Company registration in Ghana

Ghana is a growing African country that makes steps for enhancing its legal and corporate framework. Currently, the country emphasizes the growth of financial services, science and technology sectors as well as the spread of digitalization. If you decide to establish your presence in Ghana, the next options may help to arrange that.

Major Forms of Legal and Business Presence

If you have an intention of setting your commercial presence in Ghana, you may actually realize that in one of the next forms:

• Private Company Limited by Shares – a corporate entity with a separate legal personality. Its members are liable for the results of the company's operation only in the amount of unpaid value for their shares. Specific limitations concerning the transfers of the shares have to be applied in this case also. A company may have from 1 to 50 members. A minimum capital requirement for investment for a wholly-owned foreign vehicle should be at least USD 500,000; for a trading entity, that amount should be at least USD 1,000,000. For foreign participation, a minimum capital general requirement for a foreign applicant shall be USD 200,000 at least; for a trading vehicle, it constitutes USD 1,000,000.
• Public Company Limited by Shares – a corporate vehicle where the financial responsibility of members is also limited to the value unpaid to their shares. Still, for this company, it is allowed to offer shares to the public and transfer such freely. The option is suitable for raising extra financing. The same requirements concerning the amount of the capital contributions for a private company limited by shares wholly or partially owned by foreign citizens applicable to a public entity also.
• Unlimited Company – an option where the members of a corporate vehicle bear the entire liability for all outcomes of the business operation. Even the personal property of members may be called to cover possible losses.
• Partnership – a form when commercial activities are carried out by two or more people (up to 20) based on the partnership agreement between them. This option envisages the joint and severe liability for the outcomes of the partnership's operation. Formal registration is required in this case.
• External Company – a non-resident entity may establish its place of business in Ghana (liaison office, branch, management, mine, factory, or any other fixed place of running a business). Registration in Ghana is required for a non-resident entity.

Registration Requirements and Steps

Company registration in Ghana, a private company limited by shares, for instance, requires passing these preliminary stages:

1. Identifying commercial priorities you want to realize through a future company in Ghana.
2. Selecting and checking a business name for a corporate vehicle.
3. Choosing officials for a future corporate entity (two directors are necessary at least, one of them should be a resident of Ghana).
4. Collecting information about officials, shareholders and beneficiary owners of a future corporate vehicle.
5. Obtaining Tax Identification Numbers (TIN) for shareholders and officials (if they don’t have such).
6. Arranging the registered office for a vehicle.
7. Drafting the vehicle's regulations.
8. Lodging the package of documents to the Registrar General's Department.
9. Registration with the Ghana Investment Promotion Centre (required for foreign investors for obtaining an Investment Certificate and other permits).
10. Registration for tax purposes.
11. Obtaining business operating permit from the local government authority.
12. Registration for social security purposes.
13. Opening a corporate bank account.

Legal and Regulatory Framework

The legal system in Ghana is based on English common law. The Companies Act, the Incorporated Partnership Act and the Free Zone Act are major legal acts governing the procedure of founding and operating a business in Ghana. The Registrar General’s Department, the Ghana Revenue Authority, the Ghana Free Zones Authority, the Ghana Investment Promotion Centre and the Environmental Protection Agency are principal regulatory bodies foreign investors may deal with while operating in Ghana.

Advantages of the Jurisdiction

Forming a company in Ghana may turn out to be effective in view of the next advantages of the jurisdiction:

• Comparatively low costs for the company incorporation and operation
• Low employment and material-related expenses
• Availability of free zones

Tax System

If you assess an opportunity of establishing a company in Ghana, these basic highlights may be helpful for the preliminary assessment:

• Corporate income tax (CIT) rate – 25%
• Personal income tax rate (for non-residents) – 25%
• Value-added tax rate – 12.5%
• Withholding tax rates (for non-residents) – (i) dividends – 8% (ii) interests – 8 % (iii) royalties – 15%
• Capital gains tax rates – (i) corporate – equals to the standard CIT (ii) individual – basic 25%.

How Prifinance Specialists May Help You

An option of company formation in Ghana may require a more precise consideration with an emphasis on the concrete business objectives you have. Prifinance specialists can help you with that and suggest extra alternatives too. We are also ready to support entirely the overall registration process and further operation of a future entity. Opening a corporate bank account and dealing with other business-related matters also may be included in your service package. Reach us shortly for more precise discussions and suggestions.