We are your business experts in Ghana
A person or group of persons desiring to set up a new business or to register an existing one has a number of business structure options available to them. Each business structure has its own merits and demerits as well as its legal and economic implications.
The majority of business operations in Ghana are unincorporated sole proprietorships. They normally deal in a wide range of productive and commercial activities, including agriculture, manufacturing, transportation, commerce and other services. Many of these unincorporated businesses are located in homes, market stalls, or operated by mobile vendors.
In principle, every person in Ghana is free to engage in any kind of lawful business activity. Ghana law does not require the registration of merchants or classes of businessmen. Commercial law is a part of the general law of the country and not as the law of a particular class of persons. There is no special body of rules regulating sole proprietorships; the general commercial law principles apply. The conflict between ownership and management, which is a feature of company law, does not arise and there is no need for special rules to protect creditors because the trader is fully liable for the debts of his business.
Every individual (and indeed, a company) may carry on business under a name other than their own name. Such a name is known as a business name. Under the Registration of Business Names Act, 1962 (Act 151), such names must be registered with the Registrar of Business Names. In practice, however, there is very little regulation of these activities.
The sole proprietor business is the most common for micro and small enterprises in
Ghana. The registration procedure for a sole proprietor business is less complicated
and less costly than for a company limited by shares or by guarantee. The sole proprietor must register at the Registrar-General’s Department and must complete 5 copies of Form A with the following details:
The business must have commenced before registration is effected. Each proprietor is required under the Registration of Business names Act to renew the registration of their business once every year. If the name consists merely of the sole proprietor’s surname without any additions apart from all of his true personal name or names or his initials, registration is not required.
A partnership is an arrangement whereby two or more persons combine some or all of their resources, skills or industry in common with the object of making profit which will be shared by the partners. Forms of Partnership are non-trading partnership, commercial partnership, and limited partnership.
This is a type of partnership consisting mainly of firms of lawyers, chartered accountants, architects and other professional practitioners.
Commercial or General Partnership
All partnerships engaged in trading, manufacturing and other commercial activities.
This is a special type which is very rare. A limited partnership consists of general and limited partners. A limited partner is liable to the firm or its creditors to the amount of the capital he has agreed to contribute, but not more. He may share in the profits according to the partnership agreement, but must take no part in the management of the business or he becomes a general partner.
It is customary for the partners to execute a signed agreement covering such matters as the purpose of the business, name of the firm, duration of the agreement, place of business, capital to be contributed by each partner, division of profits and losses, books of accounts, rights of management of partners, and procedure for termination or re-organization of the partnership.
How are partnerships incorporated in Ghana?
To register a partnership a copy of the partnership agreement and a statement signed by all the partners must be submitted to the Register General’s Department stating particulars of the name of the partnership, nature of business, address of the principal place of business and all other places in Ghana at which the business is carried on, names and addresses and occupations of the partners, date of commencement, and particulars of any charges requiring registration.
Upon registration the Registrar issues a certificate of incorporation which states the names of the partners and the fact that their liability is unlimited. A notice of registration is issued in the Gazette. Registration of a partnership must be renewed annually and it is an offence to carry on business without registration. Rights arising out of a contract during a period of unauthorised operations are enforceable against the partnership but not by the partnership against the other party.
Advantages of Partnership
Disadvantage of Partnership
A co-operative society is a union of individuals, e.g. farmers, formed for the prosecution in common of some productive enterprise, the profits being shared in accordance with the capital or labour contributed by each. Co-operatives are usually consumer-oriented, i.e. the customers of the society are the members who have voting and dividend rights.
A Co-operative society has also been defined as a business voluntarily organised, operating at a cost, which is owned, capitalized and controlled by member-patrons, sharing risks and benefits proportional to their participation.
Registration of a Co-operative society
Under the Co-operative Societies Decree, 1968 (NLCD 252), a cooperative society, must be registered with the Registrar of Co-operative Societies, and may or may not have limited liability The Registrar of Co-operatives is responsible for registration, liquidation and general development of Co-operative societies in accordance with the Co-operative Societies Degree, NLCD 252 of 1968. The Registrar as appointed by Government is responsible to the Ministry of Co-operatives. He is also Head of the Department of Co-operatives.
Subject to the provisions of the Co-operative Society’s Decree (NLCD 252), any society which has as its object the promotion of the economic interests of its members in accordance with Co-operative principles may be registered with or without limited liabilities.
Limited Liability Company
In Ghana, a company cannot be created except under the authority of the Companies Code. The only document required for incorporation of a company under the Companies Code is the Regulations. To incorporate a company, the promoters must deliver to the Registrar for registration a copy of the proposed Regulations. The Regulations must contain the following mandatory provisions:
Where the company is a private company, the following provisions must be included:
In addition to the stated provisions, the subscribers may include any other lawful provisions relating to the constitution and administration of the company. The Regulations must be printed, type written or in some other legible form which the Registrar accepts. This can be in the standard forms prescribed under the Companies Code or can be tailor-made.
The completed Regulations should be signed by at least one subscriber in the presence of, and attested by at least one witness. Where the company is registered with shares, every subscriber must have at least one share, which, together with the cash price paid for it, should be written against his name, to show that he is a member of the company.
Certificate of Incorporation
Upon the registration of the Regulations, the Registrar will issue a certificate of incorporation authenticated under his official seal, certifying that the company is duly incorporated and, in the case of a limited company, that it is limited. The company then becomes a body corporate by the name in the Regulations, and is capable of exercising all the functions of an incorporated body, from the date of the certificate of incorporation, a status which it continues to enjoy until it is dissolved.
Certificate to Commence Business
As noted above, the only document required for incorporation is the Regulations. However, a company registered with shares is not entitled to transact business, exercise borrowing powers or incur indebtedness unless it has submitted the following forms to the Registrar for registration:
Upon receiving these forms, the Registrar will issue the company with a Certificate to Commence Business. It is the usual practice for the Regulations and Forms 3 and 4 to be submitted to the Registrar at the same time. Incorporation is however not automatic simply because the promoters have submitted the proposed Regulations and the relevant forms. The Registrar may refuse to register a company where: