Corporate Law at Ghana
Here’s an overview of Corporate Law in Ghana:
Corporate Law in Ghana
1. Legal Framework
Governed primarily by the Companies Act, 2019 (Act 992) — the main legislation regulating companies.
Also influenced by the Companies Code, 1963 (Act 179) (older law, largely replaced).
Other relevant laws include securities regulations, business registration laws, and investment codes.
Ghana’s legal system is based on common law principles.
2. Types of Business Entities
Private Limited Company (Ltd.)
Most common business type.
Limited liability for shareholders.
Minimum 1 and maximum 50 shareholders.
Public Limited Company (PLC)
Can offer shares to the public.
Requires at least 7 shareholders.
Sole Proprietorship and Partnerships
Governed by separate laws.
Companies Limited by Guarantee
Typically for non-profits or NGOs.
3. Company Formation and Registration
Companies are registered with the Registrar General’s Department (RGD).
The registration process includes:
Name reservation
Submission of incorporation documents (Memorandum and Articles of Association)
Payment of fees
Issuance of a Certificate of Incorporation
Registration is now largely digital and can be completed within a few days.
4. Corporate Governance
Companies must have:
At least one director (private companies), three directors for public companies.
Company secretary (mandatory for public companies).
Annual General Meetings (AGMs).
Directors owe fiduciary duties to the company.
Financial statements must be prepared and submitted annually.
5. Capital and Shares
No minimum capital required for private companies.
Shares can be issued in different classes.
Transfer of shares may be restricted by company constitution in private companies.
Public companies have freely transferable shares.
6. Taxation
Corporate tax rate: 25%
Other taxes: VAT, withholding taxes, and Ghana’s National Health Insurance Levy.
Tax incentives available for specific sectors, such as manufacturing and agriculture.
7. Foreign Investment
Ghana is open to foreign investors.
The Ghana Investment Promotion Centre (GIPC) oversees foreign investment.
Certain sectors require GIPC registration for foreign investors.
No general foreign ownership restrictions except in a few strategic sectors.
8. Dispute Resolution
Commercial disputes are handled by courts or arbitration tribunals.
Arbitration is increasingly popular and supported by law.
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