Transfer Pricing in Guinea

The standalone Ministère du Budget was merged into the Ministère de l'Économie, des Finances et du Budget in February 2026, a new minister being appointed on 2 February 2026 and taking office on 4 February 2026. The code predates both the rename and the merger and still refers to the "Direction Nationale des Impôts" (Art. 1168 III, V, VI) and its "Directeur National" (Art. 1199 I) — the same body; "Direction Générale des Impôts" appears only on the DGI cover and avertissement. The current Director General was appointed by a decree made public on 8 March 2025, having acted from 6 January 2025, and was elected CREDAF president in June 2026.

Promulgated by Décret D/2021/236/PRG/SGG of 21 July 2021; Art. 1242 fixes application from 1 January 2022 and repeals contrary provisions. The only full government-hosted text is headed "PROJET" but carries the enacted final provisions; no consolidated post-2022 official version is published, so finance-law amendments must be tracked separately.

Art. 117 I reintegrates profits indirectly transferred by inflated or deflated prices or by any other means; Art. 117 II defines the trigger as a price differing from that independent entities would apply in similar market conditions, listing mispriced purchases and sales, excessive or uncompensated royalties, interest-free or mispriced loans, debt waivers and disproportionate benefits.

"Entity" covers any enterprise, company, association, joint venture, fiducie or trust, Guinean or foreign, and indirect control runs through an unlimited chain of parallel or vertical holdings. De facto dependence is presumed on shared directors, community of interest or non-arm's-length contractual terms creating economic dependence; the presumption is rebuttable by any means during audit.

Once the administration assembles evidence suggesting an indirect transfer to such a jurisdiction, the Guinean entity must prove that no transfer occurred. The same Art. 117 bis reference extends the assessment window to ten years under Art. 1057.

Guinea has issued no transfer pricing circular or administrative guidance, is not an Inclusive Framework member, and has no OECD transfer pricing country profile (the collection stood at 83 jurisdictions after the third batch of 22 October 2025). The only "Guinea" in that collection is Papua New Guinea, a different jurisdiction.

The adjusted result is net operating profit increased by deductible interest, corporate/industrial and commercial profits tax and the minimum lump-sum tax, deductible impairment provisions and deductible depreciation. Two older limbs survive alongside it: Art. 97 III caps shareholder-advance interest at the central bank policy rate and requires fully paid-up capital; Art. 97 IV limits advances from controlling shareholders to paid-up share capital.

The code names not one transfer pricing method. Method choice is therefore a matter of defensible economics rather than statutory compliance, and an auditor has no rulebook constraining the counter-position either.

The only methodological instruction in Guinean law: present the method applied "dans le respect du principe de pleine concurrence", with functions performed, assets used and risks assumed, and explain the selection and application.

Nothing in the code addresses quartiles, statistical ranges or median adjustments, and no administrative practice statement moderates the point. On its face the wording permits an adjustment to a point price rather than to the edge of a range.

Art. 1125 IV.2.k asks only for an analysis of the comparability factors the entity itself considers relevant. Benchmarking in practice draws on foreign and regional data sets that the administration has limited means to test.

The single concrete pricing methodology in Guinean law. Read with the bauxite reference price and Mining Code Art. 138-III, a justified quoted-price CUP is the effective default for Guinea's dominant related-party export flows.

Applies to sales to affiliated entities and answered operators selling most new bauxite production to affiliates at a flat discounted price. An inter-ministerial implementation committee was set up in 2023 under the Secretary General of the Ministry of Budget. Mining Code Art. 138-III separately readjusts the taxable result of title holders selling minerals below the arm's length price, and Art. 138-II conditions state pre-emption (capped at 50% of production at 105% of current FOB) on three continuous months of below-market sales.

Either limb triggers the obligation. It also catches Guinean entities holding or controlling more than half the capital or voting rights of an entity above the threshold at year end, and those more than half held or controlled by one. Ignore the GNF 175 billion figure still repeated in secondary sources — it describes the repealed pre-2022 code.

Art. 117 Ter I requires "une documentation rédigée en langue française". Group files prepared in English must be translated, not merely summarised, and that lead time belongs in the compliance calendar rather than in the audit.

The fichier principal covers group activity and changes, legal and shareholding structure with geographic locations, functions, risks and assets of related entities affecting the audited entity, the whole value chain for relevant activities, principal intangibles and the group TP policy. The local file runs to thirteen heads including per-transaction functional analysis, intra-group service cost policies, procurement-centre margins, resale-price methodology, copies of important intercompany agreements, cost-contribution arrangements, APAs and rulings, comparables and a profitability analysis.

Art. 1125 I requires the file to be at the administration's disposal in a format allowing exchange and reading independently of the environment in which it was created. With the results return due 30 April (Arts. 108 I, 241 I), that is a hard end-July date, well before any audit notice arrives.

Art. 1125 II extends the file to head office/branch dealings across tax jurisdictions, and Art. 1125 III itemises what must be covered on both sides: goods, services, commissions, cash pooling, IP royalties, guarantees, financial and derivative flows, and acquisitions or disposals of intangible, financial, movable and immovable assets. Art. 1125 VI confirms the file does not replace the underlying evidence for each transaction.

It states the nature and amount of related-party transactions, the name and registered office of each related entity and the method applied to each transaction. Entities below GNF 1,000 billion but above GNF 100 billion file it without preparing master and local files. Art. 117 Ter II makes the declaration conditional on a model set by ministerial arrêté.

