Establishing a company in Ghana
Any business that intends to establish in Ghana must first register at the Registrar General’s Department (RGD) to obtain the certificate of incorporation, certificate to commence business and company’s code or regulation. After this process, a Ghanaian company is free to start a business, however, companies that are partly or fully owned by foreigners are required to meet certain equity conditions (either cash or in-kind or both) and then register with the Ghana Investment Promotion Centre (GIPC) or the Ghana Free Zones (GFB) Board if at least 70% of the company’s product or services would be exported. Below are the detailed procedures.
Types of companies
A business can be conducted under two categories:
- A limited liability company (local company) incorporated under the laws of Ghana
- An external company (liaison office).
Acquire a Tax Identification Number
All the directors and the secretary of incorporated entities or the local managers of branches are required to register for a tax identification number (TIN) prior to the registration of the company.
The applicant needs to complete a Ghana Revenue Authority Taxpayer Registration Form. The Ghana Revenue Authority (GRA) officers after processing the TIN, sends a text message to the applicant to collect the TIN.
Check for availability of company name and submit company documents to obtain the certificate of incorporation
The applicant shall request for a search to be conducted at the Companies Registry to ascertain the availability and acceptance of the proposed name of the company, and submit the company documents for registration.
Applicant may pick up a prescribed Form A from the in-house bank or download it at the RGD’s website (http://www.rgd.gov.gh), and submit filled forms.
The following current Fees are applicable:
– Name search GHC 25
– Name reservation GHC 50
– Complete set of Incorporation forms GHC 15
– Registration fees GHC 200
– GHC 5 per certification of regulations (assuming 3 certificates)
The forms require the following information:
- Nature of the business that subscribers intend to engage in
- Full names of subscribers and shareholders, their addresses, percentage shareholdings, occupation, and any directorships in any other company
- Full name and address of company secretary and auditors.
- A letter from an auditing firm must also be presented at the moment of document submission.
- An attestation that the minimum nominal capital complies with the requirement that a company 100% Ghanaian-owned have minimum nominal capital of at least GHC 500
Registration requirements of a local company
- Name of company;
- Nature of business of the company;
- First directors (at least two), one of whom should 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;
- Address of registered office and principal place of business;
- Authorised number of shares;
- Stated capital;
- Issued shares;
- Name and address of subscribers/shareholders; and
- Company secretary.
Registration requirements of an External company
An external company (also known as a liaison office) is a body corporate formed outside the Republic of Ghana that has an established place of business in Ghana.
Information and documents required for registering 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;
- A power of attorney executed in favour of the local manager, which must be notarised as well; and
- Certificate of incorporation of Head Office.
Registration with the Ghana Investment Promotion Centre (GIPC)
Under the GIPC Act, all companies in which there is foreign participation are required to register with the GIPC, except for companies operating in the mining and petroleum industry.
The following are the minimum capital requirements under the GIPC Act:
- A joint venture with Ghanaian participation requires US$200,000 (in either cash or capital goods or both) to be contributed by the foreign partner. The local citizen partner shall not have less than ten percent (10%) equity participation in the joint venture.
- A wholly owned foreign requires foreign equity capital of US$500,000 in either cash or capital goods.
- A trading entity either wholly or partly owned by a non-Ghanaian requires US$1 000 000 in either cash or capital goods.
- Companies in other sectors require GH¢500 (approximately US$208) for private companies and GH¢2 000 (approximately US$833) for public companies; however, they are all made to pay the GIPC’s capital requirement.
- An external company does not require foreign equity capital.
Registration with the Ghana Free Zones Board (GFZB)
An investor who wishes to establish as a free zone developer or set up an enterprise in the Ghana Free Zones will require various licences and permits to enable him operate. The Ghana Free Zones Board provides a “one-stop approval service” to investors to assist them complete formalities for the establishment of free zone investment projects.
Depending on the field of operation, additional registrations may be necessary with other regulatory Bodies but for the purpose of agribusinesses, the formalities that should be fulfilled by the investor to enable him/her set up a Free Zone enclave or enterprise are stated as follows:
- The investor(s) should show evidence of possession or lease of real property or intent to acquire such property.
- Depending on the activity to be undertaken, the applicant should obtain and complete GFZB Form 3, 4 or 5 and submit it with the required attachments to the Secretariat of the Board.
- The GFZB shall notify the investor of his/her application for License within 28 working days.
- An Enterprise License specifying authorized activity to be undertaken by the applicant shall be issued to the successful applicant who shall commence activities within 6 months of approval.
Environmental Protection Agency (EPA)
Environmental Protection Agency is the body responsible for issuing environmental permits to companies operating in various fields. The investor will often be required to submit an environmental impact assessment report for any processing activity and for farming operations covering an area of 40 ha or more.
Social Security and National Insurance Trust (SSNIT)
Every employer is required by law to register with SSNIT and make social security contributions in respect of its employees.
Ghana Revenue Authority
All entities carrying on business in Ghana are required to register with the Ghana Revenue Authority for tax purposes.
Work permits can be obtained from either through the GIPC or GFZB, depending on the type of industry applicant will be working in. Applicants engaged by companies in NGOs, have to apply to the Ghana Immigration Service or the Ministry of Interior. For further details, kindly visit: http://www.ghanaimmigration.org/r_gh.html