund (Amendment) Act, 2025, assented to on 2 April 2025, amends the Minerals Income Investment Fund Act, 2018 to provide for the transfer of minerals income to the Minerals Income Holding Account. The Minerals Income Investment Fund was established to maximise the value of income from the mineral wealth of the country; monetise the minerals income accruing to Ghana in a beneficial, responsible, transparent, accountable and sustainable manner; and develop and implement measures to reduce the budgetary exposure of the country to minerals income fluctuations.
• The Petroleum Revenue Management (Amendment) Act, 2025, assented to on 2 April 2025, amends the Petroleum Revenue Management Act, 2011 to, among others, enable the Annual Budget Funding Amount to be used for infrastructure development.

MINING

• The Environmental Protection (Mining in Forest Reserves) (Amendment) Regulations, 2025, dated 4 March 2025, amend the Environmental Protection (Mining in Forest Reserves) Regulations, 2022 by repealing the president’s powers to grant approval, in writing, to a mining company to undertake mining activity in globally significant biodiversity areas in the national interest.
• The Ghana Gold Board Act, 2025, assented to on 2 April 2025, establishes the Ghana Gold Board (“GoldBod”) to oversee, monitor and undertake the buying, selling and export of gold and other precious minerals; promote value addition to gold and other precious minerals of the country; support responsible mining and the accumulation of gold reserves by the Bank of Ghana; and generate foreign exchange for the country.
• Following enactment of the Ghana Gold Board Act, 2025, the GoldBod issued:
  • on 14 April 2025, a Press Statement, which provides that all licences issued by the Precious Minerals Marketing Company and/or the minister responsible for mines to a person other than a large-scale mining company to deal in gold, have ceased to be valid. It further provides that that the GoldBod is currently the sole buyer, seller, assayer and exporter of all gold produced by the licensed artisanal and small-scale mining sector; and
  • on 23 April 2025, the Press Statement: GoldBod Commences Licensing of Service Providers, which provides that the GoldBod will commence the licensing of service providers effective from 23 April 2025.
• The Growth and Sustainability Levy (Amendment) Act, 2025, assented to on 2 April 2025, amends the Growth and Sustainability Levy Act, 2023 to extend the period of application of the Growth and Sustainability Levy to 2028 and to increase the rate of the levy for gold mining companies from 1% to 3% of gross production.

PUBLIC PROCUREMENT

• The Public Procurement Authority (Amendment) Act, 2025, assented to on 2 April 2025, amends the Public Procurement Act, 2003 to inter alia require a commitment authorisation to accompany a procurement funded by the Central Government.

SHIPPING

• Effective from 22 July 2025, the Guidelines for the Application of Exchange Rates by the Shipping Industry in Ghana, inter alia aim to ensure transparency, consistency and alignment with regulatory frameworks in foreign exchange pricing for services offered at the ports. The Guidelines apply to all participants in the shipping industry operating in Ghana. All industry players are required to publish daily exchange rates used for invoicing on their websites and/or at their premises, and such rates must be available to customers and communicated clearly to them prior to the issuance of invoices or payment. All industry players are also required to comply with the Foreign Exchange Act, 2006 and related regulatory notices. Non-compliance with these Guidelines may result in administrative sanctions. The Guidelines shall remain in force until they are amended or revoked.

AML/CFT/CPF

• The Anti-Money Laundering and Combating of Terrorism Financing Laws (Amendment) Act, 2025, effective from 20 June 2025, amends various laws to strengthen Kenya’s legal and regulatory framework for AML/CFT/CPF, including the Proceeds of Crime and Anti-Money Laundering Act (Cap. 59A); the Prevention of Terrorism Act (Cap. 59B); the Retirement Benefits Act (Cap. 197); the Mining Act (Cap. 306); the Sacco Societies Act (Cap. 490B); the Accountants Act (Cap. 531); Estate Agents Act (Cap. 533); the Certified Public Secretaries of Kenya Act (Cap. 534); and the Public Benefits Organizations Act, 2013. The amendments aim to clarify the roles and responsibilities of regulatory bodies and expand the scope of specified institutions and activities.
• The Whistleblower Protection Bill, 2024, seeks to provide procedures for making public interest disclosures in public and private entities; and encourage disclosure of information of public interest by providing a framework for the protection of individuals making such disclosures.

BANKING AND FINANCE

• The Business Laws (Amendment) Act, 2024, effective from 27 December 2024, amends various laws, including:
  • the Banking Act (Cap. 488) to provide for penalties against institutions, credit reference bureaus or any other person who fails or refuses to comply with any provision of the Act, Prudential Guidelines and directions issued by the Central Bank of Kenya under the Act or Prudential Guidelines; and amend the Second Schedule to the Banking Act (Cap. 488) to provide for a progressive increase of the minimum core capital requirements for banks and mortgage institutions to enhance banking sector stability and attract global players;
  • the Central Bank of Kenya Act (Cap. 491) by deleting definitions relating to digital credit business and inserting new, broader definitions which cover all kinds of non-deposit-taking credit providers, thereby addressing the perceived limitation in the interpretation and coverage of the definitions “digital credit” and “digital credit provider”. The new definitions also clarify that certain credit businesses such as buy-now-pay-later credit services, peer-to-peer lending and asset financing are covered under the law, thereby addressing the uncertainty that has existed since the law came into force. The Act also widens the scope of credit providers to empower the Central Bank of Kenya to license and supervise non-deposit-taking credit providers not regulated under any other written law;
  • the Microfinance Act (Cap. 493C) to provide for the Cabinet Secretary to make regulations exempting any non-deposit-taking microfinance business from the application of the Act to take special circumstances into consideration. The exemption shall not be granted to a non-deposit-taking microfinance business whose annual revenue exceeds KES500 000. The Act inserts new provisions on consumer protection for borrowers from a non-deposit-taking microfinance business; and
  • the Standards Act (Cap. 496) to provide for the standards to be met by manufacturers.
• Press Release: Lifting of Moratorium on Licensing of New Commercial Banks in Kenya, issued on 16 April 2025, provides for the lifting of the moratorium on the licensing of new commercial banks, with effect from 1 July 2025. The moratorium was imposed amid governance, risk management and operational challenges within the banking sector. It was intended to provide space for the strengthening of the Kenyan banking sector. Since its introduction, significant progress has been made in strengthening the legal and regulatory framework governing Kenya’s banking sector.
• The Capital Markets (Amendment) Bill, 2025, dated 24 June 2025, seeks to amend the Capital Markets Act in order to refine the provisions relating to shareholding limits within different licence categories; and enhance the ease of doing business in Kenya by removing shareholding limits to attract more investments in regulated institutions. The Bill aims to ensure that shareholding limits can be aligned with best practice and evolving market standards and thereby support a more robust and effective regulatory environment.
• The Virtual Asset Service Providers Bill, 2025, dated 17 March 2025, seeks to provide a legislative framework to regulate virtual asset service providers and address potential risks associated with the misuse of virtual asset products and virtual asset services. The Bill designates the Capital Markets Authority and the Central Bank of Kenya as the primary regulatory authorities for virtual assets services and virtual assets service providers in Kenya.

CONSTRUCTION

• The National Building Code, 2024, effective from March 2025, repeals Local Government (Adoptive By-Laws) (Building) Order, 1968. The Code applies to persons who engage in construction work, as well as owners or occupants of buildings. The Code does not apply to the construction and maintenance of a single storey residential building which is occupied by the owner and is constructed of locally available materials whose design is influenced by the culture and traditions of the area where the building is sited. The purpose of the Code is to promote order and safety in construction works, and the health and safety of persons in or about construction works.

ENERGY

• The Energy (Energy Management) Regulations, 2025, dated 7 February 2025, aim to promote energy management in commercial, industrial and institutional facilities with the objective of reducing energy consumption per unit of production. The Regulations apply to owners of designated facilities, energy auditors, energy audit firms, energy managers and energy service companies.
• The Energy (Integrated National Energy Plan) Regulations, 2025, effective from 7 May 2025, apply to the national government and its entities, county governments and their entities, development partners, private-sector entities, public benefit organisations and any other relevant stakeholder that is involved in the identification, planning, implementation and financing of energy projects including the provision of energy services. The Regulations provide guidelines on the preparation, content, timelines, publication and monitoring of energy plans and the integrated national energy plan.

IMMIGRATION

• The Kenya Citizenship and Immigration (Amendment) Regulations, 2024, dated 1 October 2024, amend the Seventh Schedule to the Kenya Citizenship and Immigration Regulations, 2012 to introduce a “Class N: Digital Nomad” permit. A Digital Nomad is a person who has been offered employment by a company based outside of Kenya but works remotely from the country, or a freelancer remotely working from Kenya for a company based outside the country. Such a person must possess a valid passport; provide proof of remote work; have an assured annual income of USD55 000 derived from sources outside Kenya; provide proof of accommodation arrangements in Kenya; present a clean criminal record from the country of habitual residence; and undertake not to accept paid or unpaid employment or engage in any income generating activities for an employer or company domiciled in Kenya. Such person’s presence in Kenya should be of benefit to the country.

NATURAL RESOURCES

• The Water (Amendment) Act, 2024, effective from 24 December 2024, amends the Water Act (Cap. 372) to provide for public-private partnership (“PPP”) arrangements in the regulation, management and development of water resources and services.

PROPERTY

• The National Rating Act, 2024, effective from 24 December 2024, repeals the Rating Act (Cap. 267) and the Valuation for Rating Act (Cap. 266) and applies to all rateable property within the respective county governments, except freehold agricultural land. The Act establishes a comprehensive framework for the imposition of rates on land and buildings by county governments, and sets out procedures for the valuation of rateable property. The Act also provides for the appointment, qualifications and powers of valuers; and the establishment, powers and functions of the National Rating Tribunal to resolve disputes arising under the Act.
• The draft Movable Property Security Rights (Amendment) Bill, 2024, awaiting tabling in Parliament, seeks to amend the Movable Property Security Rights Act, (Cap. 499A) to modernise and harmonise the existing secured transaction laws dealing with security rights in movable assets; provide a sound environment for credit purchase transactions, defined under the Movable Property Security Rights Act to include Hire Purchase Agreements, by fully transitioning the Hire Purchase Act to the Movable Property Security Rights Act; and ensure that the provisions of the Movable Property Security Rights Act align with international best practices.

As of 25 August 2025, the Bills were at various stages in the legislative process.

Banking and finance

• The LeSwitch Pricing Plan (Card Stream Implementation Directive) Notice, 2025, dated 15 August 2025 and effective from the date of its publication in the gazette, formalises and implements the approved pricing plan for domestic card transactions in Lesotho and aims to ensure legal and operational compliance by card associations in applying the pricing plan for transactions between Lesotho issuers and acquirers. Card associations are required to implement the domestic card stream pricing plan as prescribed under Schedule I of the Notice.

Corporate/Commercial

• The Insolvency Act (Commencement) Notice, 2025, dated 21 March 2025, provides that the Insolvency Act, 2022 is effective from 1 April 2025. However, Part 8 dealing with the Insolvency Regulator shall come into effect at a later date to be announced by the Minister by way of Notice published in the gazette. The Insolvency Act, 2022 simplifies and shortens the winding up process of body corporates, other institutions and individuals. It provides for the establishment of the Insolvency Regulator and its functions and powers, which include regulating insolvency practices in Lesotho. It is worth noting, however, that the provisions establishing the Regulator have not yet come into effect. The Act introduces a consolidated legal framework for insolvency in Lesotho. Previously, insolvency matters were regulated in a fragmented manner under the Insolvency Proclamation of 1957 and the Companies Act of 2011. By replacing this piecemeal system with a single comprehensive statute, the Act provides greater clarity and coherence in the regulation of insolvency. A significant innovation under the Act is the distinction between natural persons and juristic persons in insolvency proceedings. Another crucial reform lies in the introduction of corporate rescue proceedings. Unlike the previous regime, which made no provision for the rehabilitation of financially distressed companies, the Act now enables companies in difficulty to restructure and pursue recovery.

