Public Notice NPA N. 028 Requirements for Transfer of License
a) The Transferor Company may merely transfer the OMC License to the Transferee Company to enable the transferee company undertake business as an OMC. In this case the consideration for such transfer may be part shareholding by the Transferor in the Transferee Company or an agreed periodic (annual) cash consideration for the use of the License. In this case the transferor company may continue to exist in another form carrying out probably a different activity (it must change its regulations to be able to do that) but cannot continue to operate as an OMC and so it has to transfer its business interests in existing retail outlets etc to the Transferee Company
b) Another scenario is that the transferee company will buy the Transferor Company as a going concern. That is the owners of the Transferor Company will sell all or part of their ownership interests in the company to the Transferee Company. The Transferor Company ceases to exist and transforms into a new company with new owners etc. In this case also the Transferor Company would pass on its business interests in existing retail outlets and other contractual interests to the Transferee.
c) A possible third scenario is that the two companies may simply merge to form a new company to continue the existing business as an OMC. Under this the assets and liabilities of the two companies are merely transferred to the new company and the two companies are liquidated
Procedure to Follow
1. Pursuant to the provisions of Act 691, a licensee seeking to transfer a PSP licence shall have operated and be in good standing in the Petroleum Downstream Industry for a minimum of three (3) years from the date the PSP license was granted.
2. A licensee seeking to transfer a licence shall formally apply to the National Petroleum Authority (NPA) in writing prior to commencing the transfer process and submit the following documents with the application:
i. Business Registration Documents (i.e. Certificate of Incorporation, Certificate to Commence Business and Company’s Regulations of both the Transferor and Transferee Company)
ii. Special Resolution from shareholders of Transferor Company approving the disposal of its assets and issued shares to the Transferee Company.
iii. Board Resolution of Transferor Company approving the disposal of its assets and issued shares to Transferee Company;
iv. Special Resolution of shareholders of the Transferee Company authorizing the purchase of shares and assets of the Transferor Company;
v. Board Resolution of the Transferee Company authorizing the purchase of shares and assets of the Transferor Company;
vi. Stamped Share/Assets Purchase Agreement between the Transferor and the Transferee indicating the sale/purchase of the assets from the Transferor by the Transferee company.
vii. Evidence that the Transferor Company has fulfilled all obligations to the Authority including payment of licence fees, etc. The documents listed above are without prejudice to any further documentation that may be required by the NPA as well as the Ghanaian Local Content Policy requirement
viii. Evidence of valid regulatory permits including an environmental permit from the Environmental Protection Agency (EPA).
3. Upon the grant of a conditional approval of the application by the NPA, the Transferee company shall submit the following documents to complete the approval process:
i. Revised Forms 3&4 indicating the share acquisition by the Transferee Company.
ii. Shareholder and Board Resolution supporting the change of company name, where applicable.
iii. Amended Company’s regulations of the Transferee Company
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Responsible Institution
No.6 George Walker Bush Highway Adjacent Petroleum Commission Dzorwulu, Accra
- Email: info@npa.gov.gh
- Website: http://www.npa.gov.gh/
- GPS: GA-156-7533
- Telephone: +233 0302 550333 +233 0302 766195 +233 0302 766196
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