GHANA Law and Practice Contributed by: Victoria Bright and Justice Oteng, Addison Bright Sloane
There are also specific requirements for public com - panies (listed companies) to publish summarised financial statements every quarter. Again, an audited annual financial statement must be submitted to the SEC within three months after the close of the finan - cial year. Companies are mandated by law to file annual and periodic tax returns with the Ghana Revenue Authority (GRA) within four months after the end of the financial year and 15 days after the end of the quarter. Employ - ers (companies) must file Pay-As-You-Earn (PAYE) returns within 15 days after the end of each month. Taxpayers (companies) are also required by law to submit VAT returns monthly, and quarterly for com - pliance. Other regulatory requirement involves SSNIT monthly contribution and reports for all employees. 5.2 Corporate Governance Arrangement Disclosure A wide range of countries have adopted corporate governance arrangements, for which regulators have issued policies and directives. Corporate governance discloses the contemporary performance and future outlook of companies. In Ghana, under the Companies Act, 2019 (Act 992), directors must circulate a directors’ report covering governance arrangements, organisation charts and board performance, which must be attached to the financial statements and followed by the independent auditor’s report. Regulated Financial Institutions (RFI) follow Bank of Ghana’s stringent directives on disclosure, which mandates these (RFIs) to place their corporate gov - ernance report specifically between the directors’ report and the independent auditor’s report in the audited financial statements. The Securities and Exchange Commission (SEC) of Ghana has the Corporate Governance Code for listed companies that mandate such companies to attach the directors’ report to the audited financial statement before the independent auditor’s report.
There are thematic areas of disclosure requirements, as follows. • Corporate governance statement – Listed compa - nies are often required to include a specific section in their directors’ report detailing their governance frameworks. • Compliance statement – Companies must state the extent of their compliance with regulatory require - ments. • Board structure and ethics – This aspect of disclo - sures particularly includes information on the board of directors, committees, and company codes of ethics. • Risk management – It is very important that gov - ernance reporting includes information about the company’s internal controls and risk management frameworks. • Voluntary disclosure – Companies may also decide to include voluntary disclosures on governance to The paramount body responsible for companies’ incorporation and registration is the Office of the Reg - istrar of Companies (ORC). Although the ORC han - dles the legal formation of the entity, other statutory bodies – such as the Ghana Revenue Authority, the Social Security and National Insurance Trust (SSNIT), the Ghana Investment Promotion Centre (GIPC) and the Food and Drugs Authority (FDA), among others – also play vital roles in the overall registration process to ensure a business is fully compliant and legally authorised to operate. Primary Registration Bodies The primary registration bodies are as follows. • Office of the Registrar of Companies (ORC) – The ORC is the main government agency that is man - dated to manage the incorporation or registration of all companies, including those limited by shares, limited by guarantee, and external companies. It also manages the registration of business names and partnerships. • Ghana Revenue Authority (GRA) – The GRA plays two important roles in registration. First, all busi - nesses are mandated to obtain a taxpayer iden - build and attract investor confidence. 5.3 Incorporation and Registration
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