Ghana’s new companies’ bill when passed into law will change company law and practice in Ghana. Some of the highlights are as follows:

  1. There will be the establishment of the Office of the Registrar of Companies which will be a body corporate. This body corporate will have a board of directors who will direct affairs
  2. Application forms may be completed online
  3. The regulations of a company will now be referred to as the constitution. It will not be obligatory for a person registering a company to file regulations (now constitution)
  4. Before appointment, a director will have to make a statutory declaration to the effect that in the last preceding five years to the inception of the company he has not been:
    • Charged or convicted with a criminal offence involving fraud or dishonesty.
    • Charged with or convicted of a criminal offence relating to the promotion, incorporation or management of a company.
    • A director or senior member of a company that has become insolvent.
  5. Potential conflict of interest of director should be entered in the conflict of interest register
  6. Certificate to commence business will be abolished
  7. The ultra vires doctrine will be completely abolished so that a company can do everything unless restricted by its Constitution.
  8. No more gazette publications. Companies bulletin introduced electronically
  9. “Financial statements” instead of “accounts will be filed
  10. Electronic registration, communications and service by electronic means    
  11. “Income statement” instead of “profit and loss account”
  12. International Financial Reporting Standard (IFRS) adopted by CA Ghana will be used
  13. Company seal not obligatory
  14. A dissenting shareholder is given the right to request the company to buy him out if he disagrees with:
    • The Alteration of Constitution
    • A Major transaction
    • Merger or arrangement
    • Variation of class rights
  15. Derivative actions have also been introduced in addition to the existing representative actions under S324 of the Companies Act 1963, Act 179. By a derivative action a shareholder may in the name of the company commence proceedings to enforce rights or assets belonging to the company. Leave of the court is required for derivative actions
  16. Dividends shall be paid within sixty days after shareholders resolution confirming payment or after dividends have become payable.
  17. Company to open unclaimed dividend account if dividend is unclaimed for three months.
  18. After twelve months of credit of the dividend account, unclaimed dividend must be paid to the Registrar together with interest
  19. Major transaction such as acquisition representing more than 75% of value of company’s assets, disposition of assets representing more than 75% of the value of company’s assets will require a special resolution.