GHANA Law and Practice Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
7. Audit, Risk and Internal Controls 7.1 Appointment of External Auditors It is mandatory for a company to have an auditor. Where a company fails to appoint an auditor and continues to operate under default for a period beyond three months, the Registrar General is mandated to appoint one for that company. An appointed auditor must expressly consent to the appointment. Such a person or corporate entity must meet a set of qualification criteria. The relationship between an auditor and the company is set out in Act 992. Once appointed by an ordinary resolution of shareholders, the auditor can be maintained for up to six years. Once disengaged, the same auditor cannot be appointed by that company until after another six years elapses. A duty is placed on auditors to avoid conflict of interest situations in much the same way as directors. Primarily, the auditor must ensure that, in carrying out their duties, their personal judge - ment is not impaired by the existing relationship with or interest in the company or any subsidiary of the company. 7.2 Requirements for Directors Concerning Management Risk and Internal Controls The existence of a registered constitution with prior approved checks and balances operates to mitigate or regulate risks in the management of companies. Whilst not mandatory for a company to register a customised constitution, a compa - ny has the option to do so. However, where it chooses not to customise its constitution then the standard constitution set out in Act 992 becomes a default constitution. A constitution would ordinarily regulate such important matters as the numbers and meetings of directors, and
The Office of the Registrar of Companies (ORC) in Ghana has broad supervisory and regulatory powers under the Companies Act, 2019 (Act 992) to ensure compliance with corporate laws. It is responsible for registering and incorporat - ing businesses, including sole proprietorships, partnerships and companies (both local and external), and issuing certificates of incorpora - tion and commencement of business. The ORC regulates business names to prevent duplication or misleading registrations and oversees corpo - rate governance practices. Beyond registration, the ORC plays a key role in regulatory oversight by ensuring that com - panies file their annual returns, maintain proper governance structures, and update shareholder and director records. The ORC is responsible for collecting and collating information on busi - ness entities registered in the Business Regis - ter. Companies that fail to comply with statutory requirements risk being struck off the register. The ORC also has investigative and enforce - ment powers, allowing it to examine companies suspected of illegal or fraudulent activities. In cases of serious breaches, it can impose penal - ties, deregister companies or take legal action. Additionally, the ORC discharges duties and performs functions of the Office as the Regula - tor of Insolvency Practitioners and is the Offi - cial Liquidator under the Corporate Insolvency and Restructuring Act, 2020 (Act 1015) and its Amendment, 2020 (Act 1031). It also supervises the liquidation and winding-up of companies, ensuring that businesses adhere to proper insol - vency procedures and also appoints Inspectors, Receivers or Managers to ensure effective com - pliance with the Act.
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