Incorporation of Company Limited by Shares

Public Company Limited by Shares

A Public Company Limited by Shares is a company formed for the purpose of carrying on business to make profit for its shareholders. The liability of members is limited to the amount, if any, unpaid on the shares they hold. It is classified as a public company because it may invite the public to subscribe for its shares and does not restrict the transfer of shares, as defined by its constitution. Example: large-scale businesses and corporations, financial institutions, manufacturing and industrial companies, and companies listed on the Ghana Stock Exchange.

Public Company Limited by Shares

• Has share capital divided into shares.
• Members are shareholders.
• Liability of shareholders is limited to unpaid shares.
• Can offer shares to the public.
• Shares are generally transferable.
• Established for profit-making purposes.
• Has perpetual succession.
• Requires a minimum of two directors.

Procedure for Registration

1. 1

   Check for the availability of the name to be used.

2. 2

   Company Registration Form (Form 3C) — complete and submit the required incorporation form.

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

   Stated Capital Information: details of the company’s share structure and ownership.

6. 6

   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.

7. 7

   Beneficial Ownership Information: details of individuals who ultimately own or control the company.

8. 8

   Submit filled forms at the Company Registration Counter for verification and capturing.

9. 9

   Pay Incorporation and filing fee of GHS 585 at the in-house bank.

10. 10

    VIP service cost of GHS 1,885 in addition to the processing fees (optional).

11. 11

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

12. 12

    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.