EMPLOYMENT / LABOUR

• The Labour Act Wages (Minimum Wages) Notice, 2025, effective from 28 March 2025, being the date of its publication in the gazette, repeals the Labour Code (Minimum Wages) Notice, 2024. The Notice sets out the basic minimum wages for employees across various sectors and industries, and organises them into two categories – those who have been employed for more than 12 months and those who have been employed for less than 12 months of continuous service with the same employer. The Notice implements a uniform 5.5% increase in the minimum wage across all sectors, calculated against the 2024 wage rates.

ENERGY

• The Fuel and Services Control Regulations, 2025, dated 13 June 2025 and effective three months after its publication in the gazette, repeal the Fuel and Services Control (Importation of Petroleum Products) Regulations, 1999. The Regulations apply to any person who explores, extracts, refines, imports, exports, stores, transports, markets or retails petroleum products in Lesotho and apply to licences issued after the coming into effect of the Regulations and to the renewal of existing licences. The Regulations aim to establish clear criteria for reviewing licence applications to engage in businesses in the oil industry and outline the licensing process; establish a verification committee and enforcement mechanisms for non-compliance with the provisions of these Regulations; prescribe minimum capacity for a storage facility; and promote the active participation of citizens of Lesotho in the oil industry.

With appreciation for the contribution of Mayet & Associates to this publication.

AML/CFT/CPF

• The Financial Crimes Commission (Amendment) Act, 2025, gazetted on 19 July 2025, amends the Financial Crimes Commission Act, 2023 to empower the Financial Crimes Commission (“FCC”) and the Police to conduct joint investigations into offences set out under the Act; and set out a framework for cooperation between the FCC and the Police, including procedures for initiating and conducting joint investigations, and the requirement for notification and coordination between the two bodies.

Banking and finance

• The National Payment Systems (Authorisation and Licensing) (Amendment) Regulations, 2024, effective from 1 July 2024, repeal Regulation 9 of the National Payment Systems (Authorisation and Licensing) Regulations, 2021, which permitted the Bank of Mauritius to amend, vary or cancel any condition attached to, or impose new conditions in relation to, an authorisation or a licence. The Regulations also introduce additional application considerations where a payment service provider or a bank intends to issue e-money.
• The Financial Services (Determination of Application) Rules, 2024, effective from 1 October 2024, provide that section 17B of the Financial Services Act, 2007 – which provides for the determination and granting of an application under any relevant Act – shall not apply to the following: application for an investment banking licence; application for a securities exchange licence, securities trading systems licence or clearing and settlement facility licence; application for a management company licence; where the application is subject to any action to be undertaken at the level of the Registrar of Companies, Registrar of Foundations, Registrar of Limited Partnerships or Registrar of Limited Liability Partnerships; and where the application is subject to any information sought under the Financial Services Act, 2007.
• The Financial Services (Consolidated Licensing and Fees) (Amendment No. 6) Rules, 2024, effective from 1 October 2024, repeal and introduce several key changes to the licensing and fee framework under the Financial Services (Consolidated Licensing and Fees) Rules, 2008. Applicants for a financial service or a financial business activity licence, Global Business Licence, or Authorised Company status must now pay both the processing fee and the first annual fee upfront when submitting their application, instead of paying the annual fee only after the licence is granted. If the application is rejected, withdrawn, or the licence is granted in a later quarter, the Financial Services Commission shall refund all or part of the first annual fee without interest.
• The Guideline for Virtual Asset related Activities, dated November 2024 and effective immediately, applies to banks licensed under the Banking Act, 2004 that are involved in virtual asset-related activities as defined in the Guideline. The Guideline sets out the principles and requirements that banks must follow when engaging in virtual asset-related activities and are based on the standards of the Basel Committee on Banking Supervision regarding crypto-asset exposures.
• The Guideline on Compliance Risk Management and Governance Framework, effective from 12 November 2024, applies to all banks, non-bank deposit taking institutions and cash dealers licensed by the Bank of Mauritius. The Guideline sets out the minimum compliance requirements in order to assist financial institutions in implementing a strong compliance culture and an effective governance and risk management framework for compliance risk. It is recommended that financial institutions establish frameworks which are commensurate with the size, nature and complexity of their business operations.
• The Disclosure and Reporting Guidelines for ESG Funds, issued by the Financial Services Commission on 10 March 2025 and effective from 24 March 2025, apply to authorised Collective Investment Schemes and Closed-end Funds which use or include ESG factors as their key investment focus and strategy (“ESG Schemes”). The Guidelines – which are published for investment businesses with embedded ESG strategies or objectives aligned with the United Nations Sustainable Development Goals or other widely accepted goals – aim to provide investment businesses with sufficient information on their ESG strategies and products for investors to make better-informed decisions. ESG Schemes must, on an annual basis, submit a sustainability report to the Financial Services Commission and its investors, disclosing the information specified in the Guidelines.
• The Financial Services (Treasury Management) Rules, 2025, dated 10 May 2025, apply to any person carrying out treasury management activities by way of business in or from Mauritius. The Rules set out services which a holder of a Treasury Management Licence may provide, by way of business, subject to specified exclusions; prohibit the carrying out of treasury management activities without a Treasury Management Licence issued by the Financial Services Commission; and require a Treasury Management Licence holder to submit weekly returns with the Financial Services Commission in the form and manner specified in the Schedule to the Rules.
• The Financial Services (Financial Services (Consolidated Licensing and Fees) (Amendment) Rules 2024) (Revocation) Rules, 2025, effective from 16 June 2025, repeal the Financial Services (Consolidated Licensing and Fees) (Amendment) Rules, 2024.
• The Financial Services (Consolidated Licensing and Fees) (Amendment) Rules, 2025, effective from 1 July 2025, amend the Financial Services (Consolidated Licensing and Fees) Rules, 2008 to introduce a new timeframe for the reinstatement of a lapsed Global Business Licence. The Rules provide that the Financial Services Commission may on just or reasonable cause, reinstate a Global Business Licence or an authorisation made under the Financial Services Act, 2007 when an application is made after six months from the date on which the Global business Licence has lapsed. The Rules also set out the fees and charges payable for a global business corporation and an authorised company in relation to any payment of the annual fee made after the due date.
• The Finance Act, 2025, introduced a series of legislative amendments to give effect to the measures announced in the 2025-2026 budget speech. Key changes include:
  • amendments to the Companies Act, 2001, Foundations Act, 2012 and Limited Partnerships Act, 2011 to introduce the requirement of obtaining a written declaration from their beneficial or ultimate beneficial owners confirming their status as such;
  • amendments to the Bills of Exchange Act, 1914 to recognise electronic bills of exchange, supporting the move towards fully digital trade finance;
  • amendment to the Banking Act, 2004 to expand the definition of “foreign exchange dealer” to cover foreign exchange swaps and other transactions which may be construed as the buying and selling of foreign currency under the activity of licensed foreign exchange dealers; and
  • amendments to the Financial Services Act, 2007 to exempt the transfer or issuance of shares to existing shareholders of licensees from the approval of the Financial Services Commission provided that it does not result in a change in control. Additionally, Global Business Licence holders must have at least two directors at all times, and any changes to the board must be reported to the Financial Services Commission within seven days.

EMPLOYMENT / LABOUR

• The Private Recruitment Agencies Regulations, 2024, effective from 16 October 2024, repeal the Recruitment of Workers Regulations, 1994. The Regulations set out the procedure and requirements for an application to operate a private recruitment agency for the recruitment of Mauritian citizens for employment in Mauritius, Mauritian citizens for employment abroad, or non-citizens for employment in Mauritius. The Regulations also provide for the application procedure for the renewal of a licence; the issuance of duplicate licences; the recruitment fees charged by a private recruitment agency; and the requirements for contracts of employment. Any person who contravenes these Regulations shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding MUR100 000 and to imprisonment for a term not exceeding two years.
• The Employment Relations (Amendment) Act, 2024, dated 18 December 2024 and deemed to have come into operation on 1 July 2024, amends the Employment Relations Act with respect to the remuneration of employees in the specified sectors to ensure fair and equitable pay differentials between different categories of employees. The Act provides for the payment of wage adjustments to address issues of wage relativity arising from the introduction or review of the national minimum wage.
• The Workers’ Rights (Amount of Seed Capital) (Amendment) Regulations, 2025, effective from 26 August 2025, amends the Workers’ Rights (Amount of Seed Capital) (Amendment) Regulations, 2019 to increase the amount of seed capital for the Wage Guarantee Fund Account from MUR75-million to MUR150 000-million.

ENVIRONMENTAL

• The Forests and Reserves (Protection of Protected Plants) Regulations, 2024, effective from 18 October 2024, provide for the protection of protected plants. The Regulations require the Conservator of Forests to keep a register recording the details of every person who grows protected plants on private lands; every person who is a dealer of protected plants; every protected plant or part thereof that is cut and fell; and every protected plant or part thereof that is exported.
• The Environment Protection (Control of Single Use Plastic Products) (Amendment) Regulations, 2025, dated 14 June 2025 and deemed to have come into operation on 15 January 2021, amend the Environment Protection (Control of Single Use Plastic Products) Regulations, 2020 by amending the citation to “the Environment (Control of Single Use Plastic Products) Regulations 2020”. The Regulations exceptionally extend up to 14 January 2026 (previously 14 January 2025) the moratorium in respect of the banning of specified non-biodegradable single use plastic products used by local food manufacturers.

INSURANCE

• The Guidelines on Stress Test Requirement for Long Term Insurers, revised on 4 September 2024, apply to all long-term insurers and professional reinsurers. The Guidelines aim to assist long-term insurers in calculating the stress test requirement, as required by the Insurance (Long Term Insurance Business Solvency) Rules, 2024.
• The Insurance (General Insurance Business Solvency) Rules, 2024, effective from 9 September 2024, repeal the Insurance (General Insurance Business Solvency) Rules, 2007 and set out requirements relating to the solvency margin, capital requirement, valuation of assets and valuation of insurance liabilities, among others.
• The Insurance (Long-Term Insurance Business Solvency) Rules, 2024, effective from 9 September 2024, repeal the Insurance (Long-Term Insurance Business Solvency) Rules, 2007. The Rules set out the principles to be applied by insurers in determining the value of liabilities according to the statutory solvency method and requirements relating to the solvency margin and capital requirement.
• The Insurance (Returns) Rules, 2024, effective from 9 September 2024, repeal the Insurance (Returns) Rules, 2007. The Rules set out the forms to be used by insurers when submitting returns or abstracts to the Financial Services Commission in respect of their general insurance business, long-term insurance business, general reinsurance business and long-term reinsurance business. Insurers are required to comply with these updated reporting obligations to ensure regulatory oversight, transparency and alignment with the requirements of the Insurance Act.

AML/CFT/CPF

• Guidance Note No. 02 of 2024 on Sanctions Screening Effectiveness: Based on Thematic Review of the Effectiveness of Customer and Transaction Screening Systems, first issued on and effective from 25 October 2024, applies to all Accountable Institutions and Reporting Institutions and highlights considerations to enhance the effectiveness of sanctions screening systems, in particular, as part of the greater framework of targeted financial sanctions stipulated in the Financial Intelligence Act, 2012 and the Prevention and Combating of Terrorist and Proliferation Activities Act, 2014. Screening systems must be both effective – capable of detecting exact and manipulated sanctioned names – and efficient, with performance benchmarks of 100% for unmanipulated and at least 95% for manipulated names, while minimising false positives. Senior management is responsible for ensuring adequate resources, regular reporting and a documented, risk-based screening methodology. Ongoing, independent testing of screening systems is required, including before and after any system changes, and non-compliance may result in administrative or remedial action unless alternative, equally effective controls are demonstrated.
• Effective from 1 January 2025, the Financial Intelligence Centre: Determination under the Financial Intelligence Act, 2012: Sharing of Information between Accountable and Reporting Institutions, dated 31 December 2024, applies to Accountable Institutions and Reporting Institutions as listed under Schedules 1 and 3 of the Financial Intelligence Act, 2012. The Determination outlines the nature and manner of sharing information between Accountable and Reporting Institutions to strengthen efforts to combat ML/TF and proliferation activities. Specifically, it mandates that information may be shared for purposes such as investigating and reporting suspicious transactions; establishing the identity or risk profile of clients or beneficial owners; conducting due diligence on correspondent banking relationships; and complying with electronic funds transfer screening requirements.

