The Companies Act, 2019 ( ACT 992)
Section 9: (1) A company limited by shares may be converted into a company limited by guarantee if,
(a) the liability on any of its shares is fully paid;
(b) all the members agree in writing to the conversion and to the voluntary surrender to the company for cancellation of the shares held by them immediately before the conversion;
(c) a new constitution, appropriate to a company limited by guarantee, is adopted by the company pursuant to section 30; and
(d) a member agrees or the members agree in writing to contribute to the assets of the company, in the event of the company being wound up, to an amount of money not less than that prescribed by subsection (3) of section 8
.
(2) On delivery to the Registrar for registration of a statutory declaration by a director and the Company Secretary confirming that the conditions of subsection (1) have been complied with, the Registrar shall issue a new certificate of incorporation to the effect that the company is limited by guarantee.
(3) From the date stated in the certificate
(a) the company is converted into a company limited by guarantee,
(b) the shares in the company shall be validly surrendered and cancelled despite the provisions of section 58, and
(c) the members of the company who have not agreed to
contribute to the assets of the company in the event of the company being wound up cease to be members of the company.
(4) Except in accordance with subsection (4) of section 21, the company shall not change the name under which the company was registered before the conversion.
(5) The omission of words
(a) "(PIc) Public Liability Company", or
(b) "(ltd) Private Company Limited"
as the last words of the name of the company after conversion shall not be regarded as a change of name.
(6) If the Registrar is of the opinion that the name under which the company is registered will be misleading or undesirable on its conversion to a company limited by guarantee, the Registrar shall in accordance with subsection (6) of section 21, direct the company to change its name and shall not issue a new certificate of incorporation until the direction has been complied with or cancelled in accordance with that subsection.
(7) Until a new certificate of incorporation is issued under sub- section (2), neither the surrender of the shares of the company nor the agreement to contribute to the assets of the company in the event of the company being wound up shall take effect.
(8) The conversion of a company, pursuant to this section shall not
(a) affect the rights or obligations of the company except as mentioned in this section; or
(b) render defective any legal proceedings by or against the company.
Procedure to Follow
1. Applicant may purchase a set of Limited Liability Forms from the in-house bank or via download
2. Provide Consent letter from certified auditor by the Institute of Chartered Auditors and must be registered as a Sole Proprietor/Partnership
3. Form 3 must be witnessed by Commissioner for Oaths/Notary Public/Self-Declared
4. A minimum of two directors is required. Each must submit Statutory Declaration & Consent Letter with the registion Form
5. Submit filled forms at the Company Registration Counter for Verification and Capturing or via Online
6. Pay two hundred and thirty Ghanaian Cedi (GHS 230) for Incorporation or via Online Also Filing fee of Fifty Ghanaian Cedi (GHS 50) and 0.5% stamp duty on stated capital at the in-house bank or via Online Registrar Examines, Approves & Issues : Certificate of Incorporation Certified Copy(CTC) of Standard/Registered Constitution of the Company Certified Copy(CTC) of Form 3 File Annual Returns at Fifty Ghanaian Cedi(GHS 50) together with Audited Account
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Responsible Institution
- Email: info@rgd.gov.gh
- Website: https://www.rgd.gov.gh
- GPS: GA-143-4647
- Telephone: +233 302 664 691-93
Relevant Forms to Download
Online System
Link Unavailable
Fees/ charges
Not Avaiable
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