INVESTING IN GHANA

 

Setting up a business in Ghana Business can be conducted under either a limited liability company (local company) incorporated under the laws of the Republic of Ghana or an external company (branch). The regulator responsible for this is the RGD.

 

Tax identification number (TIN) Prior to the registration of an entity the directors and the secretary of incorporated entities or the local managers of branches are required to register for and obtain a TIN.

 

Types of companies Subsidiary (local company) This is a company limited by shares incorporated under the Ghana Companies Act, 1963 (Act 179). A subsidiary can either be wholly or partly owned by a Ghanaian or a non-Ghanaian.

 

Registration requirements of a subsidiary

 

The registration of a local company involves the filing of the required forms with the RGD in order to obtain certificates of incorporation and commencement of business, profile (forms 3 and 4) and a certified true copy of the company’s regulations.

 

The documentation/information required for the registration of a subsidiary includes the following: • Name of company;

• Nature of business of the company;

• First directors (a minimum of two is required), of whom one must be present in Ghana at all times;

• Number of shares with which the company should be registered (shares of no par value);

• Name and address of auditor; 

• Registered office and principal place of business and postal addresses;

• Authorised number of shares;

• Stated capital;

• Issued shares;

• Name and address of subscribers/ shareholders; and

• Name of company secretary.

 

Stamp duty

A 0.5% stamp duty is payable on the stated capital of the company.

 

Fees

In addition to the stamp duty, a subsidiary must pay a registration fee of approximately US$75 (GHS330). External company An external company (also known as a branch) is a body corporate formed outside the Republic of Ghana that has an established place of business in Ghana.

 

The information and documents required for the registration of an external company are as follows: • Name of company (name of head office entity);

• Nature of business;

• Name and details of local manager;

• Authorised capital (for head office);

• Issued capital (for head office);

• Address of principal place of business in Ghana; • Address of registered office in country of incorporation;

• Name and address of process agent;

• Memorandum and articles of association of head office, duly notarised by a notary public in the country of registration; Investing in Ghana 16 Doing Business and Investing in Ghana

• A power of attorney executed in favour of the local manager, which must be notarised as well; and

• Certificate of incorporation of the head office, duly notarised in the country of registration.