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Registrar General Jemima Oware has announced further changes to the country’s business registration processes and procedures to advance government efforts to improve the ease of doing business in Ghana.
He stated that the E-Registrar software application has finally been updated in accordance with the new Companies Law of 2019 (Law 992).
Beginning September 28, 2020, members of the business community wishing to register new businesses will need to visit the Department’s website www.rgd.gov.gh and download the new prescribed forms and complete them appropriately for all six types of business registration.
“There would be no need to fill out a Form 4 and the Regulations for the incorporation of a company. The new Prescribed Forms uploaded to the website encompass all the details that would have been filled out in the previous Forms for the six types of Companies ”. hinted the Registrar General.
According to her, another change that has been introduced with the implementation of Law 992, is that people who are registering any of the six (6) types of companies (Private Limited Companies per shares, Unlimited Private Companies per shares, a public company Limitated by sharings, a public Cunlimited ompany to shares, a Private company limited by guarantee and a Limited Company by Guarantee I would have had to fill in Regulations for all these types of companies.
“Now we have made it easier, we have Constitutions to replace Regulations for all Companies. One can simply adopt Exhibits 2, 3 or 4 of Law 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 these Annexes are available on the website as their Constitutions to be adopted together with the different Prescribed Forms for the different types of Companies. Jemima Oware said.
The Department 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 at the time of registration together with the Prescribed Forms for the different types of Companies.
All Promoters who choose to adopt the prescribed Constitutions will not be required to provide objects, but will be required to disclose in which sectors the Company would operate through the ISIC codes provided in our electronic registration software.
Company Promoters may also download the Prescribed Forms for the different types of Companies and attach their own Registered Constitution, which must necessarily be used.
She warned that all other companies that are not regulated by the RGD, but by a different Regulator, would have to register their Companies with their own Registered Constitutions and disclose the specific objects in these Registered Constitutions.
Examples of companies regulated by other institutions are, for example, banks, microfinance and microcredit companies regulated by the Bank of Ghana, companies with foreign participation regulated by GIPC, companies in the academic world regulated by the Accreditation Board, security companies regulated by the Ministry of the Interior, companies in the Securities and Capital Markets Industry regulated by the Securities and Exchange Commission and the Ghana Stock Exchange, the Extractive Industry regulated by the Minerals Commission, the Petroleum Commission, Companies operating in the Enclave of Free Zones, Companies dedicated to betting regulated by the Gaming Commission, Legal Companies, architectural firms and the like, ..
In addition, he emphasized that the Law also eliminates the Certificate of Business Startup or the need to swear before a Commissioner of Oath, since the Law completely eliminates Form 4.
Strengthening of corporate governance under Law 992
The Secretary General indicated that a key benefit of the new commercial law is its strict inherent requirements that would improve corporate governance in the future in implementing the law.
“The days when companies only existed on paper are over,” Jemima Oware warned.
According to Jemima Oware, under Law 992, a person may not be appointed as Director of a company unless the person has submitted to the Company prior to the appointment a Statutory Declaration to the effect that the Director has not made within the five years preceding the application has been charged with or convicted of a crime involving fraud or dishonesty, or
You have been accused 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 further establishes that if even the director has done any of the above, he must indicate the date of the insolvency and the particular company.
For the first time, the Director must also consent to be a Director and must submit consent within 28 days to the Registrar at the time of incorporation to show that he has given express permission for his data to be included in the system as directors of said company. .
Again, Law 992 also specifies who qualifies to be the Secretary of a company, which was not the case previously.
The Company Secretary of any Company under Law 992 must have obtained a professional qualification or a Tertiary level qualification that allows this Company Secretary to have the knowledge and experience necessary to perform the functions of Company Secretary;
or he must have held the position prior to appointment as apprentice Secretary of the Company or have been articulated under the supervision of a qualified Secretary of the Company for a period of at least three years;
or is an accredited member of the Institute of Chartered Secretaries and Administrators; or the Institute of Public Accountants;
or an accredited attorney or solicitor,
either 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 will it ever be a regular business where people choose ready-made Letters of Consent from Auditors placed at strategic points in the Department.
Under 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 official of the company or of 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 re-elected after a cooling-off period of no less than six years, said the Secretary General.
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, another novelty of Law 992 since the age of majority is not more than 21 years, but 18 years.
Jemima Oware further explained that the current system would accept a mandatory digital address downloaded from the Ghana Post app for the indicated primary 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.
ACT 992 and beneficial ownership disclosure
The Jemima Oware General Registry also stated that by virtue of Law 992, the RGD is implementing a new Central Registry of Beneficiaries for all companies operating in the country.
“We will start by requesting BO Data from the Extractive Industry and other high-risk sectors such as Banks and other Financial Institutions, he said.
According to her, the lack of information about who owns and controls Ghanaian companies is creating a “dangerous and growing gap” in the country’s fight against corruption, money laundering, terrorist financing and other forms of corruption. financial crimes.
The beneficial owner is a term in national and international commercial law that refers to natural persons who exercise significant influence over a company and receive benefits from it that are not its legal owners.
“Some people may assign a ‘nominee’ in relation to their shareholder or director position on the board and they would be on the back-end control matters, they would have a legal arrangement with those people we wouldn’t know … but things have changed now revealed.
Jemima Oware explained that since 28th September 2020, who wants to register a company to operate in the Extractive industry should visit www.rgd.gov.gh, download the Beneficial Ownership Form and provide the data on who are the beneficial owners of the company.
Change of company names and suffixes
The Registrar General announced that all Ghanaian companies would now have suffixes ending with their company names that would immediately indicate what type of entity the company name belongs to. For example, the suffixes that end with the different types of companies would be the following:
The Private Company Limited by Shares would end up with a Limited Company or LTD
The Private Unlimited Liability Company would now end PRUC.
The Corporation would now end up with PLC.
The public unlimited liability company would now end the PUC;
Companies limited by warranty would have the suffix LBG; and
The public company limited by guarantee would now end with PLBG
“The new companies that we would register from October would now have these new suffixes.
The Department, through a Press Release, would provide a period within which all existing companies would have to comply by passing special resolutions in their various Boards to change their names by attaching these different suffixes to the names of their companies, depending the type of company to which the name belongs. “she added.
The Registrar General, Jemima Oware, appealed to the general public and members of the business community to cooperate with the Department as it progresses through the system upgrade process to ensure a smooth transition.
Press releases would be published at intervals and on time so that all customers and clients would be aware of all changes to the 2019 Business Law, Law 992 as they were implemented by the developers of the eRegistrar software.
