Private Company Limited by Shares to Private Company Limited by Guarantee

This is a process where a Private Company Limited by Shares converts to Private Company Limited by Guarantee.

Procedure for Registration

  • Pay Annual Returns for the Private Company Limited by Shares up to date at our in-house bank or online at  Ghana.Gov Payment Platform 
  • A search for availability of the Entity Name must be conducted (if there is any change in the Existing Name)
  • Applicant may purchase a set of Private Company Limited by Guarantee Forms(Form 3B) from the in-house bank or download online
  • Complete and sign forms
  • Attach  a written resolution from members forfeiting their shares, Statutory Declaration from all Directors and Secretary and Registered Constitution in conformity with section 9 of ACT 992
  • Attach Special Resolution for Conversion
  • Attach  original Certificate  of incorporation, Form 3, constitution and beneficial ownership profile.
  • Attach a consent letter from a qualified  and licensed chartered accountant with the Institute of Chartered Accountants Ghana and  must be registered as a Sole Proprietorship/Partnership(An auditor is eligible to serve for a period of 6 years and shall be rotated after 6 years.)
  • The Statutory  Declaration Forms must be witnessed by the Commissioner for Oaths/Notary Public/Self-Declared
  • A minimum of two directors are required. Each must submit a Statutory Declaration & Consent Letter  with the registration Form. The Secretary must also submit a consent letter
  • Submit completed forms at the Company Registration Counter for Verification and Capturing or submit application Online
  • Pay Incorporation and filing fee of GHs 700 at the in-house bank or Online via payment platform
  • VIP service cost of GHs 1000 in addition to the processing fees (optional)
  • Registrar Examines, Approves & Issues :
    • Certificate of Incorporation
    • Certified Copy(CTC) of the Registered Constitution of the Company
    • Certified Copy(CTC) of Form 3B
    • BO Profiles
  • Mandatory Filing of Annual Returns at a fee of GHs90 together with a financial statement after 18 months of incorporation and subsequently every year.