Incorporation of 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

• 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

1. 1

   Check for the availability of the name to be used.

2. 2

   Applicant may purchase a set of Unlimited Liability Forms (Form 3A) from the in-house bank or via download.

3. 3

   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.

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 completed forms at the Company Registration Counter for verification and capturing, or via online.

7. 7

   Pay Incorporation and filing fees of GHS 450 and 1% stamp duty on stated capital at the in-house bank or online via the ghana.gov.gh payment platform.

8. 8

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

9. 9

   Mandatory filing of Annual Returns at a fee of GHS 90 together with financial statement after 18 months of incorporation and subsequently every year.