GHANA Trends and Developments Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
• Large companies have revenue or assets exceeding GHS10 million. Exemptions for small and medium companies The apparent changes intended by this directive are exemptions afforded to small and medium companies regarding filing annual returns. These classes of companies are no longer required to submit a full version of their annual returns as mandated by Section 126 of Act 992. They are now only required to confirm the accuracy of the information in the Registrar’s record, thus less - ening the administrative workload for small and medium companies, affording them the benefit of improving their operational activities. Notable among the exemptions is the exemption of small companies from audit requirements. The new directive exempts this class of companies from conducting audits or publishing financial statements as outlined in Section 137 of Act 992. They are now subjected to a limited review conducted by their internal auditors. However, these reviews must comply with the following: • the International Standards on Review Engagement (ISRE); and • the standards issued by the International Audit and Assurance Standard Board (IAASB) for less complex entities as adopted by the Institute of Chartered Accountants, Ghana. In order to enjoy the exemptions, qualifying busi - nesses must ensure that their records with the Registrar are accurate and up to date to meet the confirmation requirements for the annual returns. Small and medium companies stand to benefit from simplified processes, reducing the cost and
administrative drawbacks and allowing for more time to be invested in the business’s growth. Issuance of new certificates As part of an initiative to improve service deliv - ery, provide secure and reliable documentation and ensure the integrity of official documents to businesses and stakeholders, the ORC, on 13 March 2025, introduced the issuance of new entity registration certificates to companies. The features of the new certificates include enhanced security measures, ORC logo, a seal and an improved design element. The ORC advised clients to apply for the new certificates with the enhanced features. This notwithstand - ing, all existing registration certificates remain valid and legally recognised, and businesses are not required to replace them unless necessary. Enhanced Corporate Insolvency Rules Lately, Ghana’s corporate governance has wel - comed a new entrant: the Corporate Insolvency and Restructuring Act, 2020 (Act 1015). This Act has ushered in an exciting and modern approach to insolvency aimed at rescuing companies in distress. This is timely as Ghana and the rest of the world battle an economic downturn. As some businesses continue to struggle to stay afloat, the need to salvage otherwise viable busi - nesses, and also secure creditor interest, has taken centre stage – hence the enactment of Act 1015. Act 1015 covers virtually all industry types, except those classified as special industries such as banks and insurance companies. The highlights of the new Act include: • the provision for administration or restruc - turing as an essential tool for companies in
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