Business Registration Reforms
The Registrar of Companies has issued new directives concerning business registration in Ghana. The reforms which are in accordance with the new Companies Act, 2019 (Act 992) has introduced the constitution to replace the regulations for all companies under the old Act 179.
The changes under the new reforms include:
- The mandatory requirement for filing ‘Form 4’ and regulations for the incorporation of a company will apply no more as the newly prescribed form covers every detail required for the registration of businesses.
- Companies can now choose to adopt the constitution designed by the Registrar General with the prescribed forms for registering all businesses.
- Promoters who adopt the prescribed constitution would not be mandated to provide the object of business but will be required to disclose the sectors in which the company would operate.
- Promoters will also be required to fill the prescribed forms for the registration of companies and attach their registered constitution, which should include the object of business if they decide not to adopt the constitution designed by the Registrar Generals Department.
- Companies will no longer be issued with a certificate to commence business or swear before a Commissioner of Oath before registration of business.
- All companies that are not regulated by the RGD, but by a different Regulator would have to register their companies with their own Registered Constitutions and disclose the specific objects in these Registered Constitutions.
In line with the reforms, the new E-Registrar Software application which has been upgraded will take effect from September 28, 2020. The current system would accept a mandatory digital address generated from the Ghana Post App for the stated Principal place of business and Registered Place of Business as well as a valid email address, otherwise, the address would be rejected and the application not processed.
Strengthening Corporate Governance under ACT 992
The Registrar-General indicated that as part of improving corporate governance, going forward in the implementation;
- A person shall not be appointed as a Director of a company unless the person has before the appointment submitted to the Company a Statutory Declaration to the effect that the Director has not within the preceding five years before the application been charged or convicted of a criminal offense involving fraud or dishonesty, or been charged with or convicted of a criminal offense relating to the promotion, incorporation or management of a company; or has been a director or senior manager of a company that has become insolvent.
- The Act further states that if even the director has done any of the above, he/she must state the date of the insolvency and the particular company.
- The Director must also consent to be a director and must file the consent within 28 days with the Registrar at incorporation to show that they have expressly given permission for their data to be put into the system as directors of the said company.
- Under Act 992, a company must have an Auditor who is qualified and licensed in accordance with the Chartered Accountants Act, 1963(Act 170); and not disqualified for being an officer of the company or of an associated company. The Auditor shall now hold office for a term of not more than six years and be eligible for re-appointment after a cooling period of not less than six years, the Registrar-General noted.
- The new Act 992 also specifies who qualifies to be a Secretary of a company which was not the case previously.
These Officers of the Company must swear on their own oath that they are indeed qualified to be Directors,Secretaries or Auditors of the Company.
ACT 992 and Beneficial Ownership Disclosure
The RGD is deploying a new Central Beneficial Ownership Register for all companies operating in the country. The RGD will start requesting for Business Object (BO) Data from the Extractive Industry and other high risk sectors like Banks and other Financial Institutions, in their fight against corruption, money laundering terrorism financing and other forms of financial crimes.
To register a company to operate in the Extractives industry, data on who the beneficial owners of the company are must be provided by filling the Beneficial Ownership Form.
Change of Company Names and Suffixes
The Registrar-General has announced that every company in Ghana would now have suffixes ending the names of their Companies that would immediately indicate which kind of entity the company name falls under.
Through a Press Release by the RGD, a period within which all existing companies would have to comply by passing a special resolution at their various boards to change their names by attaching these different suffixes to their company names will be made known to the general public and the members of the business community.