Registering Businesses in Ghana

REGISTERING
BUSINESSES IN GHANA

DR. GEORGE ACHEAMPONG

 BASIC FORMS OF BUSINESS OWNERSHIP

 Sole Proprietor
 business owned by only one person. It is easy to set-up and is the
least costly among all forms of ownership.
 Partnerships
 a business owned by two or more persons who contribute resources
into the entity. The partners divide the profits of the business among
themselves.
 Companies/Corporations
 business organization that has a separate legal personality from its
owners.
 Cooperatives
 business organization owned by a group of individuals and is
operated for their mutual benefit.
BASIC FORMS OF OWNERSHIP

Registering Businesses in Ghana

 SOLE PROPRIETORSHIPS
 Benefits
 You can start up the business with ease
 You can make all your own decisions
 You get to keep all the profits
 Your taxes are relatively simple
 You can close the business with ease
 Drawbacks
 You have unlimited financial liability
 You have limited financial resources & few fringe benefits
 You have limited management resources
 You will be investing a lot of time in the company
 Many businesses end when the owner dies or retires

Registering Businesses in Ghana

 PARTNERSHIPS

 Types  Advantages
 General  Ease of start up
 Increased financial
 Limited resources
 Master Limited  Increased management
 Limited Liability resources
 Taxes are simple
 Drawbacks
 Personality or
partnership conflicts
 Unlimited liability
 Hard to end or pass
along partnerships
Registering Businesses in Ghana
CORPORATIONS
 CORPORATIONS

 Advantages
 Little or no liability
 Possible tax breaks
 Increased financial resources
 More managerial expertise
 Ease of selling
 Drawbacks
 Lots of start-up paperwork and costs, some on-going
 Can be taxed twice
 Need to publicly disclose financial information
 Tough to end the corporation

Registering Businesses in Ghana

SETTING UP A COMPANY IN GHANA

 In Ghana, business can be conducted under

either a limited liability company (local
company) incorporated under the laws of the
Republic of Ghana or an external company
(branch).

 The regulator responsible for this is the

Registrar General’s Department (RGD).

Registering Businesses in Ghana

 TYPES OF COMPANIES

 Local company
 This is a company limited by shares
incorporated under the Ghana Companies
Act, 1963 (Act 179).

 A local company can be either wholly or

partly owned by a non-Ghanaian

Registering Businesses in Ghana

 REGISTRATION REQUIREMENTS OF A LOCAL
COMPANY

 The registration of a local company involves the filing of the

regulations of the company with the RGD, in order to obtain
certificates of incorporation and commencement of business.
 The registration documentation will require the following
information:
 • Name of company;
 • Nature of business of the company;
 • First directors (at least two), one of whom should be present
in Ghana at all times;
 • Number of shares with which the company should be
registered (shares of no par value);
Registering Businesses in Ghana
 REGISTRATION REQUIREMENTS OF A LOCAL
COMPANY…..

 • Name and address of auditor;

 • Address of registered office and principal place of
business;
 • Authorized number of shares;
 • Stated capital;
 • Issued shares;
 • Name and address of subscribers/shareholders;
and
 • Company secretary.
Registering Businesses in Ghana
 INCORPORATION OF LIMITED
LIABILITY COMPANIES
 Applicant may purchase a set of Limited Liability Forms from
the in-house bank at GH 10 cedis.
 Lodge the following document at the Registry after
completion.
 Declaration
 Consent letter from qualified Auditors.
 Pay a prescribed fee of GH 230 cedi and a 0.5 % stamp duty
on stated capital.
 Registrar issues certificate of incorporation and certificate to
commence business.

Registering Businesses in Ghana

 INCORPORATION OF LIMITED LIABILITY
COMPANIES CONT.

 Time Frame: Three(3) working days.

 Renewal each year at GH 50 cedis

 COMPANIES LIMITED BY GUARANTEE

 Applicant may purchase a set of prescribed regulations and a set of Form
3 from the in-house bank at GH 9.50 cedi.
 Completed forms should be submitted at the Registry with a payable fee
of GH 270.00 cedi.
 Lodge the following document at the Registry after completion.
 Declaration

 Consent letter from qualified Auditors.

Registering Businesses in Ghana

INCORPORATION OF LIMITED LIABILITY
COMPANIES CONT.

 Registrar issues certificate of Incorporation

and certificate to commence business.

 Time Frame: Within five working days.

 Renewal each year at GH 50 cedi.

Registering Businesses in Ghana

 TYPES OF COMPANIES CONT…

 External company

 An external company (also known as a

branch) is a body corporate formed outside
the Republic of Ghana that has an
established place of business in Ghana.

Registering Businesses in Ghana

 REGISTERING AN EXTERNAL COMPANY

 Information and documents required for registering an

external company are as follows:
 • Name of company (name of head office entity);
 • Nature of business;
 • Name and details of local manager;
 • Authorized capital (for head office);
 • Issued capital (for head office);
 • Address of principal place of business in Ghana;

Registering Businesses in Ghana

REGISTERING AN EXTERNAL COMPANY…

 • Address of registered office in country of

incorporation;
 • Name and address of process agent;
 • Memorandum and articles of association of
head office, duly notarized by a notary public in
the country of registration;
 • A power of attorney executed in favor of the
local manager, which must be notarized as well;
and
 • Certificate of incorporation of Head Office.
Registering Businesses in Ghana
 REGISTERING AN EXTERNAL COMPANY

 Applicant may purchase and complete Forms 20 and

21 from the Ghana Publishing Company Limited.
(Now Assembly Press)
 Submit duly completed forms at the in-house bank
together with the following:
 Either
 A certified true copy of the Memorandum and the Articles of the
Association of the Company registered outside Ghana in English
 A certified true copy of the Certificate of Incorporation.
 Power of Attorney to the Local Manager

Registering Businesses in Ghana

 REGISTERING AN EXTERNAL COMPANY
CONT..

