Registering A Business In Ghana – Company Limited By Shares

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Starting a business in Ghana

The first step in starting a business in Ghana is to legally register the business entity at the Registrar General’s Department (RGD). There are various forms of business entities that can be registered under the laws of Ghana and it is therefore imperative to choose the right legal structure that best serves your business intentions. These are the various forms of business registration under the laws of Ghana;

• Companies Limited by shares
• Companies Limited by guarantee
• Companies with unlimited liability
• External Company
• Sole Proprietorship

With the automation at the Registrar General’s Department (RGD), business registration has become fairly easy.

All business registration forms are downloadable at http://rgd.gov.gh/index.php/forms/ or on-sale at GHS 10.00 at the RGD. Register your company in Ghana with ease, by simply following the steps outlined below.

Registering a Company Limited by shares in Ghana

STEP 1 – Company Name search at RGD

Conduct your company name search in Ghana to ensure the availability of the proposed business name for the company. Company promoters may after the name search apply to have their business name reserved for a period of 30 days.

STEP 2 – Taxpayer Identification Number (TIN) registration for all company directors, secretary and shareholders

Download TIN forms @ http://rgd.gov.gh/wp-content/uploads/2015/12/Taxpayer-registration-form-individual.pdf . All company directors, secretary and shareholders are required to register and obtain a TIN for the purposes of business registration. Complete TIN forms and attach a copy of photo ID (Drivers, passport bio-data, voters ID). TIN numbers are created within 24 to 48 hours at no charge at any Ghana Revenue Authority office.

TIN numbers can also be created for corporate organisations. This situation becomes necessary when the shares of the company being registered are held by a corporate entity. In such a scenario, the corporate organisation will obtain a TIN Form for Organisations and dully complete same and attach a letter of introduction. A TIN number will subsequently be created for the corporate shareholder.

All persons or organisations are required to have one TIN number for all their registered businesses; in case you decide to register more than one business entity or you serve as a director on several business organisations.

Information required to complete an individual TIN form include;

• Name
• Occupation
• Photo ID details
• Mother’s maiden name
• Residential and postal address
• Contact

i. TIN form for business registration

STEP 3 – Complete form 3, form 4 and company regulations

The next step is to download and complete the following forms

ii. Returns of Particulars of the company limited by shares registration form – Form 3

iii. Form 4 for company registration

iv. Regulations of a Private company limited by shares

Information required to complete the incorporation forms include

• Company name
• Registered address
• Postal address
• Principal place of business
• Business objects or activities
• Contact
• auditors details
• Authorised and issued shares
• Stated capital
• Shareholding structure
• Personal details of directors, secretary and shareholders (nationality, date of birth, occupation, residential address)

According to the Companies Act 179, all c0mpanies are required to have at least two initial directors and a secretary during the company registration process. At least one of the company directors or secretary must be resident in Ghana.

After forms are duly completed, the directors, secretary and shareholders have to append their signatures on relevant pages before submission.

STEP 4 -Pay stamp duty, business incorporation and filing fees

There are two main statutory fees to be paid at the Registrar General’s Department during company registration; these are Stamp duty, Incorporation and filing fees.

• Stamp duty is 0.5% of the stated capital. For example a stated capital of 100,000 Cedis is equivalent to a stamp duty of 0.5% x 100,000 Cedis = 500 Ghana Cedis. The minimum amount of stated capital for all 100% Ghanaian owned limited liability companies is 500 Cedis.

However, companies with joint foreign ownership, 100% foreign ownership have different stated capital requirements. The stated capital requirement for companies in this categories are;

• 100% foreign ownership –US $ 500,000
• Joint venture between foreigner and Ghanaian – US $ 200,000
• Trading enterprise (whether jointly owned or 100% foreign owned) – US $ 1,000,000
• Incorporation and filing fees are also required to be paid upon submission of business registration forms. The total cost is 330 Ghana Cedis, which is payable directly at the RGD by cash.

STEP 5 – Collect Business registration certificates

Upon submission of forms, one should expect to have the process completed in 2 weeks, after which the following documents will be issued;

• Certificate of incorporation
• Certificate of commencement ` `
• Form 3 & 4
• Company regulations

These are the legal documents of proof of company’s existence in Ghana. The documents will indicate clearly the business name, activities, business address, directors’ details, company TIN as well as shareholders information among others. The business certificates can be used for any business transaction or open a corporate bank account with any of the commercial banks in Ghana.

 Article supplied by Firmus Advisory LTD