Public Company Limited by Shares

A  Public Company  Limited by Shares is a body corporate  formed without any restriction on the  number of members per its constitution and its members liability is limited to the amount of unpaid shares.

PUBLIC COMPANY LIMITED BY SHARES:

  • Has the right to transfer the shares of the company without restriction
  • Does not limit the number of the members and debenture holders 
  • Has the right to make an invitation to the public to acquire shares or debentures of the company
  • Has the right to make an invitation to the public to deposit money for fixed periods or payable at call, whether bearing or not bearing interest.
  • The members or shareholders  are the legal owners  of the shares held in  the company, and the directors and secretary(s)  are the officers of the company
  • All Public Companies have perpetual succession 
  • One of the directors must at all times be  resident in Ghana.

 

Procedure for registration

  • Check for the availability of the name to be used
  • Applicant may purchase a set of Public Limited Liability Forms(Form 3C) from the in-house bank or via download
  • Attach a consent letter from a qualified  and licensed Charted Accountant with the Institute of Chartered Accountants Ghana in good standing 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 filled forms at the Company Registration Counter for Verification and Capturing or Online
  • Pay Incorporation and filing fees of GHs 450 and 1% stamp duty on stated capital at the in-house bank or Online via ghana.gov.gh 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 Standard/Registered Constitution of the Company
    • Certified Copy(CTC) of Form 3C
    • Beneficial Ownership (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 GHS 90 together with financial statement after 18 months of incorporation and subsequently every year.

Wholly Owned Foreign Company

Service Industry:

Such as Construction and Civil Works, Education, and Consultancy

  • Minimum stated capital of USD 500,000 or its equivalent in Ghana Cedis at the prevailing Bank Rate

Trading Industry

Such as General Trading, Importers, Dealers in General Goods and Retail Trading, Manufacturers' Representative

  • Minimum of stated capital of USD 1,000,000 or its equivalent in Ghana Cedis at the prevailing Bank Rate

All enterprises in the country with foreign participation are required to register with the Ghana Investment Promotion Centre (GIPC) for an Investment Certificate and any other permits from relevant institutions.

Company with Ghanaian and Foreign Participation

Service Industry

  • Foreign Applicants must have a minimum Stated Capital of USD 200,000 or its equivalent in Ghana Cedis at the prevailing Bank Rate
  • Ghanaian applicants must have a 10% minimum equity participation in the company at the time of incorporation

Trading Industry

Such as General Trading, Importers, Dealers in General Goods and Retail Trading, Manufacturer's Representative

  • Foreign applicants must have a minimum Stated Capital of USD 1,000,000 or its equivalent in Ghana Cedis at the prevailing Bank Rate
  • Ghanaian applicants must have a 10% minimum equity participation in the company at the time of incorporation

All enterprises in the country with foreign participation are required to register with the Ghana Investment Promotion Centre (GIPC) for an Investment Certificate and any other permits from relevant institutions.