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Insolvency and Liquidations Services Division

The Registrar, pursuant to Companies Act, 2019 (Act 992) and Section 153 of the Corporate Insolvency and Restructuring Act, 2020 (Act 1015) established the Division. The Corporate Insolvency and Restructuring Act repealed the Bodies Corporate (Official Liquidations) Act, 1963 (Act 180).

  • Oversee Business Restructuring & Administration
  • Undertake and Oversee Official Liquidation
  • Oversee Private Liquidation
  • Undertake Dissolution without Full Winding Up
  • Register, License and Regulate Insolvency Practitioners (IPs)
  • Educate & create Public Awareness on Liquidation Matters
  • Advise the Attorney General on Liquidation Matters through the Registrar of Companies
  • Cessation of External Companies
  • Mergers and Acquisitions

  • For Businesses; Orderly Exit or Recovery.
  • For creditors and investors; fair and transparent debt recovery.
  • For the economy; builds trust and attracts investors
  • For the economy; builds trust and attracts investors

Applicable when a company has ceased operations, dormant and has no liabilities.

Steps

  1. Registrar receives information that company is dormant or has ceased operations.
  2. Company may be written to for confirmation as to whether it is dormant or has ceased operations.
  3. Where the Registrar does not receive feedback within two months of the communication, the Registrar may send a second written communication making refrence to the first written communication.
  4. If no feedback is received, a notice of intention to strike off is published in the companies bullletin.
  5. If no objection is received within 3 months, the Name of the Company is struck off and same is published in the companies bulletin.

Where a company is solvent i.e. the company has more assets than liabilities and can pay its debts within 12 months.

Steps

  1. Directors make an affidavit of solvency.
  2. Members pass Special Resolution.
  3. A Liquidator consents and is appointed.
  4. The above three documents are filed with the Registrar and it is published in the companies bulletin.
  5. Liquidator undertakes the process of liquidation and files his report with the Registrar.
  6. Where the Registrar is satisfied that the winding up is complete, the name is struck off the Register and same is published in the Companies bulletin.

When a company is insolvent i.e unable to pay its debt as they fall due.

Modes of Winding Up

  • By a special resolution
  • By a Petition to the Registrar
  • By a Petition to the Court
  • Conversion from private liquidation
  • Conversion from administration or restructuring

The Registrar or an Insolvency Practitioner (IP) in good standing may be appointed an Official Liquidator.

The Process is supervised by the ORC through the Registrar.

Winding Up

Where a parent company is being liquidated or dissolved in the country of incorporation — Form 24

Cessation

Company has ceased to have an established place of business in Ghana — Form 25

Steps

  • File notice per the appropriate form
  • Notice is published in the companies Bulletin
  • Name is struck off the Register

  • Designed to rescue distressed but viable companies.
  • Administration of the business, property and affairs of a distressed company in a manner that provides an opportunity for the company to as much as possible continue in existence as a going concern.
  • Temporary freeze on the rights of creditors and other claimants against a distressed company.
  • Temporary management of the affairs, business and property of a distressed company by an IP.
  • The development and implementation of a restructuring plan which results in a better return for the creditors and shareholders.

  • Insolvency Practitioners (IPs) are registered by the Registrar
  • A register of Insolvency Practitioners (IPs) is kept and maintained by the Registrar
  • Registrar shall review conduct of IPs
  • Registrar may suspend or remove an IP
  • The development and implementation of a restructuring plan which results in a better return for the creditors and shareholders.
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