BANKING AND FINANCE

• Effective from 1 October 2024, the Determination under the Financial Intelligence Act, 2012 as amended: Determination on (1) the amount of transaction above which Accountable and Reporting Institutions must establish identity of clients; and (2) to provide that multiple-related transactions be considered a single transaction for purposes of meeting identification threshold, dated 27 September 2024, applies to all Accountable and Reporting Institutions as provided for under Schedules 1 and 3 of the Financial Intelligence Act, 2012 and aims to align the national identification framework to the evolving maturity level of risk management systems across different sectors in Namibia. The Determination increases the financial value of a single transaction above which Accountable and Reporting Institutions must establish the identity of clients as per the Act, from NAD5 000 to NAD10 000, while maintaining the Casino and Gambling Institutions’ client identification threshold at NAD25 000. It reiterates that multiple transactions that are related must be considered as a single transaction for purposes of meeting the identification threshold, where such transactions appear to have been separated or structured to circumvent the need for client identification (or transactions below the threshold) in terms of the Act.
• The Determination under the Payment System Management Act, 2023: Determination on Issuing of Electronic Money in Namibia (PSD-3), dated 27 September 2024, is effective six months from the date of its publication in the gazette. The Determination repeals and replaces the Determination on Issuing Electronic Money in Namibia (PSD-3), published under General Notice No. 492 dated 28 November 2019, and provides that the Determination applies to all persons who intend to issue e-money in Namibia in terms of the Payment System Management Act, 2023. All new and existing payment service providers that issue e-money (“e-money issuers”) are required to do so in accordance with this Determination and the Determination on the Licensing and Authorisation of Payment Service Providers (PSD-1). The purpose of this Determination is to provide for the minimum requirements for e-money issuers in Namibia.
• The Determination under the Banking Institutions Act, 2023: Determination on Policy Changes in Response to Economic and Financial Stability Challenges as a Result of the State of Emergency over the Persistent Drought in Namibia (BID-39), dated 23 October 2024, comes into force on the date of its publication in the gazette, shall remain in force for a period of two years and applies to all banking institutions authorised by the Bank of Namibia to conduct banking business in Namibia. The Determination aims to provide policy and regulatory measures for clients of banking institutions following the declaration of a state of emergency by the President with effect from 22 May 2024 on account of the persistent national disaster related to drought affecting Namibia; aims to provide relief to clients engaged in the agriculture sector who are experiencing financial hardship due to the persistent drought conditions; and provides that clients already classified as “loss” in terms of the Determination on Asset Classification, the Suspension of Interest and Provisioning (BID-2) at the effective date of this Determination do not qualify for relief.
• The Determination under the Banking Institutions Act, 2023: Determination on Recovery Plans (BID-36), dated 23 October 2024, comes into force on the date of its publication in the gazette for banking institutions and microfinance banking institutions and 1 January 2027 for controlling companies of banking institutions and microfinance banking institutions. The Determination applies to all banking institutions, microfinance banking institutions and controlling companies authorised to conduct business in Namibia on an individual or consolidated basis. It aims to inter alia promote the financial stability and effective working of the banking system; provide guidance to banking institutions on the key elements of an effective recovery plan; and set out the Bank of Namibia’s approach and expectation in reviewing the recovery plans of banking institutions, microfinance banking institutions and controlling companies.
• The Bank of Namibia: Determination under the Banking Institutions Act, 2023: Determination on Cloud Computing (BID-19), dated 26 November 2024, comes into force on the date of its publication in the gazette. The Determination repeals and replaces the Determination on Localisation of Core Banking Systems (BID-19), 2008. The Determination applies to all banking institutions or microfinance banking institutions authorised by the Bank of Namibia to conduct banking business in Namibia and aims to ensure that cloud environments are resilient against cyber threats, compliant with regulatory requirements, and capable of driving innovation and operational efficiency. It sets out the requirements that a banking institution and microfinance banking institution must observe in assessing and managing risks relating to cloud computing arrangements to establish a comprehensive framework for the secure, compliant and effective use of cloud computing services by banking institutions.
• Effective from 26 November 2024, the Bank of Namibia: Determination under the Payment System Management Act, 2023: Determination on the Designation of Systemically Important Systems and Authorisation of Financial Market Infrastructures in Namibia (PSD-13), dated 26 November 2024, applies to payment service providers and payment system operators authorised under the Payment System Management Act, 2023 to operate within the national payment system. The Determination sets out the criteria for designating systemically important systems; the criteria for authorising financial market infrastructures; as well as the designation and authorisation process to be followed when the Bank of Namibia designates systemically important systems and authorises financial market infrastructures respectively.
• Effective from 26 November 2024, the Bank of Namibia: Determination under the Banking Institutions Act, 2023: Determination on Outsourcing (BID-34), dated 26 November 2024, applies to all banking institutions and microfinance banking institutions authorised to conduct business in Namibia; sets out the requirements that a banking institution and microfinance banking institution must observe in assessing and managing risks relating to outsourcing arrangements; and guides all aspects of outsourcing business activities or functions of a banking institution or microfinance banking institution.
• The Directive on the Regularisation of Cross-Border Low-Value Electronic Funds Transfers (“EFT”) Within the Common Monetary Area (“CMA”), dated 31 March 2025, directs payment service providers processing cross-border low-value EFT transactions within the CMA to transition from the temporary settlement arrangement via the Southern African Development Community real-time gross settlement (SADC-RTGS) system and other inappropriate systems to the Transactions Cleared on an Immediate Basis (TCIB) payment scheme. The Directive aims to ensure that payment service providers facilitate the execution of low-value cross-border EFTs in a manner that promotes transparency, efficiency and cost-effectiveness for users and businesses.
• The Directive on e-Money Interoperability through the Implementation of the Instant Payment Switch in the National Payment System, dated 16 June 2025, directs payment service providers issuing payment instruments to ensure e-money interoperability through the instant payment switch by 26 February 2026.
• The Guidelines on Climate-Related Financial Risks and Disclosure Requirements (BIG-5/2025), effective from 1 July 2025, apply to Domestically Systematically Important Banks (“DSIBs”) on a comply-or-explain basis and provide essential principles for effective management and integration of climate-related financial risks in the operations of DSIBs. The Guidelines further provide disclosure requirements for DSIBs to ensure that customers and other key stakeholders are provided with meaningful information pertaining to their risk exposure and the management of climate-related financial risks. By adopting these Guidelines, banking institutions can enhance their resilience to climate-related financial risks and ensure transparency in terms of their exposure and management of climate-related financial risks.
• The Determination on Interchange Rates and Off-Us ATM Withdrawal Fees (PSD-11), 2025, effective from 7 July 2025, repeals and replaces the Determination on Card Interchange and ATM Surcharging (PSD-11), 2022. The Determination applies to all card and instant payment participants in the National Payment System and all participants involved in the processing of interbank card and instant payment transactions performed through various payment channels, including ATMs, in Namibia. The Determination provides the interchange rates and off-us ATM withdrawal fees for interbank card and instant payment transactions in the National Payment System, as determined by the Bank of Namibia. A card participant, instant payment participant or its agent that contravenes or otherwise fails to comply with any provisions of this Determination will be subjected to administrative penalties as provided for under the Payment System Management Act, 2023.

CORPORATE/COMMERCIAL

• The Rules relating to Fees for Services Rendered by Namibia Standards Institution: Standards Act, 2005, effective from 1 April 2025, repeal General Notice No. 190 of 26 April 2023 and set out the fees payable for management systems certification, product certification and documents; testing services; inspection services; and monitoring compliance with the requirements of applicable standards.

EMPLOYMENT / LABOUR

• The Code of Good Practice for Labour Inspectors: Labour Act, 2007, dated 23 October 2024, applies to all labour inspectors appointed under the Labour Act, 2007. The Code aims, among others, to serve as a guideline for establishing credible ethical standards and the consistently professional behaviour expected of labour inspectors; and sets out the standards of good practice, ethics and other obligations that govern the profession and conduct of labour inspectors. The Code must be reviewed every five years.
• The Amendment of Pension Funds Regulations: Pension Funds Act, 1956, dated 1 July 2025, amends the Pension Funds Regulations, 2018 to provide that the prescribed interest rate relating to a loan granted by a registered pension fund organisation to a member, if its rules so permit, is equal to the sum of the percentage of the repo rate charged by the Bank of Namibia plus an additional 2.5% per annum with effect from the date of publication of these Regulations in the gazette.

ENERGY

• The Regulations for Decommissioning of Facilities: Atomic Energy and Radiation Protection Act, 2005, dated 20 March 2025, apply to various specified facilities and establish the safety requirements applicable to the decommissioning of facilities, including the planning, conduct and completion of decommissioning actions and the termination of the authorisation for these actions. The Regulations specify the minimum safety and protection requirements applicable to decommissioning and do not prevent a licensee or any other person from taking additional actions as may be appropriate and reasonably necessary to protect the environment, and the health and safety of people.

HEALTHCARE

• The Commencement of Health Professions Act, 2024, dated 20 March 2025, provides that the Health Professions Act, 2024 comes into operation on 20 March 2025. The Health Professions Act, 2024 inter alia repeals previous sectoral laws, consolidating regulation under a single statute; provides for the establishment, constitution, powers and functions of the Health Professions Council of Namibia; provides for the establishment of professional boards; and regulates the registration and licensing of persons practising health professions. The Act aims to safeguard public health, enhance professional standards and modernise Namibia’s health-profession governance.

IMMIGRATION

• The Amendment of Regulations relating to Immigration Control Regulations: Immigration Control Act, 1993, dated 9 December 2024, amends the Regulations under the Immigration Control Act, 1993 published under Government Notice No. 134 of 29 July 1994 by inter alia inserting new definitions; substituting Annexure A with a new Annexure A (Arrival Form/Visa on Arrival Form); and requiring a person entering Namibia, excluding a returning resident, to make a declaration in the form of the new Annexure A.
• The Amendments of Regulations under Immigration Control Act, 1993, dated 19 December 2024, amends the Regulations under the Immigration Control Act, 1993 published under Government Notice No. 134 of 29 July 1994 by inserting Annexures AG (Application for Certificate of Domicile) and AH (Certificate of Domicile); and to require an application for obtaining proof of domicile for the purposes of section 22(1)(c) of the Act (Domicile in Namibia) to be in the form of Annexure AG and to be lodged with the Chief of Immigration. A certificate of domicile shall be issued in the form of Annexure AH.
• The Promulgation of Regularisation of Status of Certain Residents of Namibia, their Descendants and Foreign Spouses Act, 2024, dated 30 December 2024, inter alia provides the process for applying for Namibian citizenship by naturalisation for holders of South West Africa identification documents; and by birth or descent of the descendants of holders of South West Africa identification documents. The Act also sets out the process for applying for Namibian citizenship by marriage or customary marriage of foreign spouses of holders of South West Africa identification documents; and prohibits retroactive right to benefits of persons who acquire citizenship under this Act.
• The Immigration Control Amendment Regulations: Immigration Control Act, 1993, dated 1 April 2025, amend the Regulations made in terms of the Immigration Control Act, 1993 and published under Government Notice No. 134 of 29 July 1994 to substitute visa, permit, certificate or appeal fees payable by the holder of a passport with new fees.

