Executive summary

On 3 June 2026, the Supreme Court of Ghana (Court), in Seadrill Ghana Operations Limited v. Commissioner-General (CG), Ghana Revenue Authority (GRA), delivered a landmark decision affirming both High Court and Court of Appeal judgments clarifying the modus operandi of the tax dispute resolution framework under the Revenue Administration Act, 2016 (Act 915) as amended. At the center of the dispute was whether an objection decision (including a revised or adjusted objection decision) could be treated as a "tax decision" capable of triggering a further objection or restarting the objection process.

The Appellant, Seadrill Ghana Operations Limited, argued that once an objection decision is revised or adjusted, it becomes a new tax decision under Section 41, which can be challenged again under Section 42, particularly when Sections 42(1) and 42(9) are read together. The Respondent, the CG, argued that the objection process is finite and that Seadrill had not exercised its right of appeal under Section 44 at the correct time because the proper step after an objection decision is to proceed to appeal, not to initiate another objection.

The Supreme Court rejected Seadrill's position and held that an objection decision under Section 43, including any adjustment or revision of that decision, does not constitute a "tax decision" under Section 41. As such, it cannot be subjected to a further objection under Section 42. The Court emphasized that the statutory framework allows for only one round of objection followed by appeal and does not permit repeated objections. It further clarified that a subsequent administrative communication cannot constitute an "objection decision" under Section 43 and therefore does not trigger a right of appeal under Section 44.

The Supreme Court dismissed the appeal wholly and reaffirmed the judgments of both the Court of Appeal and the High Court on the following grounds:

1. An adjusted or revised objection decision does not give rise to a new "tax decision" capable of further objection, and therefore an objection decision (even if it varies the tax liability) cannot be subjected to a fresh objection.
2. An objection to an adjusted or revised objection decision made under Section 43 does not constitute a valid objection under Section 42.
3. A subsequent administrative communication that does not arise from a valid objection under Section 42 cannot constitute an "objection decision" under Section 43 and therefore does not trigger a right of appeal under Section 44.

Facts

Seadrill Ghana Operations Limited is a Ghanaian registered branch of a foreign company engaged as a subcontractor to provide a drilling unit and associated services in Ghana.

Following a tax audit by the GRA covering 2012 to 2018, the GRA, on 8 November 2019, served a tax audit assessment (the first assessment) on Seadrill of approximately US$305.6m (direct taxes of approximately US$65.9m and indirect taxes of approximately US$239.6m).

On 11 December 2019, Seadrill lodged an objection to the first assessment (the first objection). The CG exercised its discretion under Section 42(6) and allowed Seadrill to pay approximately US$12.5m as an objection deposit, in lieu of the 30% ordinarily required under Section 42(5) of the Act.

Subsequently, on 8 July 2020, the CG issued its first objection decision under Section 43, revising the assessed liability from approximately US$305.6m to approximately US$22.7m inclusive of the objection deposit (the first objection decision). Seadrill submitted a letter dated 28 July 2020, raising further objections regarding the audit report (the second objection). No additional deposit was requested or paid at this stage. On 1 December 2020, the CG issued another letter reducing the tax liability to approximately US$17.9m inclusive of the objection deposit (the second objection decision), served on the Seadrill on the same date.

Thereafter, by a letter dated 30 December 2020, Seadrill again challenged the second objection decision (referred to as the third objection). However, on 24 March 2021, the CG expressly declined to entertain any further review, indicating that it lacked the statutory authority to entertain additional objections and that the position communicated on 1 December 2020 remained unchanged. This response effectively constituted the Respondent's final position on the matter.

The position was reiterated in a subsequent letter dated 8 October 2021, from the Commissioner of the Domestic Tax Revenue Division. The letter maintained that the tax liability determined on 1 December 2020 was the final objection decision and directed Seadrill to settle the outstanding balance of approximately US$5.4m (exclusive of the objection deposit).

