If you are a local or foreign business owner looking to start up or expand your business to Ghana or you would like to know what it takes to start up a company in Ghana, it is important to know the different types of company and the requirements applicable to each of them.
REGISTRAR GENERAL’S DEPARTMENT (RGD)
Companies in Ghana are registered by the Registrar General’s Department (RGD). The Registrar General’s Department is empowered by the law to ensure an efficient and effective administration of various entities in Ghana.
The RGD is primarily responsible for the registration of businesses, industrial property, marriages, administration of estates, and public trustees, to provide customer friendly services and accurate data for national planning.
FORMS OF COMPANY REGISTRATIONS IN GHANA
The following types of company registrable in Ghana depending on what the business owner or investor desires. These forms include:
- Company Limited by Shares;
- Unlimited Liability Company;
- Company Limited by Guarantee;
- External Company; and
- Foreign Company.
REGISTRATION OF A COMPANY LIMITED BY SHARES AND AN UNLIMITED LIABILITY COMPANY IN GHANA
A Company Limited by Shares is an association between two and fifty people who have a set of objectives for either profit or non-profit basis. There are shareholders who are the owners of the company and directors, secretary and auditors who are the officers of the company.
An Unlimited Liability Company on the other hand is… It has the same composition as a limited liability company except that the liabilities of its owners are unlimited. It is usually registered by professional bodies such as law firms, auditing firms and architectural firms.
In Ghana, all c0mpanies are required to have at least two (2) initial directors, an auditor and a secretary during the company registration process. At least one (1) of the company directors or secretary must be resident in Ghana.
The procedure for registration of a company limited by shares and an unlimited liability company in Ghana are the same. Below are the steps to follow in registering both types of companies:
- Conduct company name search in Ghana to ensure the availability of the proposed business name for the company.
- All company directors, secretary and shareholders are required to register and obtain a TIN for the purposes of business registration. Complete TIN forms and attach a copy of photo ID (Drivers, passport bio-data, voters ID). TIN numbers are created within 24 to 48 hours at no charge at any Ghana Revenue Authority office.
The details required to be filled in the TIN application is:
- Name
- Occupation
- Photo ID details
- Mother’s maiden name
- Residential and postal address (Digital/Ghana Post Address of the company)
- Contact
- The next step is to download and complete incorporation forms
- Form 3: Returns of Particulars of the company limited by shares registration form;
- Form 4: Company registration form; and
- Company regulations. (Form 4 and the Company Regulations must be witnessed by a Commissioner for Oaths).
- The next step is to submit the forms and pay Incorporation Fee and 0.5% stamp duty on stated capital.
- The final step involves the Registrar examining, approving & issuing the incorporation documents to the company. The incorporation documents issued include:
- Certificate of Incorporation;
- Certificate to Commence Business
- CTC of Regulations of the Company
- CTC of Forms 3 and 4.
After registration of a company, the company is required by law to file its Annual Returns attogether with its Audited Account.
REGISTRATION OF A COMPANY LIMITED BY GUARANTEE IN GHANA
A Company Limited by Guarantee is one that has the liability of its members limited to amounts that they respectively undertake or guarantee to contribute to the assets of the company in case of liquidation. The company is not permitted to make profits from its transactions and example of organisations required to be registered as a company limited by guarantee include social enterprises, non-governmental organizations (NGOs), churches and charities.
Like the Company limited by shares and the unlimited liability company in Ghana, all c0mpanies limited by guarantee are also required to have at least two (2) initial directors, an auditor and a secretary during the company registration process. At least one (1) of the company directors or secretary must be resident in Ghana.
Below are the steps to follow in registering a company limited by guarantee:
- Conduct company name search in Ghana to ensure the availability of the proposed business name for the company.
- All executive council members, the company secretary and auditor are required to register and obtain a Tax Identification Number (TIN) for the purposes of business registration. Complete TIN forms and attach a copy of photo ID (Drivers, passport bio-data, voters ID). TIN numbers are created within 24 to 48 hours at no charge at any Ghana Revenue Authority (GRA) office.
The details required to be filled in the TIN application is:
- Name
- Occupation
- Photo ID details
- Mother’s maiden name
- Residential and postal address (Digital/Ghana Post Address of the company)
- Contact.
- The next step is to download and complete incorporation forms
- Form 3B: Returns of Particulars of a company limited by guarantee form;
- Company regulations. (Form 3B and the Company Regulations must be witnessed by a The next step is to submit the forms and pay a processing fee of GHS270.00.
- The final step involves the Registrar examining, approving & issuing the incorporation documents to the company. The incorporation documents issued include:
- Certificate of Incorporation.
- Certificate of Commencement.
- Form 3B
- Company Regulations.
