Registration Of A Company Limited By Shares In Ghana

Starting a business in Ghana as a Company Limited by Shares is the commonest and flexible legal structure available to both local and foreign investors. It offers limited liability protection, allows for single or multiple shareholders, and is ideal for profit-oriented ventures. However, understanding the registration process, requirements, fees, and post-incorporation obligations can be overwhelming especially for first-time business owners or foreign investors.

This guide breaks down the entire registration process in simple terms from choosing a business name, meeting statutory requirements, and completing the necessary forms, to staying compliant after incorporation. Whether you're registering online or through a legal representative, this article answers the most frequently asked questions and provides practical steps to ensure a smooth and successful business registration journey in Ghana.

Choosing a Business Name in Ghana

What makes a good business name in Ghana?

A good business name should meet both legal and branding requirements. Here's what to consider:

• Uniqueness: The name must not be identical or deceptively similar to an existing business on the ORC register.
• Relevance: It should align with the nature of your business activities.
• No misleading claims: Do not use titles or terms that suggest you are certified or endorsed unless you are (e.g., "Certified Engineers Ltd" without engineering license).
• Ends with appropriate suffix: For limited liability companies, the name must end in "Limited Company" or "Ltd." (e.g., "Sunbeam Ventures Ltd.")

Can I reserve a business name in Ghana before registration?

Yes, you can reserve a business name in Ghana through the ORC portal before starting the full registration process.

• First step is to submit your preferred business name(s) through the Name Reservation form online or in-person.
• Pay the name reservation fee (currently GHS 100).
• If approved, the name is reserved for 30 working days.
• You must complete your full business registration within this period, or you'll need to renew the reservation.
• Reserving a name ensures that no one else can use that name during the reservation period.

Can the proposed business name be rejected?

Yes, the Office of the Registrar of Companies (ORC) may reject your proposed business name for several reasons, including:

• Duplication: If the name is identical or too similar to an existing registered entity.
• Misleading names: Names that imply unapproved government affiliation or professional accreditation (e.g., "Presidency Trading Ltd" or "Doctor's Choice Pharmacy" without proper licenses).
• Offensive or obscene content: Any names deemed inappropriate or culturally insensitive.
• Restricted words: Some words like "Bank", "University", or "Trust" are reserved and require approval from relevant regulatory bodies before use.
• Violation of trademarks or intellectual property: Names that infringe on existing brand names or registered trademarks may be rejected, especially if challenged by the trademark holder.

Also note, If your name is rejected, the ORC will notify you and allow you to submit an alternative.

Company Registration Requirements in Ghana

1. What are the requirements to register a company limited by shares in Ghana?
   You need a unique business name, amount of stated capital, registered address, Taxpayer's Identification Numbers of shareholders/directors, contact details, and company officers (secretary, auditor), ownership structure and business objects.
2. How many directors are required to register a company in Ghana?
   A minimum of two (2) directors is required to register a company in Ghana. The directors can be either a Ghanaian or a foreigner. The law requires that at least of the directors must be resident in Ghana.
3. Can a director also be the company secretary of a company in Ghana?
   Yes, a director can also serve as the company secretary, provided they meet the qualifications set out under the Companies Act, 2019 (Act 992). The Act requires that a company secretary possess the requisite knowledge and experience to perform the duties of the office. In the case of public companies, however, stricter qualifications apply, and the roles of director and company secretary are typically required to be held by separate individuals. For private companies, dual roles are permitted as long as statutory requirements are satisfied.
4. Can a Limited Liability Company (LLC) be registered with only one shareholder in Ghana?
   Yes, one person can own 100% of the shares in a company in Ghana. The shareholder can either be a Ghanaian or a foreigner.
5. Can a director be the only shareholder in an LLC in Ghana?
   Yes, a director can also be the sole shareholder of a Limited Liability Company (LLC) in Ghana. The Companies Act, 2019 (Act 992) permits the formation of a single-member company, where one individual can serve as both the sole shareholder and a director. However, the law requires that every company have at least two directors, one of whom must be resident in Ghana. So, while one person can own 100% of the shares, they must appoint at least one additional director to meet legal requirements.
6. Can foreigners serve as directors of an LLC in Ghana?
   Yes, a foreigner can serve as a director of an LLC in Ghana, however, at least one director must be resident in Ghana.
7. Is there an age limit for directors of an LLC in Ghana?
   Yes. In Ghana, directors of a Limited Liability Company (LLC) must be at least 18 years old and of sound mind. Additionally, they must not be disqualified from acting as a director under any applicable laws, such as due to prior bankruptcy or criminal convictions related to dishonesty or fraud. These requirements help ensure that directors are legally capable of fulfilling their fiduciary and managerial responsibilities.
8. Is a Ghanaian shareholder mandatory to register a Limited Liability Company in Ghana?
   Generally foreigners can register and own 100% of a company in Ghana. However, specific sectors like Banking, Mining, Cybersecurity, Gaming, may require that you have a Ghanaian shareholder in the business.
9. Do directors need Taxpayer's Identification Numbers (TINs)?
   Yes, TINs are mandatory for all directors, shareholders, and company officers.
10. What is the minimum stated capital required to register a Company / LLC in Ghana?
    The minimum is GHS 500 for fully owned Ghanaian companies. For foreigners, however the following capital requirements apply;
11. Trading (Wholly Foreign or Joint Venture- US$1,000,000
12. Manufacturing (Wholy Foreign Owned or Joint Venture)- No Minimum Equity
13. Service Providers (Wholly Foreign Owned)- US$500,000
14. Service Provider (Joint-Venture with Ghanaian holding minimum of 10% of the shares)- US$200,000
15. Export Trade – No minimum Equity

How much is the stamp duty for company registration in Ghana?

The stamp duty to be paid during company registration in Ghana is 1% of the stated capital. This amount is paid at the in-house bank at the Office of the Registrar of Companies.

How much is the incorporation/Official fee for company registration in Ghana?

The incorporation fee for company registration is GHS510. This is paid at the in-house bank at the Office of the Registrar of Companies.

1. Do I need a company auditor at registration?

Yes, you must provide details of a licensed auditor during company registration. An auditor's consent letter is required to be attached to the company registration forms.

Can I register my business online in Ghana?

Yes. You can register your business online through the eRegistrar portal managed by the Office of the Registrar of Companies (ORC). The portal is accessible at: https://egovonline.gegov.gov.gh/RGDPortalWeb.

The platform allows you to do the following;

• Create an account
• Reserve a business name
• Complete and upload forms
• Pay registration fees electronically
• Track the progress of your application

Can foreigners hold 100% ownership of companies in Ghana ?

Yes, foreigners can fully own a company in Ghana. You don't need a local partner unless you're entering a restricted sector like Cybersecurity, Fintech, Gaming, etc. However, there are minimum investment amounts you must meet. If you are setting up a company that doesn't trade (like consulting or service providers), you need to invest at least $500,000. If your business involves trading, like buying and selling goods, the minimum investment is $1,000,000. If you're partnering with a Ghanaian, your share of the investment must be at least $200,000, and the Ghanaian must own at least 10% of the company..

Do I have to be physically in Ghana to register a company in Ghana?

No, you do not have to be physically in Ghana to register a company there. The entire process can be handled remotely through a local representative, lawyer, or a compliance officer.

Do I need a physical address in Ghana, to be able to register a company in Ghana?

Yes, you do need a physical address in Ghana to register a company there. This address serves as the company's registered office, and it must be a real, verifiable location within Ghana. The address must be included in the company registration forms, and you may be asked to provide a digital location (GhanaPost GPS).

Do I need a residence or work permit before registering a company in Ghana?

You do not need a work/residence permit to incorporate a company in Ghana. However, once the company is incorporated, you will be required to apply for a work and/or residence permit if you intend to live in Ghana and be actively involved in the operations of the business.

What is the cost of company registration in Ghana for a 100% Ghanaian owned company?

The total cost for registering a 100% Ghanaian owned company is GHS 560. This cost is based the assumption that the business is being registered with the minimum share capital of GHS 500. The breakdown is given below.

• Stamp Duty – GH50
• Incorporation Fee – GHS 510

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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.