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Ms. Jemima Oware, the Registrar General, said on Friday that a key benefit of the new business law is its inherent stringent requirements aimed at improving corporate governance.
He said that these strict requirements in the new Companies Law of 2019 (Law 992) would effectively eliminate the trend where some Companies existed only on paper.
The law will promote the visibility of companies and transparency in the business circle.
Ms Oware told the Ghana News Agency in an interview in Accra that under Law 992, a person appointed as a Director of a company must, prior to appointment, submit to the Company a Statutory Declaration.
The Statutory Declaration requires that the Director in question has not been charged or convicted within the five years prior to the request for a crime involving fraud or dishonesty.
Again, the Director should not have been charged with or convicted of a crime related to the promotion, incorporation or management of a company; or you have been a Director or Senior Manager of a company that has been declared insolvent.
“The law also establishes that if even the director has done any of the above, he must indicate the date of insolvency and the company in particular,” he added.
She said that a Director would have to consent to being a director and file consent within 28 days with the Registrar on incorporation.
This is to demonstrate that the directors have given express permission for their data to be entered into the system as directors of said company.
Ms. Oware explained that in the case of hiring a Company Secretary, the Law establishes that said Secretary must have obtained a professional qualification or a tertiary level qualification.
The qualification must allow you to have the knowledge and experience necessary to perform the functions of Secretary of the Company, or have held the position before the appointment as Secretary of the Company in practice or have been articulated under the supervision of a Secretary of the Company qualified for at least three years.
“The Secretary must also be an accredited member of the Institute of Collegiate Secretaries and Administrators; or the Institute of Public Accountants; or a lawyer or attorney in good standing.
“He must also, by virtue of an academic qualification, or as a member of a professional body, appear to the directors as capable of performing the functions of secretary of the company.
“Nor is it going to be a business as usual where people choose Letters of Consent from Auditors already prepared, placed at strategic points in the Department and using them,” he added.
Ms. Oware said that according to Law 992, a company must have a qualified and authorized Auditor in accordance with the Public Accountants Law of 1963 (Law 170); and not disqualified for being an officer of the company or an associated company.
A novel provision in this Law 992 is that an Auditor will hold office for a period of no more than six years and will be eligible to be reelected after a cooling-off period of no less than six years, the Registrar General noted.
“These Company Officers must swear under their own oath that they are indeed qualified to be Directors, Secretaries or Auditors of the Company.
All officers must also be 18 years or older, ”he said.
Ms. Oware pointed out that another novelty of Law 992 from the age of majority is not more than 21 years, but 18 years.
He said the current system would accept a mandatory digital address downloaded from the Ghana Post Application for the declared main place of business and registered place of business, as well as a valid email address, otherwise the address would be rejected and the request not processed.
She revealed that all companies in Ghana would now have suffixes attached to their company names to immediately indicate what type of entity the company name was found to.
“New companies that would be registered from October would be assigned the following suffixes; The Private Company Limited by Shares would take a Limited Company or LTD; The Private Company of Unlimited Liability would have PRUC; and Sociedad Anónima would end with PLC.
“The Public Company of Unlimited Responsibility would go with the PUC; Companies limited by guarantee would have the suffix LBG and public companies limited by guarantee would have PLBG, ”he said.
He said that the Department would announce a period within which all existing companies would have to comply by passing special resolutions at their various Boards to change their names by attaching these different suffixes to their company names, depending on the type of company to which they name belongs.
He said a periodic statement would be released at intervals and on time so that all customers and clients are aware of all the changes to the Companies Law of 2019, Law 992 as the developers of the E-Registrar software implement them. .
Source: GNA
