Incorporation

Understanding Statutory Filing Obligations for Companies in Ghana

Annual Returns

Companies registered in Ghana are required by law to file their returns with the Companies Registry annually. This statutory requirement applies to all registered entities operating in the country. Newly formed companies are however required to file their returns at least eighteen (18) months after the date of incorporation.

Filing Process

As part of the filing process, it is also crucial to prepare and submit the audited financial statement of the company, indicating a comprehensive overview of the company’s financial performance over the reporting period.

The filing process also involves filling out the prescribed form for filing annual returns with essential company information. These include information on the past and present shareholders, particulars of directors and secretary, registered business address, particulars of shares and beneficial ownership information of the Company.

The completed annual returns form and the audited financial statement are submitted to the Registrar General Department for filing.

Consequences for Non-Compliance

Companies that fail to comply with the requirement of filing their annual returns within the stipulated timeframe become liable to administrative penalties for the duration that the default continues.

By understanding the filing requirements, adhering to deadlines, and seeking appropriate legal assistance, companies can ensure compliance with Ghanaian regulations and avoid potential penalties for non-compliance.

For more information on how we can assist your company in meeting regulatory requirements and ensuring compliance with the law, please contact us at contact@olaryealaw.com / +233 (0)201068192.

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by O-Laryea Law

Legal and Regulatory Requirements for Registering as a Value-Added Services (VAS) Provider in Ghana

What are Value-Added Services in Telecommunications?

Value Added Services (VAS) may be described as enhanced non–core telecommunication services that add value to the standard telecommunication offerings like voice calls, data and text provided by Telecom Networks to subscribers.

Some examples of Value-Added Services (VAS) include call waiting, call forwarding, multiparty conferencing, voice mail, mobile payment systems and m-commerce-based services, Mobile advertising, mobile health and mobile insurance services, location-based services, online gaming services and vehicle tracking services.

What are the relevant government bodies that regulate Value Added Services in Ghana?

The provision of Value-Added Services in Ghana is regulated by the National Communications Authority (NCA).

What are the requirements for registering as a Value-Added Service Provider in Ghana?

To establish and operate as a VAS provider in Ghana, the entity must first be incorporated within the country. Following the incorporation, the company must apply to the NCA for registration as a recognized Value-Added Service Provider before commencing its services.

Are there any requirements for ownership by indigenous persons or entities?

A company with foreign participation established to provide Value Added Services in Ghana, is required to have a Ghanaian partner who holds at least thirty per cent (30%) equity participation in the joint enterprise.

Registration Requirements

To commence the Value-Added Services (VAS) registration in Ghana, an application for registration using the prescribed form must be submitted to the Regulatory Authority together with the following information:

1. Corporate Profile: An applicant must provide the company registration documents, including the certificate of incorporation, articles of association, Information on the experience and qualifications of key personnel involved in the VAS operations and any other necessary legal documents.
2. Type of value-added services to be provided: An applicant is required to provide service description details of the VAS offerings and technical implementation layout.
3. Market Plan: This must include the applicant's target group, area of coverage and roll-out plan.
4. Particulars of the equipment to be used and Type approval certificates,
5. Company’s audited financial returns: Start-ups are required to submit their financial forecasts while existing companies must submit a minimum of one year audited financial returns.
6. Letter of Commitment indicating the applicant's compliance with existing ITU regulations, communications laws of the country, and other relevant rules, guidelines, and regulations.
7. Fees: The applicant is required to pay the prescribed fees as stipulated by the regulatory authority. The specific fee amount will be determined by the authority.

By fulfilling these requirements and paying the applicable fee, the company can proceed with the application for Value Added Services (VAS) registration in Ghana.

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by O-Laryea Law

Doing Business in Ghana: Guide to Incorporating a Startup Company in Ghana

There are several advantages to incorporating a startup business in Ghana.

Some of the benefits are, firstly, as a separate legal entity, the company’s founders and shareholders are not personally liable for the company’s financial debts or legal issues. The personal assets of the founders and shareholders are therefore protected.

Secondly, incorporation offers the company perpetual existence, which enables the company to continue operating following the exit of its founders or shareholders.

Another benefit of incorporating a startup company is that it enhances the startup’s credibility and provides a more formal business structure, which ultimately makes investors and lenders willing to invest in the company.

Types of Companies that can be Incorporated in Ghana

Companies in Ghana may be categorized as limited by shares, limited by guarantee or unlimited companies. They may also be either private or public companies.

Below is a guide on the types of companies that founders can incorporate and the registration process.

1. Company Limited by Share

This refers to a company that is registered with share capital. It provides limited liability protection to its members, which means the liabilities of the member(s) of the company are limited to the amount unpaid on the shares held respectively by them.

General Requirements

The general minimum requirements for incorporating companies limited by shares in Ghana are as follows:

• The company should have at least one (1) shareholder.
• The company's shareholder(s) may be an individual or a corporate body.
• The company must have a minimum of two (2) directors.
• At least one (1) of the directors of the company must be present in Ghana.
• The company must have a company secretary and an auditor.

Minimum Capital requirements

• The minimum capital for a company registered with Ghanaian shareholders is five hundred Ghana Cedis (Gh¢500).
• For companies registered with foreign shareholders, the minimum capital requirement is as follows:
  • Joint venture with Ghanaian participation: Two Hundred Thousand Dollars (US$200,000).
  • Hundred per cent (100%) foreign ownership: Five Hundred Thousand Dollars (US$500,000).
  • A company engaged in trading activities: One Million Dollars (US$1,000,000).

