The American Chamber of Commerce, Ghana, and the Ghana Association of Restructuring & Insolvency Advisors (GARIA) On Thursday, November 3, 2022, hosted the Registrar of Companies, Jemima Oware, for a discussion of the new Office of the Registrar of Companies (ORC) towards enhancing the Ease of Doing Business in Ghana at the 5Th AmCham/GARIA Business Meeting.
Other speakers at the event included AmCham Ghana President Ayeesha Bedwei Ibe, President of GARIA, Felix Addo, Dr. Anthony Oteng-Gyasi, Board Chairman, GRA / Executive Chairman of Tropical Cables, and Seth Asante, Chairman of ORC / Managing Partner, Bentsi-Enchill, Letsa & Ankomah.
The separation of ORC from the Registrar-General’s Department (RGD) is to focus solely on entity registrations and administration and to advance sound corporate governance principles, transparency, and ease of doing business.
The objective of the new Office is to register and regulate all types of businesses in conformity with the laws. The ORC will also discharge duties and perform functions of the Office as the Official Liquidator and Regulator of Insolvency Practitioners under the Corporate Insolvency and Restructuring Act, 2020 (Act 1015) with its amendment (Act 1031).
Under the new Act establishing the ORC;
- The Regulations (Articles of Association and Memorandum of Association) are now referred to as the Constitution.
- Companies are given the option to file a Registered Constitution or opt for one of the Three Schedules in the Act which are prototypes of the six (6) types of Constitutions under the Act as their Constitution.
- Object Clause is no more mandatory (sectors required, however).
- Objects would, however, be required by Companies regulated in a specialized sector such as Banks and Companies with Foreign Participation.
- The rules governing approval of the names by the Registrar of Companies would still apply with regard to the name of a business and how it can restrict a company to only specific objects to operate
- New suffixes have been introduced-S.21 (Limited Company (LTD), PLC, LBG, PLBG, PRUC, PUC, etc.)
- The age limit is now 18, not 21.
- No required minimum capital
- No Certificate to Commence Business
- Unclaimed Dividends are to be transferred to the ORC under sections 73 and 74 of Act 992 and managed for 7 years, after which if the dividend is still unclaimed, 50% would be transferred to the Consolidated Fund and 50% lodged in the ORC’s interest-bearing Account to be used for investor education, research, entrepreneurial development and advancement in Company Law.
- The Directors of a Company shall not appoint a person as a Company Secretary unless that person; has obtained a professional qualification or tertiary level qualification with an offering in company law practice and administration that enables the person to have the knowledge and perform the functions of a Company Secretary, has been appointed a Company Secretary Trainee or has held office under a qualified Company Secretary for at least three (3) years; or is a member in good standing of the Institute of Chartered Secretaries and Administrators or the Institute of Chartered Accountants Ghana, having been enrolled to practice, is in good standing as a Barrister or Solicitor in the Republic, or by academic qualification, or as a member of a professional body, appears to the Directors as capable of performing the functions of a secretary of the Company.
Madam Oware also hinted that under the Ghana Economic Transformation Project, being funded by the World Bank, the RGD procured a consultant to help the new ORC develop its Corporate Strategic Document and Organizational Manual and facilitate the decoupling from the RGD. These Documents she said would be ready by January 2023.
According to the Registrar of Companies, new software with efficient functionalities is being procured through the World Bank to streamline online service delivery to ensure fewer walk-ins. With the new system, a standard API will be provided for data-sharing purposes and real-time information access. Applicants will be allowed to select the bank of their choice during the registration process, and the data will be shared with the bank for account opening purposes at a fee.
In dealing with ‘GORO Boys,’ Madam Oware said, a VVIP unit will be established in the ORC located at the RGD to provide swift services at an approved fee.