INTELLECTUAL PROPERTY

• The Prohibition of Use of a Certain Mark: Merchandise Marks Act, 1941, dated 20 June 2025, prohibits the use by any person other than the Livestock and Livestock Products Board of Namibia, of the marks set out in Schedules 1, 2 and 3 of the Government Notice. These marks cannot be used in any trade, business, profession, occupation or in connection with the trade mark, mark or trade description applied to goods without the consent of the Livestock and Livestock Products Board of Namibia. The protected marks serve as official certification for Namibian livestock products and include both word and device elements. The aim is to prevent misleading use; protect the reputation of Namibia’s meat industry; and stop unfair competition. Further, unauthorised use of these marks is an offence and may result in fines, imprisonment for repeat offenders, and confiscation of goods.

LAND / LOGISTICS

• The Roads Act, 2025, dated 31 July 2025, shall come into force on a date determined by the Minister by notice in the gazette and repeals Ordinances and Acts specified in the Schedule to the Act. The Act provides for the establishment and powers of roads boards; the powers and duties of the minister responsible for administering works and transport affairs, the Roads Authority and local authorities in relation to roads; building restrictions and advertising on roads; and entry on land, encroachment on land, acquisition of land and compensation for land, among others.

NATURAL RESOURCES

• The Amendment of Water Resources Management Regulations: Water Resources Management Act, 2013, dated 8 August 2025, amends the Water Resources Management Regulations published under Government Notice No. 269 of 29 August 2023 by substituting regulation 113 with a new Regulation 113 (Publication of intention to apply for licence), which requires, among others, a person who intends to apply for a licence for the removal of rocks, sand or gravel from a watercourse for sale or commercial exploitation to publish, at least 60 days before making such application, a notice to that effect in the gazette and a newspaper circulated widely in the area where the watercourse is located. The Regulations are further amended by the substitution for Annexure 10 of a new Annexure 10 setting out categories of drillers’ licences.

PROPERTY

• The Property Practitioners Act, 2024, promulgated on 11 November 2024, repeals the Estate Agents Act, 1976 and aims to establish an Appeal Board to hear and determine appeals against certain decisions. The Act provides for the regulation of property practitioners; continuation of the Namibian Estate Agents Board as the Property Practitioners Regulatory Authority (the “Authority”); governance, administration and financing of the Authority; continuation of the Estate Agents Fidelity Fund as the Property Practitioners Fidelity Fund; registration and certification of property practitioners; keeping of trust accounts and records of transactions by property practitioners; professional conduct and behaviour of property practitioners; and resolution of disputes between property practitioners and consumers. The Act aims to enhance consumer protection, promote professionalism and ensure accountability within the property sector.

PUBLIC SERVICE

• The Announcement of Dissolution and Establishment of Ministries: Namibian Constitution, dated 4 April 2025, provides that the announcement issued under Proclamation No. 18 of 14 April 2021 is withdrawn. It sets out the ministries that have been dissolved and those that have been established and retained, with effect from 22 March 2025.

AML/CFT/CPF

• The Guidelines on implementation of the Foreign Currency Disclosure, Deposit, Repatriation, and Investment Scheme, 2024, effective from 6 November 2024, set out the procedures and requirements for the participation of commercial, merchant and non-interest banks (“CMNIBs”) in the Foreign Currency Disclosure, Deposit, Repatriation, and Investment Scheme (the “Scheme”). The Guidelines require CMNIBs to comply with extant rules and regulations, including AML/CFT/CPF laws and regulations. The Guidelines provide detailed modalities for the disclosure, deposit, repatriation and investment of foreign currency, outlining the roles and responsibilities of participating banks, reporting obligations and the documentation required for transactions under the Scheme.
• The Guidelines for the Identification, Verification and Reporting of Suspicious Transactions Related to Money Laundering, Financing of Terrorism and Proliferation of Weapons of Mass Destruction for Financial Institutions, dated 13 December 2024, apply to all financial institutions. The objectives of the Guidelines are to guide reporting entities in complying with AML/CFT/CPF requirements as to the identification, verification and reporting of activities and/or transactions that are deemed to be suspicious; ensure that suspicious transaction reports (“STRs”) filed with the Nigerian Financial Intelligence Unit are of high quality; minimise incidences of false positives and defensive filings of STRs; ensure that reporting entities have in place appropriate and effective measures to prevent criminals from using the financial systems; and ensure that reporting entities put in place appropriate and effective AML/CFT/CPF policies and procedures commensurate with their business complexities and risks.

CAPITAL MARKETS

• The New Rules on Issuance and Allotment of Private Companies’ Securities, dated 24 April 2025 and effective immediately on the date issued by the Securities and Exchange Commission (the “Commission”), apply to debt securities issuances by private companies either by way of public offer or other methods as may be approved by the Commission, subject to the specified conditions; registered exchanges and platforms which admit debt securities issued by private companies for trading, price discovery or information repository purposes; and registered capital market operators who are parties in issuances and allotment of debt securities of private companies. The Rules establish a regulatory framework for the issuance and allotment of debt securities to the public or through other approved methods.
• The Investments and Securities Act, 2025, dated 2 May 2025, repeals the Investments and Securities Act, 2007. The Act establishes the Securities and Exchange Commission as the highest regulatory authority for the Nigerian capital market. It regulates the market to ensure proper capital formation; the protection of investors; maintenance of fair, efficient and transparent markets; and a reduction of systemic risks.

ENERGY

• The Midstream and Downstream Petroleum Fees Regulations, 2024, dated 4 November 2024, apply to the grant, reissue or renewal of a licence, permit, authorisation or approval in the Nigerian midstream and downstream activities and operations. The Regulations prescribe the midstream and downstream petroleum activities and operations to be subject to a licence, permit, authorisation or approval from the Nigerian Midstream and Downstream Petroleum Regulatory Authority (the “Authority”); fees payable to the Authority for the grant, reissue or renewal of a licence, permit, authorisation and approval by the Authority; and the procedure for payment of prescribed levies.
• The Draft Midstream and Downstream Petroleum Safety and Environmental Regulations, 2025, seek, among others, to provide safety and environmental standards for midstream and downstream petroleum operations; regulate, monitor and enforce health and environmental measures relating to midstream and downstream petroleum operations; ensure rehabilitation or management of negative environmental impacts arising from midstream and downstream petroleum operations; determine the amount of financial contribution based on the size of the petroleum operations and the level of the environmental risks that may exist; and regulate the decommissioning and abandonment activities of facilities in the Nigerian midstream and downstream petroleum industry.
• The Code of Corporate Governance for the Nigerian Electricity Supply Industry, 2025, provides a comprehensive framework for the governance of licensees in the Nigerian Electricity Supply Industry (“NESI”) and relevant principles and best practices to promote transparency, accountability and ethical conduct among operators in the NESI. The Code applies to all persons who are licensed to engage in the business of generation, distribution, transmission, system operations, supply or trading in electricity in the NESI. The Code aims to strengthen governance structures, enhance investor and public confidence, and ensure sustainable and efficient operations across the electricity sector.
• The Upstream Petroleum Operations (Cost Efficiency Incentives) Order, 2025, effective from 30 April 2025, applies to lessees, licensees and their contractors operating in the upstream petroleum sector. It establishes a Cost Efficiency Incentive framework aimed at improving efficiency and enhancing Nigeria’s competitiveness in the global oil and gas sector by reducing operating costs in the upstream petroleum operations through achievable cost reduction measures, strategies and targets; promoting cost discipline among stakeholders in the upstream petroleum operations; improving operational performance and streamlining contract cycles; maximising economic value from the oil and gas sector; and offering tax incentives to companies which achieve or surpass cost reduction targets.
• The Guidelines on Registration and Engagement of Third-Party Collection Service Providers by Electricity Distribution Companies, effective from 27 May 2025, apply to applicants for registration as third-party collection service providers for electricity distribution companies for automated transactions of electrical energy in federating states that have not established their electricity markets. The Guidelines establish a framework for the registration and engagement of third-party collection service providers by Electricity Distribution Companies licensed by the Nigerian Electricity Regulatory Commission to enhance operational performance and mitigate risks associated with cash collections.
• The Nigerian Upstream Petroleum (Commercial) Regulations, 2025, effective from 5 May 2025, apply to licences and leases granted and preserved under the Petroleum Industry Act, 2021 in relation to the approval of commercial aspects of a field development plan, annual work programme and status report. The Regulations provide a framework for the regulation of commercial activities in upstream petroleum operations.
• The Guidelines for the Operationalisation of Advance Cargo Declaration Regulation, dated 17 June 2025, apply to licences and leases granted or preserved by the Petroleum Industry Act, 2021 and to all crude oil, natural gas, natural gas liquids and petroleum products exported from all terminals and export points in Nigeria. The Guidelines set out general rules for the implementation of the advance cargo regime for crude oil cargo declaration and export documentation under the Nigerian Upstream Petroleum Advance Cargo Declaration Regulation, 2024.

FINANCIAL CRIME

• The Designation of Nigerian Copyright Commission as a Relevant Organisation Order, 2025, dated 7 February 2025, designates the Nigerian Copyright Commission as a Relevant Organisation under the Proceeds of Crime (Recovery and Management) Act, 2022. The Act provides for the seizure, confiscation, forfeiture and management of properties reasonably suspected to have been derived from unlawful activities.

FOREIGN EXCHANGE

• The Central Bank of Nigeria Circular to Authorised Dealers - Introduction of the Electronic Foreign Exchange Matching System (EFEMS) in the Interbank Foreign Exchange Market, issued on 2 October 2024, introduces the Electronic Foreign Exchange Matching System (“EFEMS”) for foreign exchange transactions in the Nigerian Foreign Exchange Market. Authorised Dealers are required to conduct all foreign exchange transactions in the interbank foreign exchange market using EFEMS, which has been approved by the Central Bank of Nigeria. The new system aims to enhance governance, transparency and facilitate a market-driven exchange rate that will be accessible to the public. This development is expected to reduce speculative activities, eliminate market distortions and provide the Central Bank of Nigeria with improved oversight capabilities to effectively regulate the market. The Central Bank of Nigeria will publish real time prices and buy/sell orders data from the system and, in collaboration with the Financial Markets Dealers Association, publish rules for the EFEMS.
• The Revised Guidelines for the Nigeria Foreign Exchange Market (NFEM), dated 29 November 2024, provide a comprehensive regulatory framework for foreign exchange market activities in Nigeria and supersede previous guidelines. The Guidelines require authorised dealers to facilitate foreign exchange transactions to all firms and persons in the foreign exchange market; complete due diligence; ensure compliance with extant laws, guidelines and circulars; provide convenient market access channels (including digital solutions); and ensure transparent pricing to their customers.
• The Nigeria Foreign Exchange (FX) Code: January 2025, effective from 2 December 2024, applies to market participants operating in the Nigerian foreign exchange market, consisting of authorised dealers as well as approved entities which are active in the foreign exchange market as a regular part of their business and are engaged in the purchase or sale of one currency against another. The Code sets out principles and standards of conduct to promote a fair, transparent and robust foreign exchange market in Nigeria. Market participants are required to implement measures to prevent illegal financial transfers and to establish and maintain effective AML-related policies and procedures. The Code provides guidance on best practices for trading, settlement and reporting of foreign exchange transactions, and encourages market participants to foster a culture of compliance and accountability.

INTELLECTUAL PROPERTY

• The Collective Management Regulations, 2025, dated 28 January 2025, provide a legal framework for the approval, membership, management and obligations of Collective Management Organizations (“CMOs”). CMOs are responsible for administering the rights of authors and copyright owners in accordance with the Copyright Act, 2022 and the provisions of these Regulations; monitoring the exploitation of the rights entrusted to them and the use of works associated with those rights; negotiating and granting copyright licences on behalf of copyright owners; collecting royalties which accrue from the use of copyright works; distributing collected royalties to copyright owners; assisting their members to enforce their rights under the Copyright Act, 2022; and providing social, cultural and educational services for the benefit of their members.

With appreciation for the contribution of ǼLEX to this publication.