Registration Process

Business name selection and name search

The first step in registering a Company in Ghana involves conducting a name search on the proposed business name at the Registrar Generals Department (RGD). This is to confirm the availability of the proposed name. If the proposed name is unavailable, the company must select a new name.

Obtaining Tax Identification Numbers (TIN)

Once the name is confirmed to be available, the next step is to obtain a Tax Identification Number (TIN) from the Ghana Revenue Authority (GRA) for the Company and all its Directors, Officers and Shareholders who may not have Tax Identification Numbers. This is done by filing a tax registration form.

Preparation of the Company’s Constitution:

The Company’s Constitution must be prepared and submitted to the Registrar of Companies as part of the incorporation process. The Constitution is equivalent to the Articles of Incorporation.

The company’s Constitution must contain information such as:

• the name of the Company,
• the name of the first directors of the company.
• the number of registered shares of the company.
• It should also contain a declaration that the liabilities of the members are limited.
• It must be signed by the members.

Filling and submission of incorporation documents:

The prescribed form for registering a limited liability company is Form 3.

The completed Form 3 together with the company’s Constitution, Beneficial Ownership declaration form (BO form), directors' consent form (form 26A), the company secretary’s consent form (form 26B) and directors' statutory declaration form (form 26C) must be submitted to the Registrar of Companies for processing.

The applicable registration fee and capital duty charged at 0.5% of the company’s stated capital must be paid at the Registrar Generals Department.

Issuance of Certificate of Incorporation

Once the Registrar of Companies is satisfied with the accuracy of the documents submitted, a Certificate of Incorporation will be issued within two (2) weeks.

2. Unlimited Company

An unlimited Company refers to a company which does not have a limit on the liability of its members. This means that the shareholders of the company assume legal responsibility for the debts and liabilities of the business.

The requirements and process for incorporating an unlimited company in Ghana are generally similar to the process outlined above for the registration of a limited liability company.

3. Company Limited by Guarantee

This refers to a company that is incorporated without share capital. The liabilities of its members are limited to the amount that the members undertake to contribute to the company’s assets in case of liquidation, for the payment of the company's debts and liabilities. The purpose of a company limited by guarantee is not to generate profit.

Examples of entities that may be registered as companies limited by guarantee are Non-Government Organizations (NGOs), charities, churches and associations.

Requirements

A company limited by guarantee must have:

• at least one subscriber
• an executive council made up of at least two (2) executive members and a maximum of twelve (12) members.
• A company secretary.
• An auditor.

Registration process

The registration process for a company limited by guarantee is similar to the process outlined above for incorporating a company limited by shares.

Name Search

The process begins with conducting a name search to confirm the availability of the proposed business name. The RGD may reject a name which is similar to the name of an already existing business entity or is misleading.

Tax Identification Number

The next stage is the application for Tax Identification Numbers (TIN) for all the members and subscribers of the company who do not have TIN. This is done by filing a taxpayer registration form.

Prescribed Constitution of the Company

The constitution for a company limited by guarantee must include provisions that:

• the liabilities of members are limited.
• The income and property of the company shall be used entirely to promote the objects of the company.
• If the company is liquidation, the members agree to contribute to the assets of the company and the payment of the company’s debts and liabilities up to the limit prescribed by the company’s constitution.
• Any property that is left after the company has discharged its debts and liabilities upon liquidation, will not be distributed among the members but shall be given to another company limited by guarantee that has similar objects or applied to a charitable object.

Filling and submission of incorporation documents:

The prescribed forms for registering a Company Limited by Guarantee in Ghana are Form 3B (for a private company limited by guarantee) and Form 3E (for a public company limited by guarantee).

The completed prescribed form together with the company’s constitution outlining the rules governing the company's activities, a memorandum of association providing information on the purpose of the company and details of guarantors, Beneficial Ownership declaration form (BO form), consent forms for executive council members (form 26A), the company secretary’s consent form (form 26B), consent letter for a certified auditor and statutory declaration form for executive council members (form 26C) must be submitted to the Registrar of Companies for processing. The applicable registration fee must also be paid at the Registrar Generals Department.

Issuance of Certificate of Incorporation

A Certificate of Incorporation will be issued by the Registrar of Companies within two weeks, upon receipt of all the required information, documents, and payment of prescribed fees.

4. External Company

An external company refers to a body corporate formed outside Ghana, which has an established place of business such as a branch or registered office in Ghana. Companies incorporated outside the jurisdiction of Ghana, that intend to operate as an External company must be registered by the Registrar of Companies in Ghana.

Requirements:

The following documents are required to be provided for the registration:

• notarized copy of the Certificate of Incorporation
• notarized Power of Attorney appointing a Local Manager as the company’s duly appointed representative in Ghana. The local manager appointed must be always resident in Ghana.
• copy of the Constitution, Charter, Statutes, Regulations, Memorandum and Articles of Association, or any other instrument constituting or defining the Constitution of the company, in a language acceptable to the Registrar.
• notarized statement providing details of the Beneficial Owners of the company.
• the address of the Company’s registered or principal office in the country of incorporation and its address and principal place of business in Ghana.

The documents submitted must be in English and duly notarised by a Notary Public in the country of incorporation or duly stamped and sealed by the relevant Embassy or Consulate of Ghana from the said country of origin.

It is recommended that you seek legal advice before incorporating a company in Ghana to obtain guidance on the legal aspects of company formation and the type of company that is best suited for your business, to ensure that all the paperwork is processed properly and generally to confirm that the business is established in compliance with the law.

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by O-Laryea Law