Doing Business in Ghana Part 2 – Guest Post by Sam Baddoo

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About a month ago, Sam Badoo of Swift law shared with us some of the basic steps to take if you plan on doing business in Ghana – what kind of company do you register as, where?  how? etc. Below is a sequel to that first post. If you missed it, you may read it here. Today’s post dives more into what exactly you need to do to start –

  1.  Decide on a name

First step is to perform a name availability search and reservation at the Registrar General’s Department (RGD). This typically takes 1-5 days. A reserved name is valid for 30 days only. Unless special permission has been sought a company limited by shares, must have a name that ends with either “Limited or” Ltd.” For instance using the word “corporation” in your company name will be deemed misleading by the RGD as it is reserved for only government owned companies.

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

  1.  Obtain Tax Identification Number for all participants

In Ghana, all participants (Member(s)/Shareholder(s), Company Secretary, Director, Auditor, Council Members, Process Agents, Local Managers, Partners, Sole Proprietors) of any business entity are first required to obtain a Tax Identification Number (TIN) by registering with the Ghana Revenue Authority (GRA). It typically takes 1-3 days to complete. It is free to obtain.

You are required to submit one of the following forms of identification in addition to your application:

  • Bio-data page of passport;
  • National Identity card;
  • Drivers Licence; or
  • Voters Identification Card

(One may also apply to the registrar of the RGD for permission to use another form of identification)

  1. Complete your RGD documents

Form 3 (Return of Particulars of a Company Limited by Shares)- You’ll be required to complete this form with details of the directors, secretary ,auditor of the company (name, age, nationality, occupation, postal and physical address) as well as the physical and postal registered address’ , contact details and the objects of the company as well.

Form 4- You’ll be required to complete this form with just the details of the directors and company secretary

Regulations- The regulation of the company are the rules which govern the operation of the company. You’ll be required to complete this form with such details as the number of shares the company is registered with, who the shareholders of the company are and the respective shareholding proportions between its members.  The minimum stated capital a company  limited by shares may have is currently GHS 500.

You may hire a Ghanaian lawyer to draft the regulations for you or alternatively you may use the standard regulations  issued by the RGD for free.

Once you have the name reserved, it is time to complete your RGD documents.

  1.  Pay your filing fees and capital duty

Once all the documents above are completed and signed, they are submitted to the RGD for payment of filing fees and the capital duty. Capital duty in Ghana is assessed as 0.5% of company’s stated capital.

  1.  File at the RGD

When the filing fees and capital duty has been paid, the documents are then verified and filed at the RGD. If there are no objections, in a few weeks, expect to receive your original certificate of incorporation, certificate to commence business (in a few instances, the certificate to commence business may not be issued, this is where a specific business permit must be obtained by the company before the business commences)and certified true copies of the form 3, form 4 and the regulations.

 

The writer, Samuel Badoo is a commercial lawyer and Co-founder at Swiftlaw. Swiftlaw is an online legal platform that allows clients to register a company or intellectual property in Ghana simply by filling out a form online.

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