Sometimes, people are oblivious to the fact that a Not-for-Profit or Non-Governmental Organization (NGO) is also termed as a company limited by guarantee. A private company limited by guarantee is a form of business structure often used by non-profit organizations, clubs, co-operatives, social enterprises, community projects, membership organizations and charities to serve social, charitable, community-based or other non-commercial causes.

Not-for-profit organisations or Guarantee companies typically retain any surplus income for re-investment or use it to promote the non-profit objectives of the business rather than distribute profits to members. Most Not-for-profits / NGOs are not within the tax net of the central government. We are happy to share with you procedures to follow as well as the requisites for registering a Non-Governmental Organization at the Registrar General's Department.

Requirements for registering a company limited by guarantee (NGO / Not-for-profit)

  • The name of the organisation(at least 2 names for name search)
  • The full names of the Executive Council Members, Subscribers and Secretary
  • An official fee of Two hundred and Seventy Ghana Cedis.(GH? 270)
  • Address of company (digital address, building name, street name, House Number)
  • Address of the Executive council members, Subscribers and Secretary.
  • Tax Identification Number for Executive council members, Subscribers, Secretary.
  • Residential address of Executive council members, Subscribers, Secretary.
  • Passport biodata pages of Executive council members, Subscribers and Secretary (For TIN, where applicable)
  • Name and address of Auditors

NB: The auditor or auditing firm must be credible.

  • Address of registered office, principal place of business

What is the cost of registering an NGO / Not-for-Profit or Company limited by guarantee?

The total statutory cost for registering an external company in Ghana is 270 Cedis. This fee is payable directly to the Registrar General's Department.

Procedures for registering a company limited by guarantee (Not-for-profit / NGO)

Applicants may purchase a set of prescribed regulatory documents and a set of form 3s from the Registrar General's Department at GH?9.50 or download all business registration forms online, http://rgd.gov.gh/index.php/forms/ . To register a company limited by guarantee, these are the necessary steps that applicants must undertake;

STEP 1 - Company name search

A business name, also known as a company name, is simply a name or title under which an organization or other legal entity trades. If you want an exclusive right to that name, it is vital to do a name search of your intended name to check if a similar or identical name of an organization in your field does not exist before you can proceed.

In choosing the name for a Not-for-profit one must make sure that the name is;

  • Meaningful- Does the name support the positioning and reflect the essence of the organization?
  • Relevant- Is the name relevant to the key audiences you are trying to reach. ( target market, donors, volunteers)
  • Distinctive- Does the name stand out from the names of other organizations in your community?

The RGD may reject names which in its opinion are too similar to existing names, misleading, offensive, and undesirable or violate existing trademarks. It is advisable to submit alternate company names. Be creative with the company names in order to avoid all being similar to existing company names or trademarks registered by the RGD.

STEP 2- Apply for a Tax Payer Identification Number (TIN)

All secretaries are mandated to secure a TIN in order to successfully process registration. Applicants would be required to provide the TIN of the board members and secretary on the form provided. In case the board members and secretary do not have it, there is a taxpayer identification number form applicants must complete in order to secure a tin.

Information required to complete an individual TIN form include;

  • Name of applicant
  • Occupation
  • Photo ID details
  • Mother's maiden name
  • Residential and postal
  • Contact of applicant.

Please note that, for a Ghanaian applicant, you are required to add your Ghana card ID to the complete TIN form. Foreigners are required to attach a copy of the biodata page of their passport. For foreigners who do not reside in Ghana but intends to incorporate a company in Ghana, you must write a letter confirming that you live outside Ghana stating your foreign address. It must be notarized by a notary public in the foreigner's home country. The letter must be addressed to the Registrar of Companies.

STEP 3 - Complete Company limited by guarantee form 3B

Information required to complete the form 3B include;

Form 3B - Private Limited by Guarantee

Information required to complete the form

  • Company Name
  • Nature of Business (Give a brief description of the company's business activities
  • Registered Office
  • Digital Address
  • House Number/Building or flat Name
  • Street Name
  • City
  • District
  • Region
  • Principal Place of Business
  • Digital Address
  • House Number/Building or flat Name
  • Street Name
  • City
  • District
  • Region
  • Other place of business if any
  • Personal details of Executive Council Members, secretary and subscribers (nationality, date of birth, occupation, contact, email and residential address)
  • Tax Identification Number of Executive Council Members, Secretary and Subscribers
  • Auditor's details

1. Form 26(A) - Consent to act as a company director form.

Section 172 (2)(b) of the companies Act, 2019, Act 992 states that;

" (2) A person shall not be appointed as a director of a company unless the person has, before appointment;

(b) Consented in writing to be a director and filed the consent twenty-eight days."

iii. Form 26(B) - Consent to act as a company secretary form.

According to the Companies Act, 2019, Act 992, section 211(8);

"The Company Secretary shall, before assuming office, lodge with the company for onward transmission to the Registrar, the written consent to serve as a Company Secretary".

Information required to complete this form

  • Company Name
  • Personal details of the secretary (Name, Residential Address, Postal Address, Mobile Number and qualification)
  • Signature
  • Date

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.