Private Company Unlimited by Shares

A Private Company Unlimited by Shares is a body formed by one to  fifty people whose liability is unlimited to the amount of shares unpaid. An Unlimited Liability Company is a company which does not have a limit on the liability of its members.

PRIVATE COMPANY UNLIMITED BY SHARES

 A Private Company Unlimited by Shares :

  • Restricts the right to transfer the shares of the company
  • Limits the total number of the members and debenture holders to fifty
  • Prohibits the company from making an invitation to the public to acquire shares or debentures of the company
  • Prohibits the company from making 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 secretaries  are the officers of the company
  • All private 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 Unlimited Liability Forms(Form 3A) from the in-house bank or via download
  • Attach Consent letter from a Chartered Auditor/Accountant  by the Institute of Chartered Accountants in good standing and must be registered as a Sole Proprietor/Partnership
  • 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 via 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 3A
    • Beneficial Ownership (BO) Profiles
  • Mandatory Filing of Annual Returns at a fee of 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 a10% 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.