GHANA Law and Practice Contributed by: Victoria Bright and Justice Oteng, Addison Bright Sloane
Act 992 provides that every company is required to keep a register of members and beneficial owners and to furnish the Registrar General with the particulars of its members first at registration and subsequently to do so on an annual basis in its annual returns filed with the Registrar General. In the annual returns, the company is also required to indicate which of the beneficial owners are politically exposed persons. The objective of providing particulars of benefi - cial owners, as well those who might be politically exposed persons, is to promote good governance and accountability in companies and to support efforts to minimise and ultimately eradicate the risk of money laundering and consequential ills such as the financ - ing of terrorism, financing the proliferation of weapons of mass destruction and other transnational organised crimes. The strategy also seeks to stem the flow of tainted monies into Ghanaian companies. Section 13 of Act 992 provides that an application for incorporation of a company must include particu - lars of all persons who are beneficial owners. Where the persons who are recorded as shareholders of the company are not the beneficial owners of the shares, the company is required under Section 35 to also record the particulars of the beneficial owners of the shares in the Register of Members and to furnish the Registrar of Companies with these particulars within 28 days after being entered in the Register of Mem - bers. Particulars of beneficial owners are also to be provided in the company’s annual returns filed pursu - ant to Section 126 of Act 992. The Ghana Stock Exchange (GSE) requires sharehold - ers in listed companies to release information to the public relating to their stock holdings at least 48 hours after the transaction occurs. The GSE’s Listing Rule 55 stipulates: • a person irrespective of nationality who purchases or sells shares in a listed company shall inform the market when their holding attains, exceeds or falls below each 5% threshold, starting from 10% through 15% and 20% up to 50% plus one share; and
• the disclosure shall be made in a press release to the market not later than 48 hours after the trans - action. 5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements Companies are subject to mandatory annual and periodic financial reporting requirements governed primarily by the Companies Act, 2019 (Act 992). These requirements vary depending on the status of the company (ie, either public (listed) or private) and specific industry regulations. Financial reports and other periodic reports are as fol - lows: • statement of financial position; • statement of comprehensive income; • statement of changes in equity; • statement of cash flows; • notes to the consolidated financial statements; • filing of tax returns and VAT returns; and • Social Security and National Insurance Trust (SSNIT) report. Every company registered in Ghana is mandated by law to file an annual return and audited financial state - ments with the Office of the Registrar of Companies (ORC), which include the above-mentioned financial reports. Some of these reports are to be submitted quarterly, semi-annually and annually depending on the regulation industries. Newly registered compa - nies are exempted for the first year until 18 months of incorporation. • directors’ report; • report of auditors; The laws require that financial reports are prepared according to all the relevant accounting and report - ing standards accepted by the Institute of Chartered Accountants, Ghana. The directors’ report, detailing the performance and activities carried out and the future outlook, must be approved by the board and attached to the accounts.
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