GHANA Law and Practice Contributed by: Adelaide Benneh Prempeh, Michelle Nana Yaa Essuman, David William Akuoko-Nyantakyi and Audrey Nana Oye Addy, B&P Associates
Disclosure by the Originator An originator is required to submit its audited financial statements annually to the Registrar of Companies and must also report any updates to the company’s registered details, as speci - fied in the Companies Act, 2019 (Act 992). The audited financial statement must include proper accounting records of assets acquired whether for resale or for use by the company. Beyond these, special disclosure obligations may be outlined within the securitisation trans - action documents. 4.3 Credit Risk Retention There are currently no credit-risk retention specific laws in Ghana. However, in order to tackle credit risk, the SPE may mark to market to assess the current financial situation of the SPE. This is especially important where the SPE explores innovative measures such as the use of derivatives in its dealings with the originator to promote bankruptcy remoteness. 4.4 Periodic Reporting Annual Reporting In Ghana, there are no specific laws or regula - tions regarding periodic reporting for securitisa - tion transactions. However, general disclosure and reporting requirements are mandated under Act 929 and Act 992, enforced by the SEC and the Registrar of Companies respectively. All companies are required under Sections 126 (6) and 298 (2)(a) of the Companies Act, 2019 to file their financial statement as part of their annu - al returns with the Registrar of Companies. Also, an SPE with public securities must submit an annual report with audited financial statements to the SEC, GSE, shareholders, and bondhold - ers within three months of the close of each financial year. The financial statements must be
prepared in accordance with the Ghana National Accounting Standards issued by the Institute of Chartered Accountants, Ghana (Regulation 54, LI 1728). Quarterly Reporting The SPE is required to provide quarterly finan - cial statements to the SEC, shareholders, bond - holders, and the relevant stock exchange within one month of the completion of each quarter. However, if the issuer circulates its annual report within two months of the end of the financial year, it is exempt from distributing the fourth-quarter financial statements (Regulation 55, LI1728). An SPE who fails to comply shall be liable to pay a penalty of GHS200 for each day the default continues (Regulation 60, LI 1728). 4.5 Activities of Rating Agencies Under Act 929, a credit rating agency (RA) is a company that assesses the financial strength of issuers of debt securities, particularly their abil - ity to meet the interest and principal payments and assign ratings to them. In Ghana, RAs are regulated by the SEC and shall not carry on business without a valid licence issued by the SEC in accordance with the Act. The licence is valid for a period of one year, and renewable on an annual basis. The SEC maintains a register of the holders of current licences, which speci - fies the particulars of the RAs (Section 121, Act 929). RAs are also required to meet the minimum financial requirements determined by the SEC, before a licence is granted or renewed (Section 112(3), Act 929). Where a RA carries on business without a licence, the SEC is empowered to reprimand or disqualify that RA. With regards to reprimands, the SEC may issue a private warning, issue a public censure, or simply disqualify the RA from holding a licence or a licence of a specified kind
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