As the world slides into globalization, Africa is open and ready for business. Ghana remains one of the attractive destinations for foreign investors.
In this article we will be looking at step by step guide on registering a company limited by shares in Ghana. Please note that company registration and related matters in Ghana are governed by the Companies Act, 2019 (Act 992). However, this piece is simplified for easy understanding to investors who are largely non-lawyers.
READ ALSO HOW TO REGISTER A COMPANY IN NIGERIA
We have compiled frequently asked questions on how to register a company in Ghana and provided answers to them as follows:
1. WHAT IS THE FIRST STEP AT REGISTERING A COMPANY IN GHANA?
It depends. Usually, the starting point is to do a name search and reservation at the Office of the Registrar of Companies (also known as Registrar General Department or RGD for short). This is done in order to determine the availability of a name for the proposed company. Where the said name is available, you can apply to have the name reserved for a period of 30days or go ahead to apply for registration of the proposed business name or company immediately. The name search and reservation take 5-10 working days to be completed. The company name must be distinctive and must not be similar to an already existing company. The choice of company name must not be offensive and it must not violate an already existing trademark.
2. OBTAIN THE NECESSARY REGISTRATION FORMS: The forms required for the registration of a company limited by shares are:
- Returns of Particulars of the company limited by shares (Form3);
- Form 4 for company registration; and
- Regulations of a Private company limited by shares.
- Pay the required fees: There are two (2) fees that are expected to be paid to the RGD during company registration in Ghana. They are: the filing fees and the stamp duty fees. The stamp duty fee is 0.05% of the share capital of the company while the filing fee is 330 Ghana cedis. The fee is paid directly at the RGD by cash. The office of the RGD has an in-house banking system that handles payment of all required fees.
3. WHAT IS THE SHARE CAPITAL REQUIREMENT FOR REGISTERING A COMPANY IN GHANA?
For companies that are wholly owned by foreigners, the minimum paid up share capital must be $500,000. The requirements for a minimum paid up capital of 500,000 USD is the case where the company to be registered is into the business of rendering services. Where the company in question is a trading company, the minimum authorized share capital is 1,000,000USD.
4. IS THERE IS DISCLOSURE OBLIGATION RELATING TO BENEFICIAL OWNER?
Yes. In order to enhance transparency in doing business in Ghana and in adherence to the country’s international obligations under the Financial Action Task Force (FATF), the Ghana’s Companies Act, 2019 (Act 992) requires the Office of the Registrar of Companies to obtain, verify, and record information about beneficial owners of companies. A beneficial owner is the individual or natural person who owns, controls, has interest in, or exercises influence over the company or receives substantial benefit from the applicant’s activity. A beneficial owner is an individual and cannot be a company. Please note that failure to disclose a beneficial owner is an offence punishable under Ghanaian law. See Section 35 (14) and (15) of the Companies Act, 2019 (Act 992).
5. WHAT ARE THE REQUIREMENTS: The following requirements are necessary to complete company registration process:
- Two Company names:
- Registered address, phone number and email address of the company within Ghana;
- Postal address
- Principal place of business if different from registered address of the company;
- Details of the Auditor of the proposed company;
- Business objects of the proposed company;
- Share capital of the company;
- Details of Directors, secretary and shareholders of the company (this includes nationality, date of birth, occupation, residential address, Tax Identification Number).
6. WHAT IS THE ESTIMATED TIMELINE FOR REGISTERING A COMPANY IN GHANA?
The estimated timeline for the entire process of company registration is between 15 to 30 days. This is because the whole process of incorporation of company in Ghana is done manually at the RGD. This is quite different from the system in Nigeria where registration of companies limited by shares and business names can be conclude in 1 to 2 days. This is largely because the Corporate Affairs Commission (“CAC”) in Nigeria has created a seamless online process where the incorporation is done digitally.