AML/CFT/CPF

• Law No. 002/2024 of 22/01/2025 Amending Law No. 045/2021 of 18/08/2021 Governing the Financial Intelligence Centre, effective from 22 January 2025, amends the principal Law to, among others, introduce new definitions; recognise the FIC as the national central agency for financial intelligence; and set out the FIC’s responsibilities and powers. In performing its responsibilities and for the purpose of sharing information related to the fight against the crimes of ML/TF and proliferation financing (“PF”), the FIC may collaborate with reporting persons and various organs, including national defence, security and justice organs, and administrative entities.
• Prime Minister’s Order No. 001/03 of 22/01/2025 Governing the National Counter-Terrorism Committee, effective from 22 January 2025, repeals Prime Minister’s Order No. 018/03 of 26/08/2021 Governing the National Counter-Terrorism Committee. The Order sets out the composition, organisation, functioning, responsibilities and powers of the National Counter-Terrorism Committee. It further provides, upon request of a foreign country to Rwanda and of Rwanda to a foreign country, for the listing of a person or group of persons who proliferate weapons of mass destruction, financiers of proliferation of weapons of mass destruction or terrorism financiers as terrorists or the listing of a person on the United Nations sanctions list by a United Nations Sanctions Committee.

BANKING AND FINANCE

• Ministerial Order No. 007/24/10/TC of 30/09/2024 Determining Detailed Guidelines for Implementation of the Common Reporting Standard, effective from 30 September 2024, sets out the guidelines for implementing the Common Reporting Standard, reporting requirements and due diligence procedures to be followed by reporting financial institutions. The Order specifies the information to be provided by a reporting financial institution with respect to each reportable account maintained by such financial institution. The enactment of this Ministerial Order is expected to have a significant impact on Rwanda’s financial sector. By establishing detailed guidelines for implementing the Common Reporting Standard, the Ministerial Order enhances the country’s ability to participate in the automatic exchange of financial account information with other jurisdictions. This strengthens Rwanda’s commitment to international tax transparency and positions it as a cooperative player in global efforts to combat tax evasion. Financial institutions will face increased compliance obligations, including more rigorous due diligence procedures and the requirement to report specific information on accounts held by non-residents. These changes are expected to prompt updates to internal systems, staff training and client onboarding processes. For account holders, particularly those with cross-border financial interests, the Ministerial Order increases the likelihood of their financial data being shared with foreign tax authorities, thereby encouraging greater tax compliance. Overall, the Order is expected to promote transparency; reduce opportunities for tax avoidance; and support Rwanda’s integration into the global financial system.
• Regulation No. 86/2024 of 19/12/2024 on Credit Facilities Classification and Provisioning for Banks, effective from 5 February 2025, repeals Regulation No. 12/2017 of 23/11/2017 on Credit Classification and Provisioning and all prior provisions contrary to this Regulation; and governs credit facilities classification and provisioning. The Regulation aims to ensure that banks promptly identify and monitor their non-performing credit facilities and undertake adequate measures to manage credit risk in their portfolios. The Regulation is expected to improve portfolio quality; increase transparency; and bolster financial stability, although it may require banks to upgrade systems and tighten lending criteria, thereby potentially impacting credit access for higher-risk borrowers.
• Regulation No. 87/2024 of 19/12/2024 Relating to Bouncing Cheques, effective from 5 February 2025, repeals Regulation No. 2310/2018-00018 [614] of 27/12/2018 of the National Bank of Rwanda Relating to Bouncing Cheques and all prior regulatory provisions inconsistent with this Regulation. The Regulation applies to bouncing cheques, paying institutions, presenting institutions and cheque defaulters. It aims to establish the modalities for managing, processing and preventing issues relating to bouncing cheques. The Regulation also provides for sanctions associated with a bouncing cheque.
• Ministerial Instructions No. 001/25/10/TC of 21/01/2025 Determining the Template of Rules of Procedure of a Tontine, effective from 22 January 2025, issue the template of rules of procedure of a tontine in the Annex attached to these Instructions and provide that the rules of procedure of a tontine may be drafted in one, two or all of the official languages in which the template was drafted. The template aims to harmonise the drafting of tontine rules of procedure, thereby promoting consistency, legal certainty and compliance with regulatory requirements.

CAPITAL MARKETS

• The Capital Market Governance Code, 2024, published by the Capital Market Authority on 2 October 2024, shall come into force on the date of its publication in the gazette. All listed companies and all issuers of securities to the public or a section of the public, regardless of the nature of their business, their shareholders and other stakeholders, must apply the provisions of the Code and explain how the company has applied the provisions (the “apply-and-explain” approach). Companies that intend to issue securities to the public or a section of the public, other public companies, state-owned companies, private companies and small and medium-sized enterprises are all encouraged to adopt the provisions of the Code. The Code sets out minimum standards to ensure that companies are directed and governed by a Board of Directors (the “Board”), which is the governing body of the institution, in a manner that is responsible, accountable, fair and transparent to the company’s stakeholders. The Code provides that the Board must ensure value creation, company sustainability and resilience in the long term. To fulfil these responsibilities, the Board is to be supported by the CEO and management. The Code also encourages the adoption of standards that go beyond the minimum required by legislation.
• The Capital Market Guidelines No. 003/CMA_G/2024 of 09/12/2024 on Issuance of Green, Social, Sustainability and Other Labels (“GSS+”) Bonds, signed on and effective from 9 December 2024, aim to guide issuers on how to raise funds through the issuance of GSS+ bonds. The GSS+ Bond Guidelines and Regulation No. 15 for Issuance of Capital Market Debt Securities apply mutatis mutandis to the issuance of any GSS+ bond. The Guidelines provide for the disclosure and interim reporting obligations for issuers of GSS+ bonds, procedures for issuance of GSS+ bonds and obligations of the Capital Market Authority of Rwanda.

COMPETITION

• The Draft Law Relating to Competition and Consumer Protection seeks to address anti-competitive conduct and unfair trading practices; and emerging market trends affecting consumer protection, such as e-commerce, pyramid schemes, and multi-level marketing. The Law will modernise and expand the country’s regulatory framework by replacing the 2012 law and introducing several significant updates to address evolving market realities and policy priorities. Key innovations include a broader definition of “consumer” to cover indirect users; a strengthened merger control regime with mandatory notifications and public interest tests; and the first statutory framework for e-commerce, setting clear obligations for online sellers and intermediaries. The Law will grant the Regulatory Authority enhanced investigative and enforcement powers, while also introducing leniency and settlement mechanisms to encourage voluntary compliance. New provisions will regulate multi-level marketing; require ex-ante review of state subsidies; mandate cooperation among regulators; and integrate sustainability and climate objectives, ensuring Rwanda’s regime aligns with regional and international best practice and supports innovation, digitalisation and consumer welfare.

CORPORATE/COMMERCIAL

• The Draft Law on Obligations seeks to establish a comprehensive legal framework governing contractual obligations, obligations arising from quasi-contracts, delicts and those arising from quasi-delict. Recognising the central role these legal relationships play in personal and commercial interactions, the Draft Law aims to fill existing gaps in the current legislation – specifically Law No. 45/2011 of 25/11/2011 Governing Contracts, which regulates contracts in general, but lacks provisions on specific contract types and non-contractual obligations. As part of a broader effort to consolidate related legal instruments, the Draft Law also incorporates and updates the provisions of Law No. 45/2011 of 25/11/2011 Governing Contracts, offering a unified and modernised approach to regulating obligations and enhancing legal certainty in civil and commercial matters.

FINANCIAL MARKETS

• Law No. 016/2025 of 02/06/2025 Governing the Central Securities Depository, Qualified Financial Contracts and Netting Agreements, effective from 3 June 2025, repeals Law No. 26/2010 of 28/05/2010 Governing the Holding and Circulation of Securities. The Law governs the Central Securities Depository, qualified financial contracts and netting agreements. This marks a transformative shift in Rwanda’s financial legal landscape by modernising the framework for securities depository operations, qualified financial contracts, collateral arrangements and close-out netting. It resolves longstanding legal gaps that previously hindered the enforceability of complex financial instruments like derivatives and repos, aligning Rwanda’s regime with global standards such as the International Swaps and Derivatives Association Model Netting Act. The Law enables immediate collateral enforcement without court intervention; expands the scope of eligible collateral; and extends protections to a broader range of institutions beyond banks, including insurers, pension funds and foreign entities. This paves the way for enhanced market sophistication, improved risk management and increased cross-border participation.

FOREIGN EXCHANGE

• Regulations No. 89/2025 of 23/05/2025 Amending Regulation No. 42 /2022 of 13/04/2022 Governing Foreign Exchange Operations, effective from 30 May 2025, amend Regulation No. 42/2022 of 13/04/2022 Governing Foreign Exchange Operations. The Regulations introduce key amendments to Rwanda’s foreign exchange framework, with notable implications for businesses, financial institutions and regulatory enforcement. Most significantly, it clarifies and permits the use of foreign currency for payments related to goods or services that are exported from or imported into Rwanda, removing prior ambiguity and facilitating smoother international trade transactions. At the same time, the Regulations tighten restrictions on unauthorised foreign currency use in domestic transactions, reinforcing the exclusive use of the Rwandan franc for resident-to-resident dealings. It introduces a detailed definition of “pricing in foreign currency” and empowers the National Bank of Rwanda to impose pecuniary sanctions on individuals or entities that breach these rules, including fines and penalties for quoting, invoicing or advertising prices in foreign currency without authorisation. Businesses will need to revise contracts, marketing materials and payment systems to ensure compliance, while regulators and market participants are expected to increase oversight and enforcement. Overall, the Regulations aim to balance trade liberalisation with monetary sovereignty, promoting transparency and discipline in Rwanda’s foreign exchange operations.

INSURANCE

• Regulation No. 84/2024 of 31/10/2024 on Corporate Governance, Risk Management and Internal Controls Requirements for Insurance Business, effective from 25 November 2024, repeals Regulation No. 11/2017 of 23/11/2017 on Corporate Governance, Risk Management and Internal Controls Requirements for Insurance Business and all prior provisions contrary to this Regulation. The Regulation applies to tier I insurers (insurers and reinsurers whose total assets amount to at least RWF20-billion); tier II insurers (insurers whose total assets amount to less than RWF20-billion); tier III insurers (special insurers); and public insurers classified as tier I, irrespective of the value of their total assets, where their governing regulations are silent on certain aspects. The Regulation establishes requirements for corporate governance, risk management and internal controls for insurance business.
• Regulation No. 88/2024 of 19/12/2024 Governing Risk Based Capital Requirements for Insurers, effective from 5 February 2025, applies to all categories of insurers except mutual insurers. The Regulation establishes the framework and requirements for risk-based capital adequacy to ensure adequate solvency of insurers and the protection of policyholders; enables the National Bank of Rwanda to proactively assess the risks of an insurer and assure solvency beyond a point in time; and ensures insurers incorporate risk management into their business practices.

As of 25 August 2025, the Draft Laws were under Parliamentary review.

AGRICULTURE

• The Written Laws (Miscellaneous Amendments) Act, 2025, dated 14 March 2025, amends the Cotton Industry Act (Cap. 201) to provide that any person who fails to reserve and handle cotton seeds as required, commits an offence and on conviction shall be liable to a fine of not less than TZS10-million; and requires a cotton buyer to declare to the Tanzania Cotton Board accurate figures of purchases and deliveries of cotton seed and cotton lint in a form prescribed by the Cotton Industry Regulations, 2011. In addition, the amendments outline the functions of agricultural officers; impose restrictions on the movement and storage of lint bales; and mandate that ginners submit lint samples to the Tanzania Cotton Board for classification, with such samples remaining the property of the Tanzania Cotton Board.

AML/CFT/CPF

• The Prevention and Combating of Corruption (Amendment) Act, 2024, dated 11 October 2024, amends the Prevention and Combating of Corruption Act (Cap. 329) to strengthen the mandate of the Prevention and Combating of Corruption Bureau with respect to investigating, prosecuting, preventing and combatting corruption and related offences; and enhance penalties by increasing fines and prison terms for certain offences, while introducing specific sanctions for corruption in elections, sports, gaming and the entertainment sector.
• The Written Laws (Miscellaneous Amendments) Act, 2025, dated 14 March 2025, amends the Anti-Money Laundering Act (Cap. 423) in relation to administrative sanctions to provide that if, under any written law, a regulator does not have a mandate to impose any of the specified administrative sanctions, such regulator shall recommend to the relevant authority of such regulator to impose the required sanctions.

