GHANA Law and Practice Contributed by: Victoria Bright and Justice Oteng, Addison Bright Sloane
1. Corporate Governance Requirements 1.1 Corporate Forms and Governance Requirements The principal forms of corporate/business organisa - tions in Ghana are as follows. Partnerships A partnership is an association of two or more indi - viduals who come together to carry on a business jointly for the purpose of making a profit. Partnerships are governed by the Incorporated Private Partnerships Act, 1962 (Act 152). Companies A company may be formed by one or more persons. Companies are governed by the provisions of the Companies Act, 2019 (Act 992). A company may be limited by shares, guarantee or unlimited, and can further be classified as a private, public or external company. Unincorporated Associations An unincorporated association is a group of individ - uals who unite for a shared objective, usually non- commercial in nature. Although the unincorporated association may be registered under the Companies Act, 2019, it does not have a legal identity separate from its members. 1.2 Corporate Governance Legislation and Regulation The principal legislation governing corporate regula - tion in this area is as follows. • The Companies Act, 2019 (Act 992) replaces the Companies Act, 1963 and represents a major advancement in corporate governance standards for companies in Ghana. • The Incorporated Private Partnerships Act, 1962 (Act 152), as amended, provides for the incor - poration and registration of partnerships. It also requires partnerships to maintain proper books of accounts for their operations, among other obliga - tions. • The Corporate Insolvency and Restructuring Act, 2020 (Act 1015) establishes the legal framework
for dealing with financially distressed companies. It provides mechanisms for temporary administration and restructuring aimed at rehabilitating distressed businesses. Other industry specific legislation includes: • the Security Industry Act, 2016 (Act 929), estab - lishing the Securities and Exchange Commission (SEC), and the Securities and Exchange Commis - sion Regulations, 2003 (LI 1728); • the Banks and Specialised Deposit-Taking Institu - tions Act, 2016 (Act 930) and the Insurance Act, 2021 (Act 1061); • the Statutory Corporations Act, 1964 (Act 232); • the Ghana Investment Promotion Centre Act, 2013 (Act 865); • the Listing Rules of the Ghana Stock Exchange (the “Listing Rules”); and • the Anti-Money Laundering Act, 2020 (Act 1044). Beyond these statutory provisions, a wide range of best practices has become embedded in Ghana’s cor - porate governance framework over time. For exam - ple, although the Act requires companies to hold annual general meetings (AGMs), many companies go beyond this minimum requirement by providing shareholders with more detailed disclosures, such as comprehensive financial reports and forward-looking business strategies ahead of the meeting. This prac - tice enhances transparency, ensures informed share - holder participation and strengthens accountability beyond the basic statutory obligation. Similarly, while the Companies Act, 2019 outlines the categories of persons qualified to serve as company secretaries, many companies prefer to appoint quali - fied lawyers who are in good standing with the Ghana Bar Association. 1.3 Companies With Publicly Traded Shares Public companies are required to publish their audited financial statements every year, which must include a detailed account of the company’s financial perfor - mance and disclose its majority shareholders as of the end of the year.
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