The one thing you must have before beginning a business in Ghana is a business entity. Thenceforth you’ll proceed to legalize the business by registering the business entity at the Registrar Generals Department (RGD). There are different kinds of business entity that can be registered under Ghana laws, and it is essentially imperative that you make the right choice by choosing the legal structure that best befits your company business.
Different forms of business registration under Ghana laws are listed below:
- Sole ownership
- External Company
- Companies restricted by guarantee
- Companies with unlimited liability
- Companies restricted by shares
Business Registration In Ghana: Step By Step Guide
Business Registration in Ghana has been created quite simple following the automation at the Registrar General’s Department (RGD). You’ll currently register your company in Ghana following the below-listed steps.
STEP 1: Name search of the company at RGD
The first thing you need to do before registering your business is to search for your company name at Registrar General’s Department (RGD) to ensure it has not been taken already. After the search, you can apply to have your name reserved for a period of 30 days. However, make sure the business name is unique and reflect a lot about your business or company. Your business name is likely to be rejected by the registrar if it appears to be the same with another registered business. A good example is this: If there is a company called Tera Company Limited already, a similar name like Tera Company limited cannot be registered. Such a name would be rejected outrightly by the Ghana Registrar General Department because the name exists already. Applicants, however, will be advised to make changes to their company name. Business name decision or choice must be related to company activity. Hence, the name of the business must not be offensive, vulgar or go against existing trademarks
STEP 2: Taxpayer Identification Number (TIN)
For the purpose of your business registration, your company directors, secretary and shareholders are expected to register and get a Taxpayer Identification Number. In other to complete the TIN forms, they are required to fix a copy of their photo ID either their Drivers license, passport or voters card. Taxpayer Identification Number takes nothing less than 24 to 48 hours to be ready and at no cost in Ghana Revenue Authority office.
When the shares of your registered company are held by a corporate entity it is paramount you get TIN numbers. In scenarios just like this, your corporate organization will obtain a TIN Form which will be duly completed with a letter of introduction attached.
It is required that all persons or organizations have one TIN number for all their registered businesses in case you decide to register more than one business entity or you are a director of so many business organizations in Ghana.
Individual TIN form requirement information includes;
- Your Name
- Your Occupation
- Your Photo ID information
- Your Mothers maiden name
- Your postal or residential address
- Your Contact details
STEP 3: Complete company regulations, form 3 and form 4
The next step is to download and complete the following pieces of information stated on the incorporation forms. This information include:
- Your Company name
- Your registered address
- Your Postal address
- Your Principal place of business
- Your Business objectives and activities
- Your Contact details
- Your auditors details
- Your Authorized and issued shares
- Your stated capital
- Your Shareholding structure
You should include the Personal details of your directors, secretary and shareholders. These details should entail their nationality, date of birth, occupation and residential address.
As stated in the Companies Act 179, it is required of all companies to have at least a secretary and two directors during the registration process of the company. And one of the company’s directors at least must be a Ghana resident.
After the completion of the forms, the directors, secretary and shareholders, however, will have to append their signatures on relevant pages before submitting the form.
STEP 4 -Pay stamp duty, business incorporation and filing fees
The main statutory fees to be paid at the Registrar General’s Department during your company registration are: Stamp duty, Incorporation and filing fees.
The stamp duty is calculated by 0.5% of the stated capital. Take, for instance, a 150,000 Ghana Cedis capital is equivalent to a stamp duty of 0.5% x 150,000 Cedis =750 Ghana Cedis. The minimum amount of stated capital for all 100% Ghanaian owned limited liability companies is 750 Cedis.
However, 100% of joint foreign ownership companies have different stated capital requirements. For companies in this category, the stated capitals are:
- 100% foreign ownership: US $ 500,000
- foreigner and Ghanaian joint venture: US $ 200,000
- Trading enterprise (whether owned jointly or 100% foreign owned) : US $ 1,000,000
Incorporation and filing fees
Another fee expected to be paid upon submission of business registration forms is the incorporation and filing fees. The amount charged is 330 Ghana Cedis, which can be paid in cash at the RGD.
STEP 5: Business Registration Certificates Collection
After submitting your forms, it will take like 2 weeks for the process to be completed. The following documents will be issued after completing the process:
- Incorporation Certificate
- Commencement Certificate `
- Form 3 & 4
- Your Company regulations
To proof, a company’s existence in Ghana, The documents you will submit will state the name of the business, your business activities, the address of your business, the company directors’ information, your company TIN as well as the information of the shareholders among others. You can use your business certificates for any business transaction or even open a corporate account in the banks in Ghana.
Annual General Meetings
In respect to section 149 of the Companies Act, Except as provided in subsection (3) of this section, every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meetings as the annual general meeting in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting and the next;
In as much as your company holds its first annual general meeting within eighteen months of its incorporation, you don’t need to hold it in the year of its incorporation or in the following year.
For all companies limited by shares, limited by guarantee, partnership and unlimited liability, pays the sum of ¢50 for the cost of annual returns. Failure to do so shall attract a penalty of ¢350.
On the other hand, Sole proprietors and External companies pay annual returns fee for ¢25 and $600 respectively. An external company that does not file its annual returns shall be made to pay a penalty of $750.
Requirements to File for Annual Returns
- Audited Financial Statement for the year
- The Directors of the company must approve and sign the Financial Statement at the Annual General Meeting of the company.
- Fee of ¢50
- Filing Annual Returns for the Company
- All registered companies are to file annual returns each year, after 18 months of incorporation as required by section 122 of the Companies Act, 1963.
- Changes or Amendments after the registration of the Company
The shareholders may choose to make amendments like the change of business name, the business address, directors, share transfer, activity, increase in stated capital etc after the registration of the company. Amendments must be done at the Registrar General Department.
In summary, you don’t need to become overwhelmed to register your company. Registration with Registrar General’s Department is very smooth. However, forms for registration are mostly queried by the Registrar on grounds of incomplete information or misinformation provided on the forms.
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