Ghana - Apply for Unlimited Liability Company

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Procedure

Apply In-Person:

1. To Apply for Unlimited Liability Company, the applicant has to approach the Register General Department (RGD) office Contact link
2. An applicant has to download the form from this Link.
3. Choose a business name. The company must check with the Registrar General's Department whether their preferred business name is available. If the preferred name is already taken or too similar to the name of an existing corporation, the company must choose a different name. Unless special permission has been sought, a company limited by shares must have a business name ending with the word "Limited".
4. Make sure that you have all the documents that are mentioned in 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. Register with the Ghana Revenue Authority (GRA). The company must obtain a tax identification number (TIN) for itself and personal TINs for its intended directors and the intended secretary, if they don't have them already. (Estimated processing time.
7. Applicant all details must be filled in the application Form 3, Form 26(A).
8. Forms 26(B) - The Company Secretary shall, before assuming office, lodge with the company for onward transmission to the Registrar, the written consent to serve as a Company Secretary.
9. Forms 26(C)-This is a form that is required to be completed by the directors of the company to declare that the information provided is true.
10. Then, the applicant must be filled in the application form for Beneficial Ownership Form
11. Incorporation and filing fees are also required to be paid upon submission of business registration forms. The total cost is 330 Ghana cadis’, which is payable directly at the RGD by cash.
12. There are two main statutory fees to be paid at the Registrar General’s Department during company registration; these are Stamp duty, Incorporation and filing fees.
13. Upon submission of forms, one should expect to have the process completed in 2 weeks, after which the following documents will be issued by Certificate of incorporation, Form 3, Beneficial Ownership Details, Constitution, certificate of commence business.

Apply online

1. Applicant must go to online website Link
2. Applicant should search for the availability of the applicant business name by clicking on “Name Search”.
3. Applicant can “Download” forms of the entity type he/she want to register.
4. Then “print, fill, sign and scan” the form and other supporting documents may be required and they can be found under the "Required Documents" section of this page.
5. Then, the applicants must create an account as a portal user.
6. Applicant login with the “user name” and “password” given after the account creation.
7. Applicant must select Entity Registration link again on the left pane.
8. Then, applicant click on “Create New” button if name has not been reserved or click on “Create from Name Reservation” button if business name has been reserved.
9. Applicant must select entity type from the dropdown list.
10. Applicant type business name under entity name and click on Proceed button.
11. Then, Certificate and other supporting documents are issued when applicant approval is given.
12. Input data, upload scanned and signed document and applicant follow the instructions.
13. Pay online by clicking on “make payment online” link.
14. The status of the registration will be communicated via SMS.
15. Applicant click on e-Certificate link to save or print certificate and other supporting documents after approval is given.

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Required Documents

• Application form Link.
• Provide Consent letter from certified auditor by the Institute of Chartered Auditors and must be registered as a Sole Proprietor/Partnership
• Form 3 must be witnessed by Commissioner for Oaths/Notary Public/Self-Declared
• Submit filled forms at the Company Registration Counter for Verification and Capturing or via Online
• Pay two hundred and thirty Ghanaian Cedi (GHS 230) for Incorporation or via Online
• Also filing fee of Hundred Ghanaian Cedi (GHS 100) and 0.5% stamp duty on stated capital at the in-house bank or via Online

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

• According to the Companies Act 179, all companies are required to have at least two initial directors and a secretary during the company registration process. At least one of the company directors or secretary must be resident in Ghana.
• In Ghana, a category of workers are obligated to register a private company unlimited by shares. They include lawyers, architects and auditors.
• Foreigners are also allowed to own an unlimited liability company.

Fees

• A total for this procedure is 330 GHS.
• Stamp duty is 0.5% of the stated capital. For example, a stated capital of 100,000 Cedi’s is equivalent to a stamp duty of 0.5% x 100,000 Cedi’s = 500 Ghana Cedi’s. The minimum amount of stated capital for all 100% Ghanaian owned limited liability companies is 500 Cedi’s.

However, companies with joint foreign ownership, 100% foreign ownership have different stated capital requirements. The stated capital requirement for companies in this categories are:

• 100% foreign ownership –US $ 500,000
• Joint venture between foreigner and Ghanaian – US $ 200,000
• Trading enterprise (whether jointly owned or 100% foreign owned) – US $ 1,000,000

Validity

• Validity for this certificate for 1 year

Documents to Use

Link

Sample Documents

Please attach sample completed documents that would help other people.

Processing Time

• The Certificate issued in 2 to 3 weeks.

Related Videos

Videos explaining the procedure or to fill the applications.
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e.gIn the following url 'http://www.youtube.com/watch?v=Y0US7oR_t3M' Video ID is 'Y0US7oR_t3M'.

Instructions

• Act 992 defines an external company as a body corporate formed outside the jurisdiction of the Republic of Ghana which has an established place of business in Ghana.

Required Information

 Form 3- Information required completing the form

• Company Name
• Nature of Business (Give a brief description of the company’s business activities
• Registered Office
• Digital Address
• House Number/Building or flat Name
• Street Name
• City
• District
• Region
• Principal Place of Business
• Digital Address
• House Number/Building or flat Name
• Street Name
• City
• District
• Region
• Other place of business if any
• Personal details of Directors, Secretary and Shareholders (nationality, date of birth, occupation, contact, email and residential address)
• Tax Identification Number of Directors, Secretary and Shareholders
• Auditor’s details

Forms 26(b)-Information required completing this form

• Company Name
• Personal details of the secretary (Name, Residential Address, Postal Address, Mobile Number and qualification)
• Signature
• Date

Beneficial Ownership Form-Information required completing the form;

• Purpose of Beneficial Ownership Information (You select “Company Registration)
• Company Information
• List of the Beneficial Ownership.
• Details of the Beneficial Ownership
• Type of Company

Need for the Document

• These are the legal documents of proof of company’s existence in Ghana. The documents will indicate clearly the business name, activities, business address, directors’ details, company TIN as well as shareholder’s information among others. The business certificates can be used for any business transaction or open a corporate bank account with any of the commercial banks in Ghana.

Information which might help

• A private company unlimited by Shares, according to the Ghana’s company’s code 1963, Act 179, section 9C is a company with no limit on the liability of its members and registering such companies follows certain guidelines. An unlimited liability company is a hybrid company incorporated with or without a share capital and the legal liability of the shareholders or members is not limited.  The joint, several and non-limited liability of the members or shareholders to meet any insufficiency in the assets of the company apply only upon the formal liquidation of the company.
• Simply put, an unlimited liability is one in which the liability of the shareholders for the debts of the company is unlimited. There is no separation between personal and company resources of the shareholders in situations where the company has to pay debts. There is maximum exposure to risks.
• Unlimited liability is the exact opposite of the limited liability where the liability of the investors or owners of a company is limited to the amount of money that they have contributed or invested in the business.

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.