A  Public Company  Unlimited by Shares is a body corporate  formed without any restriction on the number of members per its constitution and its liabilities are unlimited.

PUBLIC COMPANY UNLIMITED BY SHARES:

• It is a separate legal entity
• Has the right to transfer the shares of the company without restrictions
• Does not limit the number of the members and debenture holders 
• Has the right to make an invitation to the public to acquire shares or debentures of the company
• Has the right to make 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 Public 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 Public Unlimited Liability Forms(Form 3D) from the in-house bank or via download
• Provide a consent letter from a qualified  and licensed charted accountant with the Institute of Chartered Accountants Ghana and  must be 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.)
• 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 filled forms at the Company Registration Counter for Verification and Capturing or via Online
• Pay Incorporation and filing fee of GHs 450 and 1% stamp duty on stated capital at the in-house bank or Online
• 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 3D
  • BO Profiles
• The prospectus or statement in lieu of prospectus  must be submitted by the company within 28 days after incorporation( The prospectus - is a  comprehensive document  by the company inviting the public to acquire shares . This document must be approved by the Securities and Exchange Commission  before submitting to the ORC  )
• Mandatory Filing of Annual Returns at a fee GHs90 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

• Minimum of USD 500,000 in equity i.e Ghanaian Cedi equivalent for foreigners at the Prevailing Bank rate
• Applicants are to pay 1% stamp duty on the stated capital at the time of Incorporation

Trading Industry

Such as General Trading, Importers, Dealers in General Goods and Retail Trading, Manufacturers' Representative

• Minimum of USD 1,000,000 in equity (cash or goods) i.e Ghanaian Cedi equivalent for foreigners at the Prevailing Bank rate
• Applicants are to pay 1% stamp duty on the stated capital at the time of Incorporation
• They must employ at least 20 skilled Ghanaians

All enterprises in the country with foreign participation are required to register with the Ghana Investment Promotion Centre (GIPC) for an Investment Certificate and other permits.

Company with Foreign Participation(Joint Venture)

Service Industry

• Foreign Applicants must have a minimum of USD 200,000 Stated Capital; Ghanaian Cedis equivalent to the prevailing bank rate
• Ghanaian applicant must have 10% equity participation in the company at the time of incorporation
• Applicants are to pay 1% stamp duty on the stated capital 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 of USD 1,000,000 in equity, Ghanaian Cedi is equivalent to the prevailing bank rate
• Applicants are to pay 1% stamp duty on the stated capital 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 Cert and other permits.

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