HOW TO REGISTER

In Ghana, there are various ways of doing business. The process of registering and commencing any business venture involves both legal and commercial considerations including the selection of the business entity suitable for undertaking said business venture.

TYPES OF BUSINESS ENTITES IN GHANA  

A business entity is an organization founded by one or more persons to facilitate specific business activities. Under Ghanaian law, there are three (3) recognized business entities as listed below: Sole Proprietorships, Partnerships and Companies.

Each of the business entities, if selected, presents a business owner with a peculiar set of advantages and constraints in relation to management and risk or liability exposure. For this reason, it is imperative to determine the business structure or model which would be optimal for the set objectives of any business before settling on a business entity. It is however worth noting that the most efficient is the Private Limited Liability Company.

SOLE PROPRIETERSHIPS 

A sole proprietorship is a business with a sole owner who is entitled to all the profits and bears all the liabilities of the business entity. This type of business only requires registration at the Registrar General’s Department (“RGD”). Where the proprietor intends to operate under a business name other than his/her own name, the proprietor must submit the selected name to RGD for approval and registration under the Registration of Business Names Act, 1962 (Act 151). The sole proprietor has complete control over the management of the business.                           

This type of business entity appears to be best suited for, and therefore predominately used by small-scale businesses in Ghana. The registration process can take up to fourteen (14) days to complete if all the documents are in order.

INCORPORATED PARTNERSHIPS

A partnership is a business association between two (2) or more individuals (up to a maximum number of twenty (20)) who jointly collaborate and contribute profits, losses and management of the business and each partner is liable for debts of the partnership. The sole purpose of a partnership is to make profit.

In Ghana, the Incorporated Private Partnership Act, 1962 (Act 152) regulates the operation of partnerships. Partnerships must be registered at the Registrar General’s Department and only incorporated partnerships are legally recognized. This type of entity bears the risk of unlimited liability of the partners and the acts of one partner binds the other partners. The formal terms of the partnership are usually contained in a written partnership agreement. The registration process can take about fourteen (14) days to complete if accurate documentation and information is presented to the RGD.

COMPANIES

A company is an artificial person or body corporate, created by law through incorporation that has a separate legal entity and perpetual succession under the Companies Act 2019 (Act 992).

TYPES OF COMPANIES

• Companies Limited by Shares – this is a business entity which can be incorporated at the RGD by a promoter (natural or artificial) with at least two (2) individuals acting as director. The liability of the shareholders is limited to the amount unpaid on their respective shares. A company limited by shares could either be public or private. A public limited liability company is the business entity recommended when the promoters intend to publicly list the company on the Ghana Stock Exchange. The registration process can take about fourteen (14) days or more if accurate information is tendered to the RGD for registration.

• Companies Limited by Guarantee – A company limited by guarantee is a not-for-profit company usually set up for social, educational or charitable causes with liability limited to such amounts members may undertake to contribute in the event of winding up. It is instructive to note that with this type of a company, if profit is made, it should be for the furtherance of the object of the company and not distributed among the guarantors. Working capital from such companies come from dues or donations. Such companies are not liable to pay corporate tax but only pay income tax for its employees. The registration process can take up to twenty-one (21) days if all the documents are in order and no queries are made by the RGD.

• Unlimited Companies – this is a business entity registered for profit with no limit to personal liability in relation to the debt of the company. Companies of this kind could either be private or public. Private unlimited liability companies have a maximum of fifty (50) members. Most law firms in Ghana are registered as Private Unlimited Companies.  

• External Companies – An external company is formed when a business undertaking incorporated outside the shores of Ghana, establishes a place of business like a branch office or registered office in Ghana. RGD requires a least one (1) local resident representative who is resident in Ghana and a registered address to enable service of processes and notices on behalf of the parent company. This is similar to a branch office.

The types of companies listed above may either be private or public companies. A company, other than a company limited by guarantee, is a private company if by virtue of its regulation or constitution:

• There is a restriction on the right to transfer the shares of the company;
• The constitution limits the total number of the shareholders and debenture holders to fifty (50) (this excludes persons who are in the employment of the company and persons who were formally in the employment of the company but after the determination of the employment continue to be shareholders or debenture holders of the company);
• The constitution prohibits the company from making invitation to the public to acquire shares or debentures of the company; and
• The constitution prohibits the company from making an invitation to the public to deposit money for fixed periods.

Where the constitution does not prohibit the above, the company is a public company. The exception is a company limited by guarantee which has a membership of fifty or less.

OTHER RELEVANT REGISTRATIONS

SOCIAL SECURITY AND NATIONAL INSURANCE TRUST (SSNIT) 

This is a government agency set up to administer the National Pension Scheme.

Every business is Ghana is required to register with the Social Security and National Insurance Trust and have a minimum of two employees upon commencement. Employers are also required to make mandatory deductions towards the employees’ pension with the National Pension Scheme. 

GHANA REVENUE AUTHORITY – CORPORATE & INCOME TAX 

Companies in Ghana are subjected to an annual corporate tax of between twenty-five per cent (25%) to thirty-five per cent on their profits in the year depending on the industry. Additionally, employees and self-employed persons are required to pay income tax, unless the company is registered as a free zones company and therefore entitled to enjoy certain incentives in the nature of tax reliefs and exemptions.

GHANA INVESMENT PROMOTION CENTRE

This is a government agency which facilitates investment in Ghana. Foreign investors are required to comply with minimum capital or equity requirements, either in cash or capital goods, or a combination of both. The minimum capital requirement is as follows:

• USD$ 200,000.00 for joint ventures with Ghanaian partners (not having less than 10% equity participation)
• USD$ 500,000.00 for 100% foreign ownership
• USD$ 1,000,000.00 for trading activities with a minimum of twenty (20) skilled Ghanaian employed by such an enterprise.

However, there are no minimum requirements for foreigners interested in manufacturing, export trading, portfolio investment and Free Zones companies.

FREE ZONES

The Ghana Free Zones Program is designed to promote processing and manufacturing of goods through the establishment of Export Processing Zones that encourage the development of commercial and service activities at sea and air-port area.

In essence, investors may use the free zones as a focal point to produce goods and services for foreign markets. A Free Zones company can be 100% foreign owned, Ghanaian owned or a joint venture between a Ghanaian and a foreigner. There are no minimum capital requirements for investment however, an investor should be able to show evidence of funding or investment and an ability to fulfill a minimum of 70% export requirement.

To become a Free Zones Company, a company must first register with the RGD, obtain, and complete the application forms and submit a business plan, amongst other relevant documents required, to the Ghana Free Zones Authority. The registration process takes about four (4) weeks.

Investors can invest in any sector apart from plastic manufacturing, timber related activities and enterprises engaged in the exploration of precious metals and gas and crude oil.

There is also a list of incentives offered to free zones companies including but not limited to: 100% exemption from payment of income tax for ten (10) years which will not exceed 8% thereafter; total exemption from payment of withholding taxes from dividends arising out of free zones investment; There are no restrictions on the repatriation of dividend or net profit, payment for foreign loan servicing etc; and Free zones investments are also guaranteed against nationalization and expropriation.

There may however be other regulatory requirements within the various sectors of operation such as banking, mining, oil and gas and export.