On 8 November 2021, Seadrill filed a Notice of Tax Appeal before the High Court challenging what it considered to be the final objection decision. The CG raised a preliminary objection, arguing that the appeal had been filed outside the statutory time limit prescribed under Act 915 and was therefore disallowed.

The High Court upheld the CG's preliminary objection and disallowed Seadrill's appeal. The High Court held that the only valid objection filed by Seadrill was the objection dated 11 December 2019, which challenged the original tax audit assessment issued on 8 November 2019. According to the High Court, the CG's subsequent decision, ultimately revised and communicated on 1 December 2020, constituted the operative objection decision for purposes of appeal.

Consequently, the statutory appeal period began to run from 1 December 2020. Seadrill was therefore required to appeal to the High Court within 30 days from that date, unless it applied for and obtained an extension of time within the period permitted by law. Because Seadrill filed its notice of appeal on 8 November 2021, the High Court held that the appeal was filed outside the statutory time limit.

A significant aspect of the High Court's judgment was its rejection of Seadrill's argument that subsequent correspondence with the CG created fresh objection decisions capable of restarting the appeal period. The High Court held that Act 915 did not permit a taxpayer to engage the CG repeatedly after an objection decision had been issued and then treat each response from the CG as a new objection decision. The High Court emphasized that once the CG had determined the taxpayer's objection, the proper remedy was to appeal within the statutory period, not to reopen the administrative objection process through repeated correspondence.

The High Court therefore found that Seadrill's letters after the objection decision were inconsequential for purposes of computing the appeal period — they did not constitute new objections, and the CG's responses did not amount to fresh objection decisions.

Seadrill appealed to the Court of Appeal, which dismissed the appeal and affirmed the High Court's decision. Seadrill then appealed to the Supreme Court.

Supreme Court's judgment

Issue 1: Whether the second objection decision of 1 December 2020 was a "tax decision" capable of further objection

The Court held that the central issue in the appeal was whether the CG's 1 December 2020 letter, described as the second objection decision, constituted a "tax decision" for which a further objection could be entered under Act 915. The Court considered the statutory framework under Sections 41(1), 41(1)(d), 42(9), 39 and 43 of Act 915 and held that the tax dispute resolution process under Act 915 is "sequential, purposeful, and finite."

The Court emphasized that Act 915 provides for one round of administrative review followed by quasi-judicial and judicial oversight and not repeated administrative objections, stating that the law does not create a system that allows an objection decision to be objected to endlessly. The Court dismissed Seadrill's assertion that when an objection decision amends a previous tax decision, the amended decision becomes a new tax decision capable of fresh objection. The Court was emphatic that amending a tax decision through an objection decision does not transform it into a new tax decision, nor does it create a new right of objection.

The Court further reasoned that accepting Seadrill's argument would destroy finality in tax administration by allowing fresh objections to reignite endlessly.

Accordingly, the Court held that the CG's letter of 1 December 2020 (the second objection decision) was an objection decision and therefore did not constitute a tax decision capable of further objection. The first ground of appeal therefore failed and was dismissed.

Issue 2: Whether Seadrill's letter of 30 December 2020 constituted a valid objection to a tax decision under Act 915

The second issue was whether Seadrill's 30 December 2020 letter, referred to as the third objection, constituted a valid objection to a tax decision under Sections 41 and 42. The Court held that, having determined that the second objection decision of 1 December 2020 was an objection decision and not a tax decision, Seadrill's letter of 30 December 2020 could not then constitute a valid objection under Act 915 because Section 42 permits objections only against a tax decision, not against an objection decision.

The Court also noted that Seadrill had not made any fresh payment for the 30% objection deposit required under Section 42(5), and no formal waiver was sought or expressly granted under Section 42(6). The Court affirmed that the 30% deposit requirement or the formal grant of a waiver is a condition precedent to the entertainment of an objection, and because there was no 30% objection deposit or waiver, both the second and the third Objection are not valid objections under Act 915. The Court further rejected any suggestion that the CG's response to correspondence amounted to an implied waiver. The Court held that the CG's mere act of responding to Seadrill's correspondence did not amount to a waiver under Section 42(6), especially where the CG had consistently denied that the subsequent letters had legal standing as valid objections.

