Ghana - Apply for Dissolution or Cessation of an External Company

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Procedure

Apply In-Person:

1. To Apply for Dissolution or Cessation of an External Company in person, the applicant has to approach the Register General Department (RGD) office. Contact link
2. Applicants must download the application form 24 from this Link
3. Applicant must provide all necessary information in the application form.
4. The applicant has to make sure he or she has all the required documents that are required for this process to be successful and they can be found under the "Required Documents" section of this page.
5. Payment of appropriate fees should be made and that can be found under the "Fees" section of this page.
6. There are three types of Liquidation:
   • Official Liquidation
   • Private Liquidation or Voluntary Liquidation
   • Dissolution
7. The winding up process can be voluntary or official. Voluntary Winding Up is a process initiated by the directors of the company when they realize and decide on the need to close down the company, whereas Official Winding up is where the company has been compelled by a Court to close down based on complaints by its creditors or Registrar of Companies.
8. Steps involved in a voluntary liquidation of a company
   • Have a valid affidavit of insolvency by the directors of the company
   • Members to pass a special resolution for the winding up and to include appointment of a liquidator.
   • The company to file annual returns and audited accounts up to date.
   • File or submit 1,2 and 3 above to the Registrar of Companies
   • The Registrar of Companies may issue section 248 attached to the special resolution filed to be gazette in the bulletin.
   • After the gazette of the special resolution in the bulletin, the Registrar of Companies will issue section 260 (1) of the Companies Act to strike the name of the company from the company register.
   • The Registrar will proceed to cancel the company’s name from the companies register after the 260(1) has been gazette and a copy has been sent to the Registrar of companies.
   • Publication of first creditors meeting
   • There shall be a publication of second creditors meeting
   • Finally, the assets of the company shall be sold to pay off its creditors.
9. Steps involved in an official liquidation of a Company
   • Appointment of an official liquidator
   • The official liquidator requires the statement of affairs from all the directors and owners of the company.
   • The liquidation order is published in the gazette.
   • Publication of a notice in a national daily newspaper calling on all the creditors to file their proof of debt, and calling on all debtors to pay up or make arrangement before a fixed date to their debt.
   • Publication of first creditors meeting by the official liquidator to bring the creditors the state of liquidation.
   • Gathering of the veto of the company by the official liquidator.
   • There shall be a publication of second creditors meeting.
   • Finally, the assets of the company shall be sold to pay off its creditors.
10. Dissolution
    • This is the final stage of the winding up process.
    • However, when an information is supplied to the Registrar by a creditor or a member or an officer of the company or by the Registrar’s own know, that a company has not been carrying on business or is still in operation, the Registrar may send a notice to inquire if the company is carrying on business or not. If no response is received after 2 months and a second notice is sent but still no feedback is received after 2 months of sending the second notice, the Registrar will publish a notice in the Gazette with the view of striking off the name of the company from the register. Where no feedback is received to that effect, the Registrar dissolves the company by striking off its name from the register of companies.
11. There is no legal time limit on business liquidation. From beginning to end, it usually takes between six and 24 months to fully liquidate a company.

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Required Documents

• Application form Link
• Renewal / File Annual Return Up to Date
• Write a notification letter to RGD and attach Form A and copy of the original certificate

Office Locations & Contacts

GREATER ACCRA REGION
P.O.Box 118 Accra
Tel: +233 302 664 691-93
Fax: +233 302 662043
Email: [email protected]
Digital Address:GA-143-4647
Contact link

ASHANTI REGION
Opposite Hotel Gandolfo Asafo PMB, Kumasi
Tel: +233 322 083 151 / 322 042 152
Email: [email protected]
Contact link

WESTERN REGION
P.O.Box 251 Ministries, Sekondi
Tel: +233 312 482 58
Email: [email protected]
Fax: +233 312 48258
Digital Address: WS-001-7903
Contact link

NORTHERN REGION
Tel: +233 372 023 715
Email: [email protected]
Email: [email protected]
Digital Address: NT-0066-0976
Contact link

Eligibility

• Only Ghanaians above the age of 18 years are eligible.
• In Ghana, a category of workers are obligated to register a private company unlimited by shares. They include lawyers, architects and auditors.

Fees

• Pay processing fees for this procedure is GHS 60.00

Validity

Explain the time until which the certificate/document is valid.
e.g. Birth Certificate Valid Forever

Documents to Use

Link
Link

Sample Documents

Please attach sample completed documents that would help other people.

Processing Time

• There is no legal time limit on business liquidation. From beginning to end, it usually takes between six and 24 months to fully liquidate a company.

Related Videos

Videos explaining the procedure or to fill the applications.
Attach videos using the following tag <&video type='website'>video ID|width|height<&/video&> from external websites.
Please remove the '&' inside the tags during implementation.
Website = allocine, blip, dailymotion, facebook, gametrailers, googlevideo, html5, metacafe, myspace, revver,
sevenload, viddler, vimeo, youku, youtube
width = 560, height = 340, Video ID = Can be obtained from the URL of webpage where the video is displayed.
e.gIn the following url 'http://www.youtube.com/watch?v=Y0US7oR_t3M' Video ID is 'Y0US7oR_t3M'.

Instructions

Please provide other instructions related to the certificate/documents.
E.g. the state office holds birth records since January 1908.

Required Information

• Name of the Applicant
• Registration number
• General name of business
• Full Name of the Business
• TIN(Taxpayer Identification No)
• Name of the company
• Declaration
• Signature

Need for the Document

• The cessation filing is a legal proof that the business is dissolved.

Information which might help

• Winding up a company is a process of bringing all the affairs of a company to an end. This process includes liquidation and dissolution. During the process, the company ceases to transact its usual business with the intent of disposing or selling off all the assets of the company to offset the debts of the company (pay its creditors). After the disposal of assets, any surplus or remaining assets thereof shall be shared among the members in the proportion of the shares held by them.
• This process of selling off the assets of a company to settle its debts (during the period of winding up) is called liquidation. Liquidation becomes necessary in the winding up process where there are assets and the company has liabilities/creditors to offset as at the time. Thus, when we say a company is insolvent, it implies it cannot pay its obligation when due.

Other uses of the Document/Certificate

Please explain what are other uses of obtaining this document/certificate.
e.g. Birth Certificate can be used as proof of identity.

External Links

Link

Others

More information which might help people.