After registration of a company, the company is required by law to file its Annual Returns at Fifty Ghanaian Cedi (GHS 50) together with its Audited Account.
REGISTRATION OF AN EXTERNAL COMPANY IN GHANA
An External Company is a branch of an existing company usually registered by a Local Manger on behalf of the company registered outside the jurisdiction of Ghana and who wants to own a branch or place of business in Ghana.
The Local Manager of the company must at all times be resident in Ghana and all supporting documents of the External Company has to be in English Language and notarized by a notary Public in the Country of Incorporation or in Ghana.
Like the Company limited by shares and the unlimited liability company in Ghana, all external c0mpanies are also required to have at least two (2) initial directors, an auditor and a secretary during the company registration process. At least one (1) of the company directors or secretary must be resident in Ghana.
Below are the steps to follow in registering an external company in Ghana:
- Conduct your company name search in Ghana to ensure the availability of the proposed business name for the company.
- The company’s Local Manager is required to have a Tax Identification Number (TIN) for the purposes of business registration. To get a TIN, the applicant should complete TIN forms and attach a copy of photo ID (Drivers, passport bio-data, voters ID). TIN numbers are created within 24 to 48 hours at no charge at any Ghana Revenue Authority (GRA) office.
The details required to be filled in the TIN application is:
- Name
- Occupation
- Photo ID details
- Mother’s maiden name
- Residential and postal address (Digital/Ghana Post Address of the company)
- Contact.
- The next step is to download and complete the following incorporation forms
- Form 20: Particulars of an external company requiring registration;
- Form 21: External Company requiring registration statement that there are no charges on property. (Both Forms must be completed in English).
- After completing the forms, the next step is to submit them along with the following documents of the external company:
- A Certified True Copy (CTC) of the Memorandum and the Articles of the Association of the Company registered outside Ghana in English;
- A Certified True Copy (CTC) of the Certificate of Incorporation;
- A Power of Attorney from to external company to the Local Manager;
- Constitutions of the External Company
All these duly endorsed by the Ghana Mission in the Country where the company was registered if any or the nearest country where there is a Ghana Mission.
The forms must be submitted along with evidence of payment of the processing fee of One Thousand Two Hundred US Dollars (US$1200) or cedi equivalent.
- The final step involves the Registrar examining, notifying the Local Manager in writing & issuing the incorporation documents to the company. The incorporation documents issued include:
- Certificate of Registration;
- Form 20; and
- Form 21.
After registration of the external company, the company is required by law to file its annual returns each year at US$600 or Cedi equivalent with Group Account.
REGISTRATION OF A FOREIGN COMPANY IN GHANA (WHOLLY FOREIGN OWNED OR COMPANY WITH FOREIGN PARTICIPATION)
Foreign investors who intend to carry out business in Ghana can set up their company either as a fully owned foreign company or through joint venture where they partly own the company. The procedure and requirements for registering a fully owned or partly owned foreign company in Ghana is the same with what is required to register a company limited by shares or an unlimited liability company. However some additional requirements apply to them.
- Fully Owned Foreign Company
Fully owned foreign companies in the Service Industry such as Construction and Civil Works, they are required to:
- Have a minimum of five hundred thousand US Dollars (USD 500,000) in equity i.e Ghanaian Cedi equivalent for the foreigners at the Prevailing Bank rate; and
- pay 0.5% stamp duty on the stated capital at the time of Incorporation.
For foreign companies in the Trading Industry such as general Trading, Importers, Dealers in general goods and retail trading, manufacturers representatives, e.t.c, they are required to:
- Have a minimum of One Million US Dollars (USD 1,000,000) in equity i.e Ghanaian Cedi equivalent for the foreigners at the Prevailing Bank rate; and
- pay 0.5% stamp duty on the stated capital at the time of Incorporation.
- Company with Foreign Participation
For foreign companies in the Service Industry such as Construction and Civil Works, they are required to:
- Have a minimum of two hundred thousand US Dollars (USD 200,000) (Stated Capital) i.e cedi equivalent at the prevailing Bank rate;
- Ghanaian applicant must have 10% equity participation of the company at time of incorporation;
- Pay 0.5% stamp duty on the stated capital at the time of Incorporation.
In the case of companies in the Trading Industry such as general Trading, Importers, Dealers in general goods and retail trading, manufacturers’ representatives, e.t.c, they are required to:
- Have a minimum of one million 1,000,000 US Dollars (USD 1,000,000) in equity i.e cedi equivalent at the prevailing bank rate;
- Ghanaian applicant must have 10% equity participation of the company at time of incorporation; and
- Pay 0.5% stamp duty on the stated capital at the time of Incorporation.
Both forms of Foreign companies are required to register with the Ghana Investment Promotion Centre (GIPC) for an Investment Certificate and other necessary permits.