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Investing in Accra

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 Register Generals Department.

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

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.

Important Elements

  • Registered office and principal place of business and postal addresses;
  • Authorized number of shares;
  • Stated capital;
  • Issued shares;
  • Name and address of subscribers/ shareholders
  • 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;
  • Authorized 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 notarized by a notary public in the country of registration

Ghana Free Zones Authority (GFZA)

Companies operating in industries other than mining, petroleum or timber can obtain a license from the GFZA to operate as a free zone entity. To qualify for this, the entity needs to export at least 70% of its goods or services. GFZA registration enables the company to enjoy a tax holiday for a period of ten years; thereafter, it will be required to pay corporate tax of 25% on local sales and 15% with respect to exports.

Registration Requirements of a Subsidiary

The registration of a local company involves the filing of the required forms with the Register Generals Department 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;- A power of attorney executed in favor of the local manager, which must be notarized as well; and
  • Certificate of incorporation of the head office, duly notarized in the country of registration.

Statutory/Regulatory Registration

Apart from incorporating or registering entities with the Register Generals Department, entities are required to be registered with other regulatory bodies as well, depending on the industry that the entity will be operating in.

Apart from incorporating or registering entities with the Register Generals Department, entities are required to be registered with other regulatory bodies as well, depending on the industry that the entity will be operating in.

Registration Requirements of a Subsidiary

Under the GIPC Act of 2013 (Act 865) (GIPC Act), all companies in which there is foreign participation are required to register with the GIPC. The following are the minimum capital requirements under the GIPC Act:

  1. A joint venture with Ghanaian participation In a joint venture with at least 10% Ghanaian participation
  2. An entity wholly owned by a non Ghanaian requires a minimum amount of foreign equity capital.

Trading entity

A trading entity that is either wholly or partly owned by a non-Ghanaian requires a minimum equity capital.

Other Statutory/Regulatory Authorities depending on the Sector of Investment is as follows;

Minerals Commission (MC)

National Communication Authority (NCA)

Some Necessary Elements

  • Social Security and National Insurance Trust (SSNIT)
  • Ghana Revenue Authority (GRA)
  • Operating a foreign account in Ghana Foreign exchange account (FEA)
  • Repatriation of funds
  • Immigration and Work Permits & Visas
  • Other regulatory bodies
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