Incorporation of Company Limited by Guarantee

Public Company Limited by Guarantee

A Public Company Limited by Guarantee is a company which has the liability of its members limited to an amount that the members may respectively undertake to contribute to the assets of the company in the event of it being wound up. It is a public company by reason of it not having a limit on its membership, as defined by its constitution. Example: churches, social enterprises, clubs, and associations.

Public Company Limited by Guarantee

• Shall not for the purpose of incorporation be registered with shares.
• Shall not create or issue shares.
• Shall not be incorporated with an object of carrying on business for the purpose of making profit for members, but can make profit for the furtherance of its objects.
• The members are jointly and severally liable for the payment and discharge of the debt and liability of the company incurred when they carry on business for the purpose of making profit knowingly.
• All public companies have perpetual succession.
• In the event of the company being wound up, the total liabilities of the members to contribute to the assets of the company shall not at any time be less than the amount guaranteed in the application for incorporation.

Procedure for Registration

1. 1

   Check for the availability of the name to be used.

2. 2

   Applicant may purchase a set of Public Limited by Guarantee Forms (Form 3E) from the in-house bank or via download.

3. 3

   Provide a consent letter from a qualified and licensed chartered accountant with the Institute of Chartered Accountants Ghana, 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).

4. 4

   The Statutory Declaration Forms must be witnessed by the Commissioner for Oaths/Notary Public/Self-Declared.

5. 5

   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.

6. 6

   Submit filled forms at the Company Registration Counter for verification and capturing, or submit the application online.

7. 7

   Pay Incorporation and filing fee of GHS 490 at the in-house bank or online via the ghana.gov.gh payment platform.

8. 8

   VIP service cost of GHS 1,790 in addition to the processing fees (optional).

9. 9

   Registrar examines, approves & issues: Certificate of Incorporation, Certified Copy (CTC) of the Standard/Registered Constitution of the Company, Certified Copy (CTC) of Form 3E, and BO Profiles.

10. 10

    Mandatory filing of Annual Returns at a fee of GHS 175 together with a financial statement after 18 months of incorporation and subsequently every year.