A foreign shareholder is required to satisfy this minimum equity capital either in cash transferred through Ghana’s banking system or its equivalent in the form of goods, plant and machinery, vehicles or other tangible assets imported specially and exclusively to establish the enterprise. The imported items must be covered by a Destination Inspection Report issued by an accredited inspection company, stating the value and condition of the goods. Consideration for goodwill of a business or services rendered by partners cannot be used to satisfy the minimum foreign equity capital.

Wholly foreign-owned enterprises must have a minimum paid up capital, the equivalent of US$50,000 in all areas of economic activity except import trading, where the minimum equity capital requirement is US$300,000. As regards export trading and liaison (external) offices, there is no minimum foreign equity requirement.

We are able to apply for registration of a business on your behalf with the Registrar-General. Forming a company in Ghana can take from 3 to 10 working days.

A company is duly registered after the company’s regulations have been submitted to the registrar of companies and a certificate of incorporation issued. A fee of ¢560,000.00 is paid on presentation of the regulations. The following information is required

• the name of the company with the word “Limited” as the last word in the name
• nature of the company’s business
• particulars of directors (at least two one of whom must be resident in Ghana) and a secretary
• name and address of auditors (together with a letter of consent from the auditors)
• full addresses of the company’s registered office and principal place of business
• full address at which register of members is maintained (usually the same as the registered office)
• amount of stated capital (minimum of ¢5,000,000); number of authorized and issued shares, amount paid (other than cash), and amount due for each class.
• a statement that the liability of the company is limited;
• the share capital and its division into shares of no par value;
• limitation on the powers of the Board of Directors in accordance with section 202 of the Companies Code;
• any other lawful provisions relating to the constitution and administration of the company

Before commencing business, further information on the company must be provided. This includes the particulars of the company and a declaration of compliance.
The declaration of compliance is made on Form No.4. This states that the conditions of section 28 of the Companies Code pertaining to a minimum capital issue has been paid and signed by all directors and the secretary of the company. There is a stamp duty of 0.5 per cent on capital issued payable. Upon due completion and presentation of the forms, the registrar issues the company with a certificate of commencement of business. A filing fee of ¢100,000.00 is also charged for the filing of these documents

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Within one month of the establishment of the place of business, the external company should deliver to the registrar of companies the following:

• an English language translation of a certified copy of the charter, statutes, regulations, memorandum and articles or other instrument constituting or defining the constitution of the company,
• statement of the following in duplicate:
o name
o nature of business or main objects
o name, address and business occupation of the local manager authorized to manage the business in Ghana
o number of authorized shares, amount paid and what is remaining payable in cash or otherwise
o address of its registered or principal office in the country of its incorporation
o address including post office box number of its principal place of business in Ghana
o name and address in Ghana of a person authorized by the company to accept service of process and other documents on its behalf
o particulars and copies of any charges on the property of the company or if no such charges, then statement to that effect.

On receipt of the documents, they are registered in the Registrar of External Companies and the particulars published in the gazette.

As part of the service we provide under our Company formations package, we will ensure that all forms are properly completed and lodged with the Registrar of Companies. We will also facilitate a speedy registration process.

At the end of the registration process we will provide you with:
• Full set of company documents, certificates (including certified duplicates of certificates for presentation and framing)
• all statutory registers
• Frames for Certificates
• Presentation Box for safekeeping of all Company documents
• Company stamp
• Company Seal (for an extra US$50.00)

Our professional fee for registering a company with the Registrar General’s Department will be ¢2,000,000.00 per company excluding VAT (12.5%) and NHIL (2.5%). Kindly note that out-of-pocket expenses incurred in providing any of the above services, such as filing and other statutory fees & duties, communication, business secretarial and transportation expenses, will be billed at cost.

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Free Zone licensing fees:

While associations may exist and operate without acquiring any distinct legal personality, the laws of the Republic of Ghana permit the operation of non-profit organisations under two main forms which is designed to provide the NGO with a legal personality permitting them to hold and manage their assets and liabilities in accordance with various rules. The first is as a company limited by guarantee and the second is as a trust incorporated under the Trustee (Incorporation) Act 1962, Act 106 as amended by the Trustees (Incorporation) (Amendment) Law 1993, PNDCL311.

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Where an association is likely to enter into contracts, such as, employment contracts, purchase of land, buildings or property, service contracts, it may need the benefit of limited liability to protect its Executive Council and its members, who may be involved on a voluntary basis. Registering your association as a company limited by guarantee provides it with a clear legal identity. This provides the ability for the company to own property in its own name and the participants are required to adhere to the laws and regulations governing limited companies generally. A guarantee company does not have shares. The members of the company do not own the company but rather form an Executive Council who comprise the decision making body of the company. This means that the profits of the company cannot be distributed to the members through dividends and that they do not have any claim upon the assets of the company. The members of the company may appoint people who also enjoy limited liability, provided that they have not acted negligently, or fraudulently, or have not permitted the guarantee company to continue trading when it was insolvent to create and implement policies for the company.

The operations of the company limited by guarantee are governed by the Regulations of such company. These Regulations set out the objects of the company and the powers which may be exercised to meet these objects. The Regulations of the Company should state the amount of each members contribution and include a statement that the income and property of the company shall be applied solely towards the promotion of its objects, and that no portion thereof shall be paid or transferred directly or indirectly to the members of the company except as permitted by the Regulations.

