|Setting up Business in Ghana|
An entrepreneur, irrespective of nationality, can set up a business enterprise in Ghana in accordance with the provisions of any of the following legal instruments:- The Companies Code, 1963 (Act 179); the Partnership Act, 192 (Act 152) and the Business Name Act, 1962 (Act 151).
A foreign investor may team up with a Ghanaian entrepreneur or company for a joint venture, usually in the form of a partnership or a limited company. However, under the Ghana Investment Promotion Centre Act, 1994 (Act 478), a minimum equity capital of US$10,000 is required from any foreign investor who intends to enter into a joint venture partnership with a Ghanaian. The 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.
Foreigners are permitted 100-per-cent ownership of an enterprise provided he/she satisfies section 19 (2b) of the GIPC Act, 1994 (Act 478). Wholly foreign-owned enterprises must have a paid-up capital the equivalent of US$50,000.
Application for registration of a company is made directly, or through agents or solicitors, to the registrar-general. 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 specified fee is paid on presentation of the regulations. The information required includes the name of the company with the word “Limited” as the last word in the name; the nature of the company’s business; names of the directors of the company and the shares capital and its division into shares of no par value.
An external company is a body corporate formed outside Ghana but which has an established place of business in Ghana. This can take the form of a branch, management, share, transfer, registration office, factory, mine or other fixed place of business, but does not include an agency unless the agent is authorised to negotiate and conclude contracts on behalf of the outside company.
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; nature of business or main objects; name, address and business occupation of the local manager authorised to manage the business in Ghana; number of authorised shares, amount paid and what is remaining payable in cash or otherwise and address of its registered or principal office in the country of its incorporation; address including post office box number of its principal place of business in Ghana; name and address in Ghana of a person authorised by the company to accept service of process and other documents on its behalf, 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 Register of External Companies and the particulars gazetted.
An external company may invite the Ghanaian public to subscribe to its shares, subject to its complying with requirements of the Companies Code concerning invitations and the prospectus as if it were a Ghanaian company. The registrar, however, has the discretion to waive or modify parts of these requirements.
Annually, or at intervals not exceeding 15 months, the external company must submit for registration, a profit-and-loss account and balance sheet (as in the limited liability return of accounts).
Alterations made in the charter, statutes, regulations, articles or other instruments used in registration should be delivered to the registrar within two months of the effective date of the alteration.