BANKING AND FINANCE

• The Guidelines on Climate-Related Financial Risks Management and Disclosures, 2025, repeal the Guidelines on Climate-Related Financial Risks Management, 2022 and apply to all banks and financial institutions. The Guidelines are designed to assist banks and financial institutions in incorporating sound governance and risk management frameworks for climate-related financial risks within their existing risk management frameworks. This will enable them to better understand, identify, assess, monitor and mitigate these risks. Banks and financial institutions are required to disclose information on climate-related risks and opportunities that is useful to relevant stakeholders in making decisions in line with IFRS S2. This requires disclosure of information about climate-related risks and opportunities that could reasonably be expected to affect the entity’s cash flows, its access to finance or cost of capital over the short, medium or long term.
• The Guidelines on Reporting of Sustainability Related Risks and Opportunities for Banks and Financial Institutions, 2025, apply to all banks and financial institutions and aim to guide the disclosure of information on sustainability-related risks and opportunities - that could reasonably affect a bank or financial institution’s cash flow, access to finance or cost of capital - to existing and potential investors, lenders, creditors and other stakeholders who rely on general-purpose financial reports when making decisions on providing or acquiring resources, policy making and other activities relating to a particular bank or financial institution.
• The Guidance Note on Change of Ownership, Lease of Licence and Closure of Business by Tier 2 Microfinance Service Providers, 2024, dated January 2025, apply to Tier 2 microfinance service providers operating in Tanzania Mainland. The Guidance Note outlines the procedures and requirements for notifying the Bank of Tanzania of changes in ownership, the transfer or leasing of licences and business closures. It aims to ensure regulatory compliance, transparency and orderly transitions with respect to Tier 2 microfinance service providers.
• The Draft Microfinance (Non-Deposit Taking Microfinance Service Providers) Regulations, 2025, apply to all Non-Deposit Taking Microfinance Service Providers operating in Mainland Tanzania. The Draft Regulations set out licensing procedures for persons who intend to undertake non-deposit taking microfinance business. They also provide the requirements relating to the management and supervision of microfinance service providers and lending operations. Once enacted the Draft Regulations will repeal and replace the prevailing Microfinance (Non-Deposit Taking Microfinance Service Providers) Regulations, 2019.
• The Electronic Transactions (Certification Services) Regulations, 2025, dated 21 February 2025, repeal the Electronic Transactions (Cryptographic and Certification Services Provider) Regulations. The Regulations apply to Mainland Tanzania and Zanzibar and provide for the licensing of certification services, which are a range of services provided by a certification authority or other trusted entity within a public key infrastructure to support the issuance, management and validation of digital certificates.
• The Capital Markets and Securities (Corporate and Subnational Sustainability Bonds) Regulations, 2025, dated 23 May 2025, apply to all issuers of sustainability bonds in Tanzania and set out the terms and conditions for the issuance of sustainability bonds. The Regulations aim to widen the scope of financing projects that have environmental or socially positive impacts; set conditions for the management of bond proceeds and disclosures; and provide guidance for the issuance of corporate and subnational (municipal) sustainability bonds. The Regulations also promote financial inclusion by including segments of society previously excluded; support professional development in sustainable finance; and enhance diversity of capital market products and market liquidity.
• The Bank of Tanzania (Financial Consumer Protection) (Amendment) Regulations, 2025, dated 23 May 2025, amend the Bank of Tanzania (Financial Consumer Protection) Regulations, 2019 to provide that the Regulations shall apply to all financial service providers licensed or supervised and regulated by the Bank of Tanzania except where the Bank of Tanzania prescribes otherwise. The Regulations require the senior management of the financial service provider to, in addition to other responsibilities, ensure that staff have sufficient knowledge and expertise in carrying out financial consumer protection activities; include in the list of “unfair business practices” the imposition of interest rates or non-disclosed late payment penalties or additional charges on existing financing balances, including past purchases made at a lower interest rate or transactions governed by previously agreed profit-sharing, returns or fee structures; and prohibit a financial service provider from using unclear technical terminology in an agreement, subject to the specified conditions; and require a financial service provider to use either English or Kiswahili based on the consumer’s preference. Other amendments include those relating to fair contract terms; appointment of an agent by a financial service provider; financial literacy strategic plans and action plans; implementation of financial education programmes; the disclosure of terms and conditions; guidelines for the charges and fees imposed on products or services offered by a financial service provider; safeguarding of consumer assets; protection of consumer information; and complaints handling and redress mechanisms.
• The Bank of Tanzania Collateral Framework, 2025, applies to all banks and financial institutions who participate in the interbank cash market. The Framework sets out the principles concerning collateral eligible for the Bank of Tanzania’s provision of credit related to implementation of monetary policy. The Framework aims to ensure the appropriateness of and enhance the efficiency in the treatment of eligible collateral and the transparency of the Bank of Tanzania’s business operations.

COMPETITION

• The Fair Competition (Amendment) Act, 2024, dated 11 October 2024, amends the Fair Competition Act (Cap. 285) to introduce a leniency programme which the Fair Competition Commission (“FCC”) may operate, allowing companies that self-report anti-competitive practices and cooperate with the FCC to receive reduced penalties or immunity. The Act also expands the list of practices that constitute an abuse of dominant position; prohibits vertical agreements; and introduces a 40% market share threshold (up from 35%), which could trigger anti-competitive concerns. This means firms with a market share exceeding 40% may face more scrutiny for potentially abusing their dominant position. The Act permits the FCC to approve a prohibited merger upon satisfaction that the proposed merger is likely to result in substantial benefits, as defined, to the public which would outweigh any detriment caused by the proposed merger on preventing, restraining or distorting competition.

CORPORATE/COMMERCIAL

• The Written Laws (Miscellaneous Amendments) Act, 2025, dated 14 March 2025, amends the Cooperative Societies Act (Cap. 211) in relation to the composition of the structure of cooperatives; requirements regarding formation of a primary society, objects of a secondary society constituted of savings and credit cooperative societies; and provide that the accounts of a bank shall be audited at least once a year by a registered auditor appointed by the general meeting from the list of external auditors approved by the Bank of Tanzania, provided that the bank shall notify the Registrar of such appointment.
• The Business Licensing (Prohibition of Business Activities for Non-Citizens) Order, 2025, dated 28 July 2025, sets out business activities that are prohibited for persons who are not Tanzanian citizens and provides that, upon the coming into effect of this Order, a non-citizen who holds a valid licence in respect of any of the specified business activities shall continue carrying out such activities up to such time when the licence expires. These business activities include the business of the sale of goods on a wholesale and retail basis, excluding supermarkets, specialised product outlets and wholesale centres for local producers; mobile money transfers; repair of mobile phones and electronic devices; salon business, unless the business is conducted in a hotel or for tourism purposes; home, office and environmental cleaning services; small-scale mining; postal services and parcel delivery within the country; tour guiding within the country; establishment and operation of radio and television; operation of museums or curio shops; brokerage or agency services in businesses and real estate; clearing and forwarding services; on-farm crop purchasing operations; ownership or operation of gambling machines or devices, except within casino premises; and ownership and operation of micro and small industries.

DATA PROTECTION / PRIVACY

• On 24 October 2024, the Personal Data Protection Commission (“PDPC”) published several key templates and guidelines to assist companies and organisations with ensuring compliance with personal data protection regulations. These documents include the:
  • Template for Reporting a Personal Data Breach to the PDPC for reporting personal data breaches to the PDPC;
  • Template for Notifying Data Subjects of a Personal Data Breach for notifying data subjects about a personal data breach;
  • Personal Data Protection Policy Template (Version 1), which is designed to help organisations create comprehensive data protection policies in line with legal requirements;
  • Quarterly Compliance Report Template, which is designed to help data controllers and processors track and report their adherence to the Personal Data Protection Act, 2022;
  • Data Protection Impact Assessment Template, which helps data controllers and processors evaluate and mitigate privacy and security risks associated with personal data processing activities;
  • Personal Data Sharing Agreement Template, which outlines the essential components for sharing personal data between entities, ensuring compliance with data protection laws; and
  • Personal Data Protection Risk Register Template, which is designed to help organisations systematically identify, assess, and manage risks related to personal data protection, ensuring compliance with the Personal Data Protection Act, 2022.

EMPLOYMENT / LABOUR

• The Labour Laws (Amendments) Act, 2025, dated 14 March 2025, amends the:
  • the Employment and Labour Relations Act (Cap. 366) to extend the definition of contracts for a specified period of time for employees who are employed for the various purposes listed under this provision; add a new provision which provides that an employee who gives birth to a premature child is entitled to a paid maternity leave from the date of giving birth up to completion of the 40 weeks of pregnancy and maternity leave period provided under the Act; and introduce unpaid leave for a period not exceeding 30 days, subject to extension upon agreement between an employee and employer. Other amendments include those relating to remedies for unfair termination and material breach of contract; collective agreements; and referral of disputes for mediation under the Act;
  • the Labour Institutions Act (Cap. 300) to provide that the Commission for Mediation and Arbitration may assign mediators and arbitrators to mediate and arbitrate disputes in accordance with the provisions of any labour law, provided that a mediator shall not arbitrate the dispute which he/she was involved in its mediation; and provide that the Labour Commissioner may, in writing, delegate to the Assistant Labour Commissioners, any labour officer, or workers education officer any of the Labour Commissioner’s powers, functions and duties. Other amendments include those relating to the composition of Commission for Mediation and Arbitration; the appointment of mediators and arbitrators; powers of labour officers; and the making of Rules of the Labour Court; and
  • the Non-Citizens (Employment Regulation) Act (Cap. 436) to provide that a holder of a work permit class A who intends to engage with another company in which he is a shareholder shall, after presenting a tax clearance certificate from the relevant authority, obtain a written authorisation from the Labour Commissioner; and require an application for renewal of a work permit to be submitted to the Labour Commissioner at least 60 days before expiry.

ENERGY

• The Atomic Energy (Protection from Ionizing and Non-Ionizing Radiation) (Amendment) Regulations, 2025, dated 17 January 2025, amend the Atomic Energy (Protection from Ionizing and Non-Ionizing Radiation) Regulations, 2023 to require a person who intends to use, import, export, transport or remove radiation or nuclear material to notify the Tanzania Atomic Energy Commission (“TAEC”) in writing; and provide for the modification, suspension and revocation of an authorisation upon application in writing by a licensee or registrant to the TAEC. Other amendments relate to radioactive waste management facilities and activities; radioactive waste generation, characterisation and control; and cooperation between licensees, registrants and workers to the extent necessary for compliance by all responsible parties with the requirements of the Regulations.

ENVIRONMENTAL

• The Regulations Under the Electronic and Postal Communications (Electronic Communications Equipment Standards and E-Waste Management) (Amendments), 2024, dated 1 November 2024, introduce significant updates aimed at enhancing the standards for electronic communications equipment and improving e-waste management practices in Tanzania. The Regulations set stricter requirements for the type approval of electronic communications equipment; set out clear guidelines for collectors, transporters, dismantlers, refurbishers and recyclers to ensure environmentally sound management of e-waste; and provide mandatory reporting requirements for entities involved in the manufacture, import and management of electronic communications equipment.
• The Environmental Management (Amendment) Act, 2025, dated 14 March 2025, amends the Environmental Management Act (Cap. 191) to, among others, provide for the establishment of the National Carbon Monitoring Centre for the purpose of coordinating activities relating to the management of greenhouse gases and carbon trade, and set out its functions, governance and funding; clarify the functions of the Director of Environment for purposes of addressing climate change; designate the National Environmental Advisory Committee as the National Climate Change Steering Committee and set out its functions; and provide that a “Strategic Environmental Assessment” shall include a climate change impact and vulnerability assessment. The objective of a climate change impact and vulnerability assessment is to identify areas or regions that are mostly susceptible to the impact of climate change and design effective adaptation actions for decision-making; and require the National Carbon Monitoring Centre to establish and operate the Greenhouse Gas Inventory System, which shall serve as a comprehensive tool to measure, report and manage greenhouse gas emissions in various sectors.