Accordingly, the Court held that Seadrill's letter of 30 December 2020 did not constitute a valid objection to a tax decision under Act 915. The second ground of appeal was consequently dismissed.

Issue 3: Whether the CG's letter of 8 October 2021 constituted an objection decision capable of grounding an appeal under Section 44

The third issue was whether the CG's letter of 8 October 2021 constituted an objection decision within the meaning of Section 43, such that it could trigger the taxpayer's right of appeal under Section 44. The Court dismissed Seadrill's reliance on the broad definition of "decision" in Section 41(5). The Court held that the relevant question was not whether the 8 October 2021 letter was a decision in the broad sense. The precise question was whether it was an objection decision within the specific meaning of Section 43, so as to trigger a right of appeal.

The Court held that because Seadrill's letter of 30 December 2020 (the third objection) was not a valid objection. When the CG issued the letter of 8 October 2021, there was no valid antecedent objection under Section 42. Without a valid antecedent objection, the letter of 8 October 2021 could not have been a valid objection decision under Section 43. The Court therefore held that the right of appeal under Section 44 applies only to objection decisions validly made under Section 43. It does not apply to every communication issued by the CG, regardless of its provenance.

Accordingly, the Court held that the CG's letter of 8 October 2021 did not constitute an objection decision within the meaning of Section 43. It was, at best, an administrative communication reiterating a prior position and providing updated payment directions. It therefore did not ground a right of appeal to a Court under Section 44. The third ground of appeal was dismissed.

Implications for MNEs

The Court's decision provides important guidance on the interpretation of Ghana's tax dispute resolution framework under Act 915.

First, the decision confirms that an objection decision issued under Section 43 does not constitute a "tax decision" capable of being subjected to a further objection at the administrative level. Once the CG has determined a taxpayer's objection, the taxpayer's recourse is to invoke the statutory appeal mechanism within the prescribed timeline. A taxpayer cannot initiate a fresh objection against an objection decision.

Second, the judgment reinforces the principle of finality in tax administration. Taxpayers cannot rely on repeated correspondence, follow-up submissions, or purported additional objections to reopen matters that have already been conclusively determined through the objection process. The Court made it clear that Act 915 does not contemplate an endless cycle of objections and objection decisions, as such an interpretation would undermine the statutory appeals framework and render the prescribed appeal timelines ineffective.

Third, the decision underscores the importance of complying with the objection deposit requirements under Section 42. A taxpayer seeking to challenge an assessment must either satisfy the statutory deposit threshold under Section 42(5) or obtain an express waiver, variation or suspension from the CG under Section 42(6). The judgment confirms that such relief must be granted expressly and in accordance with the statutory framework; it cannot be inferred merely from ongoing correspondence or engagement with the GRA.

Fourth, taxpayers should exercise caution in distinguishing between a general administrative communication from the GRA and a formal objection decision that gives rise to appeal rights. While a letter from the CG may communicate a position on a tax matter, it will only trigger the right of appeal under Section 44 if it constitutes a valid objection decision issued under Section 43 following a valid objection lodged under Section 42. Not every communication from the GRA will therefore have legal significance for purposes of calculating statutory appeal deadlines.

Finally, the decision serves as a timely reminder that taxpayers must carefully monitor statutory timelines once a tax decision or an objection decision is issued. Failure to file an appeal within the prescribed period may result in the loss of the right to challenge the assessment or adjusted assessment, regardless of any subsequent discussions or correspondence with the GRA. Taxpayers should therefore ensure that objections are comprehensive and well-supported at the outset and seek tax advice promptly where a tax decision or an objection decision is unfavorable.