Public Limited by Shares to Public Unlimited by Shares

This is a process where a Public Company Limited by Shares converts to Public Company Unlimited by Shares.

Procedure for Registration

  • Pay Annual Returns for the Public Limited by Shares up to date at our in-house bank or pay 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 Public Unlimited Liability Forms(Form 3D) from the in-house bank or download online
  • Complete and sign forms
  • Attach  original Certificate  of Incorporation, Form 3C, Constitution and Beneficial Ownership profile
  • Attach Special Resolution relating to the Conversion and a Registered Constitution
  • 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 must be witnessed by the Commissioner for Oaths/Notary Public/Self-Declared
  • A minimum of two directors is required. Each must submit a Statutory Declaration & Consent Letter with the registration Form
  • Submit forms at the Company Registration Counter for Verification and Capturing or submit Online
  • Pay Incorporation and filing fee of GHs 450 and 1% stamp duty on stated capital at the in-house bank or Online
  • 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 Standard/Registered Constitution of the Company
    • Certified Copy(CTC) of Form 3D
    • BO Profiles
  • The prospectus or statement in lieu of prospectus  must be submitted by the company within 28 days after incorporation( The prospectus - is a  comprehensive document  by the company inviting the public to acquire shares . This document must be approved by the Securities and Exchange Commission  before submitting to the ORC  )
  • Mandatory Filing of Annual Returns at a fee GHs90 together with financial statement after 18 months of incorporation and subsequently every year.