A structural absence, not a pending item: Guinea is not an Inclusive Framework member and is not among the 153 jurisdictions participating in the Convention on Mutual Administrative Assistance in Tax Matters (status of 1 September 2026), so the exchange architecture CbCR depends on does not reach it. Art. 1162, as amended by Art. 20 of the 2025 initial finance law, limits exchange to states that have concluded with Guinea a convention or international agreement providing for exchange of information for tax purposes, and to the information each such convention defines.

Art. 1126 requires the file to be presented when the audit is engaged, not on later request; failure is recorded in a procès-verbal and followed by a formal notice specifying the documents and the sanctions. For entities below the thresholds, Art. 1127 allows targeted information requests with a reply period of not less than 60 days, extendable on reasoned request to 90, then a further 30 after formal notice. Service of either suspends the audit period.

Modulated by the seriousness of the shortcomings and applied only after an unanswered or partly answered formal notice. There is no minimum fixed fine specific to transfer pricing documentation, and the penalty is without prejudice to other sanctions.

The more serious exposure. The administration assesses the base as accurately as it can from available material, the procedure is non-adversarial, and the burden of proof shifts to the taxpayer in any later challenge. The decision must be taken by an official of at least inspector grade.

The 80% abuse-of-law uplift under Art. 1148 falls to 40% where the taxpayer is shown to be neither the principal initiator nor the principal beneficiary. Late interest under Art. 1170 III runs separately at 1.5% per month or part month.

A documented, good-faith position attracts late interest but not the 40%/80% uplifts — which is what the documentation file is really buying. Spontaneous regularisation during an audit excludes tax penalties but must be requested in writing before any proposed adjustment, cannot concern conduct inconsistent with good faith, and must cover all taxes within the audit. Gracious remission remains available under Art. 1230.

Art. 1056 runs to the end of the third year following the year the tax became due; Art. 1057 extends to the tenth year for occult activity, tax flagrancy, or unmet declaratory obligations concerning enterprises in an Art. 117 bis territory, foreign bank accounts or foreign life policies. Art. 1105 VI separately allows verification of the last three time-barred years whose transactions affect results of the non-time-barred period, and Art. 1105 VII caps the resulting adjustment at the deficit set off against the first open year plus the VAT credit carried forward to its first VAT return.

Art. 173.4.h treats audit adjustments as distributed income to the extent the sums have not remained invested in the enterprise, excluding add-backs of depreciation, provisions and stock revaluation; where a declared loss becomes a profit, only the fraction actually taxed is caught. Art. 187 I then withholds 15% of the gross distributed income on Guinean-source investment income paid in Guinea to persons domiciled or effectively managed abroad, subject to treaty relief, and Art. 187 II carries that to income within Arts. 171-180, which includes Art. 173. Art. 187 IV expressly excludes occult remuneration and shareholder advances or loans from the withholding.

No threshold, fee, term or rollback appears anywhere in the code. Art. 1125 IV.2.i does mention APAs, but only to require copies of agreements and rulings affecting the entity's results — in practice, ones obtained elsewhere.

The only forward-looking certainty mechanism, and not transfer-pricing-specific. The request states the taxpayer's identity, the provisions invoked and a precise and complete presentation of the facts; it is filed locally and decided nationally. Silence or an informal reply is not a position, and the ruling binds only where the taxpayer follows it and the facts are strictly identical.

France-Guinea (signed 15 February 1999, in force 1 October 2004) carries Art. 9 on associated enterprises with a corresponding-adjustment paragraph, Art. 26 MAP with a three-year window from first notification, and Art. 27 exchange of information. Morocco-Guinea was signed 3 March 2014, in force 15 January 2016, applying from 1 January 2017. Guinea is outside the Inclusive Framework, so its MAP practice faces no BEPS Action 14 peer review.

Art. 1199 requires a claim by registered or hand-delivered letter before any court action, and where it follows an audit it may contest every tax covered by the audit notice. Art. 1210 gives the Director six months, extendable by three on written notice, with silence as implicit rejection; Art. 1214 sends the matter to the Tribunal de Première Instance or Juge de Paix of the place of taxation. Guinean court decisions are not systematically published.

No IIR, UTPR or domestic minimum top-up tax appears in the CGI or in the 2024, 2025 or 2026 finance laws, and no consultation has been announced. Guinea took no part in the Amount B report or subsequent guidance, is not a covered jurisdiction, and has no country profile in which a position would be recorded.

The 2023 rectificative law announced strengthened monitoring of enterprises concerned by transfer pricing but changed no rule. The 2025 initial law (revenue side adopted 24 December 2024) made electronic filing mandatory for the principal corporate taxes, digitalised VAT refunds, recognised electronic notifications, codified dispute timelines, capped banking guarantees and rewrote the exchange-of-information gateway at Art. 1162. Loi Ordinaire L/2026/010/CNT of 31 March 2026 extends VAT credit refunds to mining and petroleum title holders in exploration or exploitation, revises property contribution rates and caps targeted audits at three months — nothing on transfer pricing.

Chaired by the Budget Minister, the workshop targeted precise fiscal-risk auditing, mastery of bauxite reference pricing and the coming challenges of major iron ore projects, notably Simandou; no new rules or guidance were announced. Pressure is documented: the CNT's report on the 2026 initial finance law found only 4 of 13 producing companies applying the bauxite reference price, the other 9 invoking establishment-convention exemptions, a declared-versus-estimated gap of GNF 13,804,928,842,237 and an average alignment rate of 71.51%. Its report on the 2025 rectificative law put total tax expenditure at GNF 3,474 billion in 2023 — some 15% of tax revenue and 1.7% of GDP — with 10 of 128 measures concentrating 67% of the losses, an estimated GNF 2,329 billion.