FISHERIES

• The Written Laws (Miscellaneous Amendments) Act, 2024, dated 11 October 2024, amends the Deep Sea Fisheries Management and Development Act (Cap. 388) to impose a fine not exceeding USD1-million; and provide for the seizure of all fish or fish products by the court where an operator of a fishing vessel engages in any fishing activities without a valid and applicable licence, authorisation or other permission issued in accordance with the Act.

FOREIGN EXCHANGE

• The Rules and Procedures for Foreign Exchange (FX) Auctions, dated March 2025, set out the rules and procedures for market participants engaging in foreign exchange auction operations in accordance with the foreign exchange intervention policy. The Rules cover foreign exchange auction operations conducted by the Bank of Tanzania in the interbank foreign exchange market and provide for auction currency, type and frequency, quotation convention, publication of foreign exchange auction announcements and results, bidding rules, allocation methodology, disqualifications, monitoring, settlement and penalties for non-compliance. Participation in the foreign exchange auction is restricted to Tanzania's authorised foreign exchange dealing banks, and foreign exchange auctions are limited to transactions in United States dollars against Tanzanian shillings.

IMMIGRATION

• The Written Laws (Miscellaneous Amendments) (No. 2) Act, 2024, dated 11 October 2024, amends the Immigration Act (Cap. 54) to prohibit a person from entering Tanzania or remaining in Tanzania unless such person is, in addition to a valid passport, in possession or is a holder of a valid visa, pass, residence permit or a permit enrolment notification issued to the applicant prior to issuance of the valid permit; and to provide that an application for and the issuance of any immigration document under the Immigration Act (Cap. 54) shall be done electronically or by such other means as the Commissioner General may determine.

MINING

• The Written Laws (Miscellaneous Amendments) Act, 2024, dated 11 October 2024, amends the Mining Act (Cap. 123) to impose penalties and sanctions for non-compliance with specified provisions of the Act; provide that the minister responsible for mining affairs in mainland Tanzania may, on recommendation of the Geological Survey of Tanzania, by order published in the government gazette and upon approval by the Cabinet, declare certain minerals to be critical or strategic; provide for the disposal and export of minerals through government-organised auctions or international gem fairs; and provide for the establishment of the Mining Commission Mineral Laboratory within the Mining Commission. The Laboratory shall be under the control and authority of the Mining Commission and be used for analysing minerals and mineral products or samples. The amendments to the Mining Act (Cap. 123) enhance the regulatory framework for the mining sector, with a stronger focus on transparency, accountability and enforcement.
• The Mining (Value Addition) (Amendment) Regulations, 2025, dated 14 March 2025, amend the Mining (Value Addition) Regulations, 2020 to provide that precious and rare gemstones may only be exported after undergoing a value addition process. However, precious and rare gemstones may be exported without undergoing the value addition process only if they were sold at a mineral auction or a government mineral exhibition, and the respective royalties having been paid to the government.

SHIPPING

• The Tanzania Shipping Agencies (Ratified International Conventions and Regional Instruments) Notice, 2025, dated 7 February 2025, sets out the international conventions, protocols, annexes and regional agreements ratified by Tanzania relating to ships, merchant shipping and maritime transport in the Schedule to the Notice.

TELECOMMUNICATIONS

• The Guidelines for Provision of Direct to Mobile Phone Satellite Communication, 2025, dated July 2025, apply to Satellite Network Operators (“SNOs”) and Mobile Network Operators seeking to establish a partnership for the provision of direct-to-mobile phone satellite communication services, to complement terrestrial International Mobile Telecommunications (“IMT”) services. They establish a structured framework for SNOs seeking authorisation to offer direct-to-mobile phone services in Tanzania to ensure efficient and fair use of the licensed IMT spectrum while protecting terrestrial IMT networks in Tanzania and neighbouring countries.
• The Guidelines for Satellite Landing Rights Authorization in Tanzania Territory, 2025, dated July 2025, apply to communications satellite networks or systems only and provide guidance to satellite operators seeking landing rights authorisation in Tanzania. The Guidelines outline the requirements and procedures for obtaining authorisation to operate in Tanzania.
• The Guidelines for Operating Earth Station in Motion in Tanzania Territory, 2025, dated July 2025, provide guidance to Earth Station in Motion (“ESIM”) operators seeking authorisation from the Tanzania Communications Regulatory Authority (“TCRA”) to operate in Tanzania.
• The Guidelines for Accessing Communication Resources for Innovation and Research Purposes, 2025, dated July 2025, provide guidance to researchers, innovators and start-ups on how to obtain communication resources from the TCRA for the purpose of trial and testing of their innovative ideas. The Guidelines set out the procedures for applying and accessing communication resources, including radio frequency spectrum, electronic numbering resources, .tz domain names, and postcodes to support the trial and testing phases of innovative ideas developed by researchers, innovators and start-ups.

As of 28 August 2025, the Draft Regulations had not been approved.

With appreciation for the contribution of Kilindu Giattas & Partners to this publication

BANKING AND FINANCE

• The Microfinance Deposit-Taking Institutions (Agent Banking) Regulations, 2025, dated 24 January 2025, apply to microfinance deposit-taking institutions in Uganda and their agents. The Regulations set out the rules for microfinance institutions in Uganda to provide banking services through agents and provide for agent eligibility, operational requirements, permissible and prohibited activities, supervision and reporting obligations.

CAPITAL MARKETS

• The Capital Markets Authority (Conduct of Business) Regulations, 2025, repeal the Capital Markets (Conduct of Business) Regulations, (S.I. 84-5) and the Capital Markets (Registers of Interests in Securities) Regulations, (S.I. 84-6). The Regulations prescribe the principles and standards governing the conduct of approved persons in capital markets, and establish comprehensive requirements for integrity, fair dealing, client protection, conflict management, record-keeping, compliance and risk management. They apply to all market participants, including brokers, fund managers and custodians, and impose strict obligations for transparency, disclosure and regulatory reporting to safeguard market integrity and strengthen investor confidence.
• The Capital Markets Authority (Corporate Governance) Regulations, 2025, apply, subject to section 14 and Table F of the Companies Act, (Cap. 106) to all public listed companies and licensed market intermediaries. The Regulations codify detailed governance requirements on board structure, nomination, remuneration, risk management, disclosure, and shareholder engagement and empower the Capital Markets Authority to investigate and sanction non-compliance. The Regulations are designed to foster transparency, accountability and long-term resilience in Uganda’s capital markets. Public listed companies and market intermediaries have a 12-month transition period to achieve full compliance with the Regulations.
• The Capital Markets Authority (Licensing and Approval) Regulations, 2025, repeal the Capital Markets Authority (Licensing) Regulations, (SI. 84-1), the Capital Markets Authority (Establishment of Stock Exchanges) Regulations, (SI. 84-3) and the Capital Markets Authority (Fund Managers) Regulations, 2004. The Regulations establish comprehensive procedures and requirements for licensing, approval and oversight of capital market participants in Uganda, including exchanges, brokers, fund managers and related entities. The Regulations emphasise market integrity, investor protection, fit and proper standards for key personnel, robust governance, transparency and operational resilience. They also set out disciplinary measures, application processes and ongoing compliance obligations to ensure orderly, fair and efficient functioning of Uganda’s capital markets, while aligning with international best practices and supporting market development.
• The Capital Markets Authority (Offer of Securities) Regulations, 2025, repeal the Capital Markets Authority (Prospectus Requirements) Regulations, (SI. 84-2) and the Capital Markets (Cross Border Introductions) Regulations, 2004. The Regulations establish comprehensive rules for the public and private offering of securities in Uganda. The Regulations emphasise transparency, investor protection and market integrity by detailing requirements for prospectuses, disclosures, approvals and ongoing reporting. The Regulations set eligibility criteria for issuers; outline procedures for listing; and specify penalties for non-compliance. The Regulations aim to foster a fair, efficient and well-regulated capital market, ensuring that all market participants adhere to high standards of disclosure and accountability.

COMPETITION

• The Competition Regulations, 2025, have been passed and were listed as a supplement in the Uganda gazette on 8 August 2025. Although the statutory instrument has not yet been published, its feature in the gazette suggests that publication is imminent and that the Regulations are poised to come into force. The Regulations are expected to provide for the merger notification thresholds and filing fees in Uganda; the procedure for investigation of complaints relating to anti-competitive practices and complaints; and the interplay between the national competition regime and the Common Market for Eastern and Southern Africa and the East African Community, among others.

CORPORATE/COMMERCIAL

• The Partnerships Regulations, 2025, dated 14 March 2025 revoke the Partnership Regulations, 2016 and provide a comprehensive framework for the registration, management and dissolution of partnerships in Uganda, including general partnerships, limited liability partnerships (“LLPs”) and foreign partnerships. The Regulations detail the procedures for registering a partnership or LLP; the process for registering changes in partnership particulars and conversion between partnership types; and the requirements for foreign LLPs wishing to operate in Uganda. They also address various administrative and compliance matters, such as the disclosure of minor partners, variation of partnership terms, and public notices for dissolution or retirement of partners. This new regulatory framework expands the available partnership structures to provide a more flexible avenue for businesses, including private equity firms, to operate within Uganda’s legal and financial ecosystem.

ENVIRONMENTAL

• The National Climate Change (Climate Change Mechanisms) Regulations, 2025, dated 24 January 2025 provide for the establishment and management of national and international climate change mechanisms, such as carbon trading, emissions reduction projects and climate finance initiatives. The Regulations also set out procedures for the registration, approval and monitoring of climate change projects, ensuring alignment with national development priorities and international obligations under agreements like the Paris Agreement. The Regulations require project developers and participants to adhere to strict reporting, verification and compliance standards to ensure environmental integrity and transparency. They introduce mechanisms for stakeholder engagement, public participation and grievance redress in climate change projects. The Regulations also specify penalties for non-compliance and provide for the revocation of approvals in cases of violations.

LAND

• The Land (Annual Nominal Ground Rent) (Amendment) Regulations, 2025, dated 10 January 2025 amends the Land (Annual Nominal Ground Rent) Regulations, 2011 to set out processes for tenants by occupancy and registered landowners to pay and receive annual nominal ground rent. The Regulations provide for the payment of rent by tenants; the issuance of receipts; and the depositing of rent in prescribed bank accounts where the owner is unavailable or unidentifiable. They also provide the procedure for registered owners to access funds deposited in such accounts and set out Form 1 (Application to deposit annual nominal ground rent on bank account) and Form 2 (Application to access annual nominal ground rent deposited on bank account).

AGRICULTURE

• The Cannabis Act (Commencement) Order, 2024, dated 27 December 2024, provides that the Cannabis Act, 2021 comes into effect from the date of publication of the Order (27 December 2024). The Act provides for the regulation of and security measures for the cultivation, manufacture, production, storage, distribution, import and export of cannabis for medicinal, scientific or research purposes; designates the Lead Agency for the licensing of cannabis for medicinal, scientific or research purposes; provides for the constitution of the National Cannabis Coordinating Committee and its functions; and domesticates the Single Convention on Narcotic Drugs, 1961.
• The Industrial Hemp Act (Commencement) Order, 2024, dated 3 January 2025, provides that the Industrial Hemp Act, 2021 comes into effect from the date of publication of the Order (3 January 2025). The Act provides for the licensing of growers, processors, distributors, buyers, researchers and exporters of industrial hemp; the production and multiplication of industrial hemp; and the import and export of industrial hemp.
• The Animal Health (Amendment) Bill, 2025, seeks to amend the Animal Health Act, 2010 by providing for the manner of identifying and tracing an animal, animal product and animal by-product. The proposed amendment makes it mandatory (previously discretionary) for a Director, including a Deputy Director, responsible for veterinary services to use the animal identification and traceability system managed under the Animal Identification and Traceability Act, 2024 for the purposes of disease control and identification and traceability of an animal, animal product and animal by-product. This system is designed to be a more comprehensive and structured mechanism for capturing data on animals, animal products and animal by-products, ensuring that tracing is systematic, consistent and aligned with international best practices.

AML/CFT/CPF

• The National Anti-Terrorism Centre Guidelines on the Implementation of Targeted Financial Sanctions on Terrorism and Proliferation Financing, gazetted on 31 January 2025, are issued by the National Anti-Terrorism Centre (“NATC”) to assist reporting entities, supervisory authorities, state institutions, and other persons and entities to comply with laws and regulations relating to TF/PF. The Guidelines provide practical guidance on implementing targeted financial sanctions to prevent and suppress TF/PF; enable the NACT and other competent authorities to monitor compliance with targeted financial sanctions measures; and raise awareness of TF/PF risks. The Guidelines also outline risk-based approaches for customer due diligence and transaction monitoring and highlight red flags such as unusual transaction patterns or links to sanctioned persons. The Guidelines stress prompt implementation of targeted financial sanctions and detail procedures for de-listing through the United Nations Focal Point or Ombudsperson. Aligned with international conventions, they aim to enhance compliance, monitoring, and awareness of TF/PF risks while supporting coordinated global action against terrorism and proliferation.

BANKING AND FINANCE

• The Building Societies (Amendment) Bill, 2025, proposes a targeted change to the Building Societies Act (Cap. 412) by redefining the financial year of building societies. The proposed amendment aligns the financial year with the calendar year and provides that the financial year of a building society shall be a period of 12 months, ending on 31 December (previously 31 March) in each year. This adjustment brings building societies in line with the financial year-end used by most companies and financial institutions in Zambia, thereby promoting consistency across the financial sector.

CORPORATE/COMMERCIAL

• The Investment, Trade and Business Development (Golden Baobab Multi-Facility Economic Zone) (Declaration) Order, 2024, dated 11 October 2024, declares the Golden Baobab Multi-Facility Economic Zone in Kafue District, Lusaka Province, as a SEZ. The Order requires licence holders to provide suitable infrastructure and facilities, including buildings, electricity, telecommunication, water, waste disposal and roads. Goods produced or services rendered in the SEZ may be sold, exported or otherwise disposed of in the ordinary course of business. The Order prohibits licence holders from carrying out unauthorised activities within the SEZ. The establishment of the Golden Baobab SEZ signals Zambia’s continued efforts to create a favourable investment climate through the provision of incentivised zones that attract both domestic and foreign capital.
• The Public-Private Partnership (General) Regulations, 2024, dated 15 November 2024, are intended to ensure transparency, accountability and value for money in the implementation of PPP projects. The Regulations set out requirements and conditions regarding institutional frameworks and management of PPPs; the submission of solicited and unsolicited proposals to the PPP Office; the variation, amendment and termination of PPP agreements; and small and medium-scale PPPs.
• The Securities (Substantial Shareholder Vetting) Guidelines, 2024, dated 14 February 2025, shall come into effect on the date they are approved by the Board of the Securities and Exchange Commission (the “Commission”). The Guidelines apply to a substantial shareholder, beneficial owner or associate of a capital markets operator that meets the threshold and criteria for a substantial shareholder specified under the Securities Act, 2016; and to a substantial shareholder, beneficial owner or associate of other participants in the capital markets, including persons that are participating under the Sandbox regulatory framework, provided they meet the threshold and criteria for a substantial shareholder specified under the Securities Act, 2016. The Guidelines provide guidance to the Commission with respect to the criteria for the vetting of a substantial shareholder; the substantial shareholder's source of funds; and the beneficial owner of a company whose securities are registered, or which is authorised or licensed under the Securities Act, 2016.
• The Investment, Trade and Business Development (Fintech City Multi-Facility Economic Zone) (Declaration) Order, 2025, dated 9 May 2025, declares the Fintech City Multi-Facility Economic Zone in Chongwe District, Lusaka Province, as an SEZ. The Order permits the sale, export and disposal of goods produced and services rendered within the zone in the ordinary course of business. The Order specifies that licence holders must provide suitable infrastructure and facilities, including buildings, power supply facilities, water and waste disposal, public transport facilities and road networks. The Order prohibits licence holders from carrying out unauthorised activities within the SEZ, but goods produced or services rendered in the SEZ may be removed in the ordinary course of business. The declaration of the SEZ reflects government policy to use economic zones as a catalyst for industrialisation, export promotion and job creation.
• The Border Management and Trade Facilitation Bill, 2025, seeks to repeal and replace the Border Management and Trade Facilitation Act, 2018. The Bill further seeks to provide for coordinated border management and control for the efficient movement and clearance of goods; simplified trading arrangements with adjoining states relating to the movement and clearance of goods; and the development, management and maintenance of border infrastructure. It further seeks to give effect to the provisions of agreements relating to one-stop border posts; establish control zones and provide for powers of officers in control zones; and authorise the application of the laws of Zambia and the laws of an adjoining state in a one-stop border post.
• The Non-Governmental Organisations Bill, 2025, seeks to repeal and replace the Non-Governmental Organisations’ Act, 2009; provide for the continuation and functions of the office of the Registrar of Non-Governmental Organisations, established as a department under the repealed Act and rename it as the Department of Non-Governmental Organisations; provide for the continuation of the Zambia Congress of Non-Governmental Organisations and the Council of Non-Governmental Organisations and redefine their functions; provide for the registration, licensing and coordination of NGOs; and enhance the transparency, accountability and performance of NGOs.

CYBERSECURITY

• The Cyber Security Act, 2025, effective from 12 May 2025 in terms of the Cyber Security Act (Commencement) Order, 2025, repeals the Cyber Security and Cyber Crimes Act, 2021. The Act establishes the Zambia Cyber Security Agency and its functions. It provides for the regulation of cybersecurity service providers; constitution of the Zambia Cyber Incident Response Team and its functions; constitution of sectoral cyber incident response teams; the continuation of the Central Monitoring and Coordination Centre; and the designation, protection and registration of critical information and critical information infrastructure in Zambia.
• The Cyber Crimes Act, 2025, effective from 12 May 2025 in terms of the Cyber Crimes Act (Commencement) Order, 2025, sets out offences relating to computers and computer systems; and provides for the protection of persons against cybercrimes, which includes protecting children online.

DATA PROTECTION / PRIVACY

• The Closed-Circuit Television Public Protection Bill, 2025, seeks to establish the functions of the National Public Security Command Centre; and constitute the National Public Security Command Committee outlining its functions. The Bill seeks to regulate the use of closed-circuit television (“CCTV”) and mobile CCTV, and provide an effective framework for the use of CCTV and mobile CCTV; the protection of data collected through CCTV and mobile CCTV; and the protection of members of the public in relation to security surveillance.

EMPLOYMENT / LABOUR

• The Occupational Health and Safety Bill, 2025, seeks to repeal and replace the Occupational Health and Safety Act, 2010. The Bill further provides for the continuation of the Occupational Health and Safety Institute and redefine its functions; reconstitute the Board of the Occupational Health and Safety Institute and redefine its functions; provide for the establishment of health and safety committees at workplaces; and regulate the health and safety of persons at workplaces.

ENERGY

• The Energy Regulation (Energy Fund) Regulations, 2024, dated 27 September 2024, provide that the Energy Fund (the “Fund”) established under the Energy Regulation Act, 2019 shall vest in and be administered and managed by the Energy Regulation Board. The purpose of the Fund is to stabilise the price of petroleum products; and for the importation of power as a result of an emergency and for strategic petroleum products. The Regulations provide for levies, fees and charges payable into the Fund; disbursements from the funds; activities financed from the Fund; and the submission of monthly returns of levies, fees and charges by licensees, among others. In addition, the Regulations require licensees to remit payments into the Fund by the 10th day following the end of each month, with late payments attracting an administrative penalty of 25% per month. Under-declaration of fees, charges or levies by at least 25% constitutes an offence punishable by a fine or imprisonment for a term not exceeding three years, or both. The Fund may be applied to activities such as the construction or restoration of energy infrastructure; the promotion of rural energy development; and studies to inform policy decisions. The Energy Regulation Board is entitled to a 5% collection fee from the Fund for its management role, while the Secretary to the Treasury retains oversight, including approval of disbursements, workplans, budgets and the creation of an investment reserve of at least 10% of unused annual funds. The Fund operates in accordance with the Public Finance Management Act, 2018, and its financial year runs from 1 January to 31 December.

ENVIRONMENTAL

• The Plant Health Act, 2025, assented to on 8 April 2025, shall come into operation on a date appointed by the minister by statutory instrument and repeals the Plant Pests and Diseases Act, 1958. The Act gives effect to the International Plant Protection Convention established in 1952; aims to protect plant resources; sets out the functions of the Plant Quarantine and Phytosanitary Service Department; provides for the registration of pest controllers and plant related structures; and regulates imports and exports to prevent the introduction or spread of a pest.

ICT

• The Information and Communication Technologies (Electronic Communications) (Licensing) (Amendment) Regulations, 2025, dated 23 May 2025, amend the Information and Communication Technologies (Electronic Communications) (Licensing) Regulations, 2010, to introduce new procedures for the payment of network and service licence fees. The Regulations provide that an applicant for a network or service licence must pay the prescribed fee within 30 days of the grant of the application and where an applicant fails to pay the fee in the prescribed period, the applicant must apply in writing for an extension of the payment period three days prior to the expiry of the initial 30-day period. The Regulations provide the prescribed application forms for a network licence and a service licence.

LOGISTICS

• The Zambia Institute of Procurement and Supply Bill, 2025, seeks to repeal and replace the Zambia Institute of Purchasing and Supply Act, 2003. It further seeks to provide for the continuation of the Zambia Institute of Purchasing and Supply, rename it as the Zambia Institute of Procurement and Supply and re-define its functions; promote and enhance the procurement and supply profession; and provide for the registration of procurement and supply professionals and firms and regulate their practice and professional conduct.

MINING

• The Geological and Minerals Development Act, 2025, effective from 13 June 2025 in terms of the Geological and Minerals Development Act (Commencement) Order, 2025, provides for the geological survey, mapping and exploration in Zambia and the establishment of the Artisanal and Small-Scale Mining Fund. The Act requires that subject to the Minerals Regulations Commission Act, 2024, mining right or a mineral processing licence holders – in the conduct of mining operations or mineral processing operations and in the sales, purchase, construction, installation and decommissioning of facilities – give preference to materials and products made in Zambia, contractors, suppliers and service agencies located in Zambia which are citizen-empowered or citizen-owned companies. Subject to the Employment Code Act, 2019, employment preference must also be given to Zambian citizens with the relevant qualifications or skills; and training programmes for the transfer of technical and managerial skills to citizens must be conducted.
• The Minerals Regulation Commission Act, 2024, effective from 13 June 2025 in terms of the Minerals Regulation Commission Act (Commencement) Order, 2025, repeals and replaces the Mines and Minerals Development Act, 2015. The Act regulates and monitors the development and management of mineral resources in Zambia; establishes the Minerals Regulation Commission and provides for its functions; and establishes the Mining Appeals Tribunal.

NATURAL RESOURCES

• The Water Resources Management (Water Harvesting and Storage) Regulations, 2024, dated 15 November 2024, set out procedures for the construction, operation, maintenance and de-commissioning of water works and dams in Zambia. The Regulations provide that persons who intend to construct water works or dams must acquire a permit from the Water Resources Management Authority. Permit holders are required to prepare and implement a maintenance operational plan in relation to water works or dam operations, which must address maintenance activities, emergency procedures, inspection protocols and reporting processes. The Regulations set out penalties for offences relating to water works.

As of 1 September 2025, the Bills were at various stages in the legislative process.

With appreciation for the contribution of Mulenga Mundashi Legal Practitioners to this publication.