7. WHAT IS THE NUMBER OF DIRECTORS REQUIRED TO REGISTER A COMPANY IN GHANA?
The minimum of number of directors required for a company to be registered in Ghana is two (2). These directors must be competent persons in law, that is, natural persons of a minimum of 18 years of age, a sound mind and must not be bankrupt. While both directors can be foreigners, one of the directors must be ordinarily resident in Ghana. Each director is required to show consent to act as directors of the company by submitting a statutory declaration and a consent letter to be directors of the company.
8. ARE THER OTHER AGENCIES THAT ONE IS REQUIRED TO INTERFACE WITH TO COMPLETE THE PROCESS?
YES. Amongst the list of requirements, one would notice that every principal officer of the company including its shareholders must have a Tax Identification Number (“TIN”). For officers and shareholders who do not have TIN, same can be obtained at Ghana Revenue Authority (“GRA”) before submitting application for company registration.
9. HOW CAN ONE OBTAIN TIN FOR AN INDIVIDUAL AT THE GRA?
TIN can be obtained from the GRA by downloading a copy of the individuals/sole proprietors registration form from the website of the GRA. Every applicant is required to complete the forms and submit it at the Domestic Tax Revenue (Income Tax and Value Added Tax) Office. Thereafter, the application will be processed and certificate will be issued to the individual containing his or her TIN. However, there is also the Ghana Card Personal Identification Number which can be used in place of the TIN. The Ghana Card PIN is issued by the National Identification Authority (“NIA”).
10. WHAT ARE THE REQUIREMENTS FOR OBTAINING THE TIN FOR INDIVIDUALS?
Every applicant is required to provide a valid means of identification to the GRA. However, with the invention of the Ghana Card Personal Identification Number, the applicant may not need to apply separately for a TIN as the Ghana Card PIN can be used for company registration in place of the TIN. The timeline for obtaining a TIN is estimated to be completed between 5 to 7 days.
11. WILL FOREIGNERS REQUIRE THE GHANA CARD?
Foreigners can register for a non-citizen Ghana card which can be used as alternative to the Ghana Card. The Non-citizen Ghana Card is mandatory for various transactional purposes where a form of identification is needed e.g., opening and running a bank account, applying for or renewing residence or work permit, registering a car etc. The document required for this process is the foreigner’s valid means of Identification preferably the International Passport.
12. WHAT IS THE COST FOR THE NON-CITIZENS GHANA CARD?
An applicant for the Non-Ghana Card is required to pay the sum of $120 or its Ghana cedes equivalent at any branch of the Cal Bank in Ghana where a scratch card and registration form will be issued to the applicant. Also, the applicant’s biometrics will be equally be taken. The registration can be completed same day and the issuance of the card may be immediate if the process goes on well or not later than 48 hours.
13. DOES THE CARD REQUIRE RENEWAL?
Yes. The card must be renewed yearly by paying the sum of $60.
14. DOES A COMPANY REQUIRE A SEPARATE TIN?
No. Upon incorporation of a company, the RGD will issue a TIN to the company. Thereafter, the directors are required to go ahead and register the TIN with the GRA.
15. WHAT IS THE PROCEDURE FOR REGISTERING A COMPANY WITH THE GHANA REVENUE AUTHORITY?
- Obtain and complete the GRA registration forms.
- Submit the forms at the branch office within the area where the company is situated.
- Inspection of the physical place of business of the company will be done by the GRA officials.
- Upon completion of the registration, the company will be issued with a certificate of registration by the GRA.
READ ALSO HOW TO REGISTER A COMPANY IN NIGERIA
ABOUT KORIAT & CO.
We are a growing commercial law firm in Lagos, Nigeria with network of lawyers and consultants in Ghana, Kenya and Rwanda. We assist clients on business registrations and licensing across multiple jurisdictions.
The above article is not legal advice and does not automatically make our readers our clients unless they specifically instruct us to act or represent them in any way.
Please contact Koriat & Co. through admin@koriatlaw.com or 09067842241 if you require additional information about or assistance in making the application for a money lender’s licence.
