GHANA Trends and Developments Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
Sundry Developments Inspection of companies
matters specified above continue to hang on with dissatisfaction and acrimony. Additionally, minority shareholders have the option to enforce their rights through derivative actions. They may apply to the court for leave to institute proceedings in the name of the company or on its behalf to enforce their rights or recover the company’s assets. Derivative actions present an existential avenue accessible by minority shareholders to hold the directors of the company accountable for their actions by leveraging the courts. Electronic and Digital Transformation As part of the government of Ghana’s policy to digitise the economy, state institutions are mandated to employ digital transformation tools in the discharge of their duties. Thus, Act 992 empowers the Registrar of Companies to author - ise certain transactions electronically through a digital platform approved by the Registrar. Some activities that can be done electronically include: • the incorporation or registration of a com - pany; • the reservation of a company name; • the filing of particulars; • the filing of annual returns and financial state - ments; • the keeping and maintenance of a register; • the inspection of a register; • the registration of debentures;
To ensure compliance with the Companies Act, 2019 (Act 992) and pursuant to Section 35 of the Act, the ORC has begun a nationwide inspection of companies and businesses in all regions in Ghana. During these inspections, the ORC will inspect all documents including registration and incorporation certificates, the register of direc - tors and members, and annual return filings. Failure to comply with the provisions of the Companies Act will lead to sanctions by the office such as a fine of 150–250 penalty units or a term of imprisonment, or both, as stipulated in On 22 January 2025, the ORC issued a direc - tive introducing important classification of com - panies under the Companies Act and Compa - nies Regulations 2023 LI 2473 with the aim of streamlining compliance requirements and spe - cific exemptions for small and medium-sized companies. Section 35 (15) of Act 992. Classification of companies Companies are classified by the Companies Regulations into small, medium or large, based on their turnover assets and other variables. This is done by the Registrar in consultation with the Governing Board of the Office of the Registrar of Companies. This classification is to ensure that regulatory requirements match the size and capacity of each business. The companies are classified as follows. • Small companies are those with revenue or assets up to GHS400,000. • Medium companies are those which fall within the range of GHS400,001 to GHS10 million.
• the transfer of debentures; • the registration of charges;
• the service of notice of a document; • searches on a company register; and • payment of fees.
These services and many others show the com - mitment of the Registrar to provide services through electronic platforms for companies.
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