All the constitution of the External Company

 All these duly endorsed by the Ghana Mission in the
Country if any or the nearest country where there is
Ghana Mission.
 Pay prescribed fee of US$1200 or cedi
equivalent.
 The Registrar examines registers and notifies the
local manager in writing.
 Filling of annual returns each year at US$600 or
Cedi equivalent.
Registering Businesses in Ghana
 INCORPORATION OF PARTNERSHIP

 Applicant may purchase and complete Form “A” for Incorporation of

Partnership from the in-house bank at GH 3.50 cedi.

 Present duly completed form together with a stamped partnership

agreement at the Registry.

 Pay prescribed fee of GH 160.00 cedi.

 Registrar examines document and issues certificate of registration.

 Time Frame: Within five working days.

Registering Businesses in Ghana

 REGISTERING BUSINESS NAMES

 Applicant may pick up a prescribed Form A from

the in-house bank at GH 3.50cedi.
 Submit filled forms at the bank in addition with a
processing fee of GH60.00 cedi
 Registrar examines and issues business
registration certificate as well as certified true
copy of the form to be submitted as attachment
 Renewal each year at GH 25.00 cedi.

Registering Businesses in Ghana

 FURTHER REGISTRATIONS

 Statutory/regulatory registration

 Apart from incorporating or registering

entities with the RGD, entities are required to
be registered with other regulatory bodies
(as discussed below) as well, depending on
the industry that the companies will be
operating in.

Registering Businesses in Ghana

 Ghana Investment Promotion
Centre (GIPC)
 Under the GIPC Act, all companies in which
there is foreign participation are required to
register with the GIPC, except for companies
operating in the mining and petroleum
industry.

Registering Businesses in Ghana

 The following are the minimum capital requirements under
the GIPC Act:
 a. A joint venture with Ghanaian participation requires
US$200,000 (in either cash or capital goods) to be
contributed by the foreign partner. The partner who is a
citizen shall not have less than ten percent (10%) equity
participation in the joint enterprise.
 b. An entity wholly owned by a non-Ghanaian requires
foreign equity capital of US$500 000 in either cash or capital
goods.
 c. A trading entity either wholly or partly owned by a non-
Ghanaian requires US$1 000 000 in either cash or capital
goods. Registering Businesses in Ghana
 Companies in other sectors require GH¢500
(approximately US$208) for private
companies and GH¢2 000 (approximately
US$833) for public companies; however, they
are all made to pay the GIPC’s capital
requirement.
 An external company does not require
foreign equity capital.

Registering Businesses in Ghana

 Ghana Free Zones Board (GFZB)

 Companies operating in industries other

than mining, petroleum and timber can
obtain a license from GFZB to operate as a
free zone entity. To qualify for this, the entity
needs to export at least 70% of its goods or
services. GFZB registration enables the
company to enjoy a tax holiday for a 10-year
period; thereafter, it will be required to pay
corporate tax at a maximum rate of 8%.

Registering Businesses in Ghana

 Minerals Commission (MC)

 All mining and mine support service

companies are required to register with the
MC in order to operate in the mining sector.
The registration entitles them to certain
incentives, such as support for the grant of
expatriate immigration quota and exemption
from import duties.

Registering Businesses in Ghana

 Petroleum Commission (PC)

 All entities in the upstream oil and gas sector,

whether contractors or subcontractors, are
required to register with the PC and pay the
requisite registration fees.

Registering Businesses in Ghana

 Social Security and National Insurance
Trust (SSNIT)
 Every employer is required by law to
register with SSNIT and make social security
contributions in respect of its employees.

Registering Businesses in Ghana

 Ghana Revenue Authority

 All entities carrying on business in Ghana

are required to register with the Ghana
Revenue Authority for tax purposes.

Registering Businesses in Ghana

 Other regulatory bodies

 Companies operating in certain specific

industries, such as banking, insurance, etc.,
need to obtain licenses from their relevant
regulatory bodies.

 For example, banks need to obtain a license

from the Bank of Ghana, and insurance
companies need to obtain a license from the
National Insurance Commission.

Registering Businesses in Ghana

 WORK PERMIT

 Work permits can be obtained from either the GIPC

in the form of an AIQ or the Ghana Immigration
Service (GIS)/Ministry of Interior (MoI), depending
on what type of industry the proposed applicant will
be working in.

 Applicants engaged by companies in the mining and

petroleum industries, as well as NGOs, have to apply
to the GIS/MoI while applicants engaged by
companies in other industries have to apply to the
GIPC.
Registering Businesses in Ghana
 WORK PERMIT CONT…

 Currently, companies in industries other than

mining and petroleum can also apply to
GIS/MoI for work permits in addition to the
AIQ granted by the GIPC and this is granted
at the discretion of the GIS/MoI.

Registering Businesses in Ghana

 THANK YOU

Registering Businesses in Ghana