Ghana
Incorporation
The requirements for incorporating a company limited by shares (‘LLC’) in Ghana at the Registrar-General’s Department “RGD” are as follows:
- Finding the Company Name
The incorporation process begins with ascertaining the availability of the proposed name of the Company. This typically takes between 1-5 (one to five) days. There is also the option to reserve a name with the RGD, and a reserved name is valid for 30 (thirty) days. The RGD may reject names which in its opinion are too similar to existing names, misleading, offensive, undesirable or violate existing trademarks or business marks. It is advisable to submit alternate company names and to be creative with the company names in order to avoid them all being deemed too similar to existing company names or trademarks by the RGD.
2. Completing the RGD Forms
Once you have the name reserved, it is time to complete your RGD documents.
The requirements for incorporating a company limited by shares (‘LLC’) in Ghana at the Registrar-General’s Department “RGD” are as follows:
- Finding the Company Name
The incorporation process begins with ascertaining the availability of the proposed name of the Company. This typically takes between 1-5 (one to five) days. There is also the option to reserve a name with the RGD, and a reserved name is valid for 30 (thirty) days. The RGD may reject names which in its opinion are too similar to existing names, misleading, offensive, undesirable or violate existing trademarks or business marks. It is advisable to submit alternate company names and to be creative with the company names in order to avoid them all being deemed too similar to existing company names or trademarks by the RGD.
2. Completing the RGD Forms
Once you have the name reserved, it is time to complete your RGD documents.
Form 3 (Application to Register a Company with Shares): The Applicant will be required to complete this form with details of the directors, secretary, shareholders, and auditor of the company. The Applicant would need to provide the name, age, nationality, Tax Identification Number (‘TIN’), occupation, postal and physical address of the officers of the company, as well as the physical and postal registered address, contact details and the objects of the company.
Consent Forms and Statutory Declaration:
Form 26 A (consent to act as a director): The consent of each proposed Director is required and accompanies the completed application form.
Form 26 B (Consent to act as Secretary): The consent of the proposed secretary is required and accompanies the completed forms.
Form 26 C (Statutory Declaration): A statutory declaration by each of the proposed Director is required and accompanies the completed forms. The statutory declaration should indicate that the proposed Director within the preceding 5 years has not been charged or convicted of a criminal offense involving fraud or dishonesty, promotion, incorporation or management of a company or declared insolvent, or if declared insolvent, the particulars of the insolvency.
Beneficial Ownership Declaration Forms: Where the Applicant intends to incorporate a company that will have a beneficial owner, the Applicant is required by law to disclose the details of this beneficial ownership using any of the beneficial ownership declaration forms. The specific form to be used will depend on whether the beneficial owner is a natural person, a listed company or a government-owned company.
3. Constitution
The Constitution of the company are the rules which govern the operation of the company. You will be required to complete this form with details such as the number of shares the company is registered with, who the shareholders of the company are and the respective shareholding proportions between its members. The minimum stated capital a company limited by shares may have is Currently GHS 500 (five hundred Ghana cedis ). An applicant may hire a Ghanaian lawyer to draft the Constitution or alternatively use the standard Constitution issued by the RGD for free. Per Section 23 of the Companies Act 2019 (‘Act 992’), the more appropriate term used to refer to the rules which govern the company is ” a Constitution” and not regulations as used in the repealed Companies Act (‘Act 179’).
Again, section 23 of Act 992 makes it optional for a company to have a registered constitution. And where the company decides not to have a registered constitution, there is a default constitution in the 2nd schedule for a private company limited by shares, the 3rd schedule for a public company limited by shares, and the 4th schedule for a company limited by guarantee under Act 992, which will be used to regulate the company.
4. Tax Identification Numbers (‘TIN’)
Each officer and member of the company must have a TIN when incorporating a company. Where an officer (Director, Secretary etc.) does not have a TIN there is the need to obtain one for the officer. Registration occurs with the Ghana Revenue Authority (GRA), is free and typically takes 1-3 (one to three) days to complete. A valid form of identification is required: a colored Bio-data page of passport stamped and notarized by a notary public, National Identity card, Driver’s License, or Voters Identification Card. One may also apply to the Registrar of the RGD for permission to use another form of identification.
5. Pay Filing Fees and Capital Duty
Once all the documents above are completed and signed, they are submitted to the RGD for payment of filing fees and the capital duty. Capital duty in Ghana is assessed as 0.5% (half a percent) of a company’s stated capital while the official incorporation and filing fees for an LLC is GHC 330 (as at February 2022).
Minimum Capital Requirement
One important thing to note – If the company has one or more foreign shareholders, different minimum stated capital requirements apply to it. These Minimum Capital Requirements are provided for by the Ghana Investment Promotion Center (‘GIPC’).
In a fully foreign owned company, the minimum stated capital requirement is USD 500,000 (five hundred thousand). In a fully foreign owned company engaged in trading the minimum stated capital requirement is USD 1,000,000 (One Million). In a joint venture between a Non-Ghanaian and a Ghanaian, the minimum stated capital of the company is USD 200,000 (two hundred thousand).
Below are the fees you are likely to pay for incorporation:
A Ghanaian Company
GHS 330 (for official fees) + 0.5% of GHS 500 (stated capital)
= GHS 330 official fees + GHS 2.50
A wholly foreign owned company
GHS 330 (for official fees) + 0.5% of USD 500,000
= GHS 330 + USD 2500
A joint venture company with Ghanaian and Non-Ghanaian
GHS 330 (for official fees) + 0.5% of USD 200,000
= GHS 330 + USD 1000
At the Bank prevailing as at 22nd February 2022 Exchange Rate 1 Dollar = GH₵6.541
6. Submission of Documents
When the filing fees and the capital duty has been paid, the documents are verified and filed at the RGD. If there are no objections, it takes approximately a few weeks to complete the process after all documentation has been submitted. Clients will receive their original certificate of incorporation, and certified true copies of Form 3, and the Constitution of the Company.
There are several government agencies that regulate and control Ghana’s business environment and operations. These agencies, typically established by a legislative Act, are responsible for setting the standards for doing business in Ghana and operating in a specific sector or industry, and for enforcing those standards.
It is important to note that some of the regulatory agencies are industry specific.
We have summarized below some of the key regulatory agencies that are relevant to a Ghanaian company with foreign participation.
Regulatory Agency | Functions |
Registrar General’s Department(RGD) | The Department’s mission is to ensure efficient and effective administration of entities. It deals with the registration and regulation of Businesses, Industrial Property, Marriages, Administration of Estates and Public Trust. The Department further provides friendly services and accurate data for national and economic development.
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Ghana Investment Promotion Center (GIPC) | The GIPC is responsible for many things, including advising on potential investments, identifying projects that deserve investment promotion, granting incentives for investing, investor support services, registering agreements dealing with the transfer of technology, and negotiating bilateral treaties regarding investments. |
Ghana Revenue Authority (GRA) | GRA’s core mandate is to ensure maximum compliance with all relevant tax laws to ensure a sustainable revenue stream for the government, trade facilitation, and a controlled and safe flow of goods across the country’s borders. |
Ghana Free Zones Authority (GFZA) | The GFZA provides an enabling environment for the establishment of free zones to promote economic development in the country. The free zones concept is intended to promote foreign investment as it demands that companies that set up within the free zones export at least 70% of their goods or services. Within the free zones, both foreign and local investors have the same status and investment guarantees are granted to investors who apply. |
One-stop shop and IT options
You can easily access the RGD online services at:
