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Business incorporation in Ghana under the new Companies Act, 2019 (Act 992); reforms in processes and procedures at the Registrar-General’s Department (RGD)

By McBen Asamoah
McBen Kwame Adu-Asamoah
McBen Kwame Adu-Asamoah
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The Registrar-General’s Department (RGD), has introduced reforms to the processes and procedures of business registration and incorporation of companies in Ghana under the new Companies Act, 2019 (Act 992).

These reforms are aimed at ensuring effective regulatory compliance and improving the ease of doing business in Ghana.

Notable among the reforms is the upgrading of the E-Registrar software application in accordance with the new Companies Act, 2019, (Act 992). Commencing from the 28th September 2020, persons who wish to register new companies would have to visit the Registrar General’s Department’s web portal download the new prescribed Forms and complete them appropriately for the various types of Company registration.

The new procedure does not require the filling of Form 4 and the Regulations for the incorporation of a company as was done previously under the old companies Act. The new Prescribed Forms uploaded on the web portal encompasses all particulars that are needed for the registration of the various types of companies under the new Act 992.

Another change introduced with the implementation of the Act 992, is that persons who are registering any of the six (6) types of companies i.e. Private Companies Limited by shares, Private Companies unlimited by shares, Public Company Limited by shares, Public Company unlimited by shares, Private Company limited by Guarantee and Public Company Limited by Guarantee would have had to fill Regulations for all these types of companies.

However, now the RGD has made it easier with Constitutions to replace Regulations for all Companies. One can just adopt Schedules 2, 3 or 4 of Act 992 which represents the Constitution for a Private Company Limited by Shares, a Public Company Limited by Shares and a Private Company Limited by Guarantee respectively. All of these Schedules are available on the web portal as Constitutions to be adopted together with the different Prescribed Forms for the different types of Companies.

The RGD has also designed Constitutions for Private Companies Unlimited by Shares, Public Companies Unlimited by Shares and a Public Company Unlimited by Guarantee that can be adopted together with the Prescribed Forms for incorporating the respective types of Companies.

Additionally, Promoters who choose to adopt the prescribed Constitutions would not be mandated to provide objects but would be required to disclose which sectors the Company would be operating in through the codes provided on the e-Registrar software.

On the other hand, Promoters of Companies could also download the Prescribed Forms for the different types of Companies and attach their own Registered Constitution which should necessarily have objects of the company they are registering.

Companies that operate under the authorization of other Regulatory Bodies would have to register their companies with their own Registered Constitutions and disclose the specific objects in these Registered Constitutions. Such Companies regulated by other Regulators among others include Banks, Savings and Loans, Microfinance and Microcredit Companies regulated by Bank of Ghana, Companies with Foreign participation regulated by the Ghana Investment Promotion Centre (GIPC), Companies in Academia regulated by the Accreditation Board other Educational Regulatory bodies, Security Firms regulated by the Ministry of Interior, Companies in the Securities Industry and Capital Markets regulated by the Securities And Exchange Commission (SEC) and the Ghana Stock Exchange, the Extractive Industry regulated by the Minerals Commission, Petroleum Commission, Companies operating in the Free Zones Enclave, Companies engaged in games and betting regulated by the Gaming Commission, Legal Firms, Architectural Firms and such other professional firms.

Another notable change is that the new Companies Act 2019, Act 992 does away with the Certificate to Commence Business. Also, every company in Ghana would have suffixes ending their names and that would immediately indicate which kind of entity or category of company the name is registered. For example, the suffixes ending the different types of companies would be as follows:

Private Company Limited by Shares would end with Limited Company or LTD

Private Unlimited Liability Company would now end with PRUC.

Public Limited Company would now end with PLC.

Public Unlimited Liability

Company would now end with PUC;

Finally, the current system at the RGD would accept a mandatory digital address downloaded 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.

Credit: The author, McBen Kwame Adu-Asamoah is a Lawyer and an Associate at Axis Legal, with keen interest in company and commercial practice; transactions and litigation.