The Regulations provide for other administrative matters such as when meetings of the company will be held and proceedings of the meetings. They also state the voting rights of members, number of trustees and the powers of the trustees. The Regulations will also include the procedures for appointing and retirement of members and officers of the company.
The Regulations should also set out what the company limited by guarantee is set up to do, which should be described clearly and unambiguously in the Regulations, using words with commonly accepted meanings.
The Companies Code 1963 (Act 179) prescribes a set of regulations for use by a company limited by guarantee. We attach a copy of these standard regulations for your review.

A company limited by guarantee may be registered with the Registrar General’s Department within seven (7) working days for a fee of ¢560,000. On receipt of a certificate of incorporation, the company needs to be registered with the Department of Social Welfare by written application which must be submitted with four (4) copies each of the company’s certificate of Incorporation, Regulations as well as its internal constitution. This process will involve an inspection of its operating site by the Department and may take anywhere from 14-21 days.

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Most business registered under this Act cease operations with the death or disability of the owner.

To register a business under the Business Names Act, the sole proprietor needs to provide the following information, amongst others, to the Registrar of Companies for registration:

• the name of the enterprise;
• nature of the business;
• the name of the proprietor, his age and nationality;
• the proprietor’s usual residence and business occupation;
• the principal place of business; and
• the date of commencement of business.

From the date of its registration, partnerships assume the status of a body corporate under the firm name distinct from its partners of whom it is composed. Nevertheless, each partner is without limitation liable for the debts and obligations of the firm.

Under the Partnership Act, members and other partners alike are bound by the acts of their fellow partners acting within the ordinary scope of the partnership business.

To register a Partnership, the partners need to conclude a Deed of Partnership which should include the following:

Certain elements are necessary to create a legal trust, these include a settlor, trustee, beneficiary, trust property and trust agreement. The person who provides the property or assets to be administered and creates a trust is called a trustor. This person may also be referred to as the "grantor," "donor" or "settlor."

The trustee is the individual, institution or organization that holds legal title to the trust property and is responsible for managing and administering those assets. In some cases, a trustor can serve as the trustee. It is also possible for two or more trustees to serve together, or for both an individual and an organization to act as co-trustees. Separate trustees may also be named to manage different parts of a trust estate.

The beneficiary is the person who is to receive the benefits or advantages (such as income) of a trust. In general, any person or entity may be a beneficiary, including individuals, corporations, associations or units of government.

To be valid, a trust must hold some property to be administered. The trust property may be any asset, such as stocks, real estate, cash, a business or insurance. In other words, either "real" or "personal" property may constitute trust property which is made subject to the trust by transfer to the trustee. Trust property may also include some future interest or right to future ownership, such as the right to receive proceeds under a life-insurance policy when the insured dies.

The trust agreement is a contract that formally expresses the understanding between the settlor and trustee. It generally contains a set of instructions to describe the manner in which the trust property is to be held and invested, the purposes for which its benefits (such as income or principal) are to be used, and the duration of the agreement.
Trust agreements may be expressed in writing, by oral agreement or may be implied, and the settlor usually has considerable latitude in setting the terms of the trust. To be enforceable, a trust involving an interest in land must be in writing.

A trustee holds legal title to the trust property and is given broad powers over maintenance and investment. To ensure that these duties are properly carried out, the law requires that the trustee act in a certain manner. In general, a trustee must:
(i) Act in accord with the express terms of the trust instrument;
(ii) Act impartially, administering the trust for the benefit of all trust beneficiaries;
(iii) Administer the trust property with reasonable care and skill, considering both its safety and the amount of income it produces;
(iv) Maintain complete accounts and records; and
(v) Comply with statutory duties, such as filing tax returns for the trust and paying required taxes.

The trustee must administer the trust property only for the designated beneficiaries and may not use trust principal or income for his or her own benefit. In other words, a trustee is usually prohibited from borrowing or buying from the trust, from selling his or her own property to it, and from using the trust assets as collateral for a personal debt.

Section 1 of Act 106 provides that “the Trustees of any unincorporated voluntary associations of persons or body established for any religious, educational, literary, scientific, sports, social or charitable purposes shall apply to the Minister for a certificate of registration as a corporate body.” The Minister may, having regard to the extent, nature, and objects and other circumstances of such body or association, grant subject to certain conditions, grant a certificate accordingly, subject to such conditions or directions generally as he thinks fit to insert in the certificate.

Upon the grant of the certificate, the trustees shall acquire corporate identity by the name described in the certificate, and shall have perpetual succession and an official seal, and power to sue and be sued in such corporate name, and subject to the conditions and directions contained in the said certificate, to hold and acquire, and by instruments under the official seal to convey, assign, and demise any land now or hereafter belonging to, or held for the benefit of, that body or association, in like manner, and subject to such restrictions and provisions as the trustees might, without such incorporation, hold or acquire, convey or assign, or demise the land for the purposes of that body or association.

The application should be in writing and must contain the following information:
• The objects of the body or association, and the rules and regulations of the same, together with the date of, and parties to, every deed, will, or other instrument (if any) creating, constituting, or regulating the same.
• A statement and short description of the land which at the date of application is possessed by, or belonging to, or held on behalf of the body or association.
• The names, residences, and additions of the trustees of the body or association.
• The proposed title of the body corporate, of which title the words "trustee(s)" and "registered" shall form part, unless the Minister otherwise directs.
• The proposed device of the official seal.
• The regulations for the custody and use of the official seal.

The Minister may request further evidence or verification of the statements made in the above application as he may think fit.