GHANA Law and Practice Contributed by: Victoria Bright and Justice Oteng, Addison Bright Sloane
tification number (TIN) for the company and its directors before the commencement of registration with the ORC. Secondly, after registration with the ORC is completed, companies are required to subsequently register for corporate taxes and value added tax (VAT). After legal incorporation at the ORC, businesses must register with the following statutory bodies. • Social Security and National Insurance Trust (SSNIT)– Companies with employees are required to register with SSNIT and pay monthly social security contributions. • Municipal or district assemblies – A business must obtain a business operating permit (BOP) from the local assembly where its premises are located. • Ghana Investment Promotion Centre (GIPC) – It is mandatory for a company with foreign ownership to register with (GIPC). It certifies the company and verifies minimum capital requirements for foreign investors. Depending on companies’ business activities, further mandatory registrations with specialised regulators are required. Mandatory Filings All registered companies are required by law under the Companies Act, 2019 (Act 992) to make several mandatory filings with the Office of the Registrar of Companies, to maintain legal status and compliance. • Annual returns / confirmation statements – Part of the mandatory annual filings, these confirm or update essential company information, including registered business address, company secretary details, directors, and shareholder information. • Audited financial statements – Companies are required to submit audited annual financial state - ments and reports. • Annual renewal – A mandatory requirement for all registered companies, which must pay a fee and renew their registration annually. • Changes in management / structure – Companies are required by law under the Companies Act, 2019 (Act 992) to notify the ORC on any changes in the
company with regards to structure or management of the company. These include: (a) change of directors/secretary, eg, the resigna - tion or appointment of directors or the com - pany secretary; (b) change of registered office address; (c) change in shares/capital structure; and (d) special resolutions, eg, filing any special resolutions passed by shareholders, such as changing the company name or altering the constitution. • Beneficial ownership information – Updated information regarding the individuals who own or control the company must be filed. Key consequences of failure to file include the fol - lowing. • Monetary penalties – Companies incur a penalty of GHS1,000 for failure to file annual returns, which is in addition to the annual filing fee. • Beneficial ownership fines – A penalty of GHS500 is imposed on companies that fail to file their Ben - eficial Ownership (BO) information. • Striking off the Register – Persistent failure to file results in the company’s name being deleted (struck off) from the register, effectively dissolving the legal entity. • Daily penalties and fines – Directors and officers can be fined 25 penalty units per day of default. • Operational disruptions – Companies in default may face restrictions on obtaining public contracts or conducting business due to being inactive on the portal. • The Office of the Registrar of Companies (ORC) under the Companies Act, 2019 (Act 992) possess - es supervisory and regulatory powers over compa - nies, and the power to enforce corporate compli - ance and transparency, and manage the life cycle of companies from incorporation to winding up. Companies Registry Supervisory Powers Some key supervisory powers of the Companies Reg - istry in Ghana include the following. • Registration and licensing – The ORC has the sole authority to register and regulate limited liability companies, partnerships, sole proprietorships and
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