The Companies Act, 2019 ( ACT 992)
Section 145: (1) A company shall not enter into a major transaction unless the transaction is
(a) approved by special resolution; or
(b) contingent on approval by special resolution.
(2) For the purposes of this section,
(a) 'assets’ include property of any kind whether tangible or intangible; (b) 'major transaction' means
(i) the acquisition of, or an agreement to acquire, whether contingent or otherwise, assets, the value of which is more than seventy-five percent of the value of the assets of the company before the acquisition; or
(ii) the disposition of, or an agreement to dispose of, whether contingent or otherwise, assets of the company the value of which is more than seventy-five percent of the value of the assets of the company before the disposition; or
(iii) a transaction that has or is likely to have the effect of the company acquiring rights or interests or incurring obligations or liabilities, including contingent liabilities, the value of which is seventy-five percent of the value of the assets of the company before the transaction; and
(c) the assets of the company as regards major transactions under paragraph (b), include the assets of the company and that of the subsidiaries.
(3) The provisions of paragraphs (a) and (b) of subsection (2) shall not affect an agreement entered into by a company to give a charge secured over the assets of that company the value of which is more than seventy-five percent of the assets of the company, for the purpose of securing the repayment of money or the performance of an obligation.
(4) In assessing the value of a contingent liability for the purposes of subparagraph (iii) of paragraph (b) of subsection (2), the directors
(a) shall have regard to every circumstance that the directors know, or ought to know, affects, or may affect, the value of the contingent liability;
(b) may rely on estimates of the contingent liability that are reasonable in the circumstances; and
(c) (i)
may take account of
the likelihood of the contingency occurring; and
(ii)
extinguish the contingent liability.
any claim the company is entitled to make and can reasonably expect to be met to reduce or
(5) The provisions of this section do not apply to a major trans- action entered into by a receiver appointed pursuant to an instrument that creates a charge over the whole of or a substantial part of the property of a company.
(3) Despite a contrary provision in the constitution of a company, an auditor shall be appointed by ordinary resolution of the company and not otherwise.
(4) For the purposes of subsection (3),
(a) the directors may appoint the first auditors of a company and may fill a casual vacancy in the office of auditor; or
(b) if a company does not have an auditor for a continuous period of three months the Registrar may appoint an auditor for that company.
(5) An existing auditor shall continue in office until,
(a) that auditor ceases to be qualified for appointment;
(b) that auditor resigns from office by notice in writing to the company;
(c) an ordinary resolution is duly passed at an annual general meeting in accordance with section 141 removing that auditor from office or appointing any other person in place of that auditor as from the conclusion of the annual general meeting; or
(d) the tenure of that auditor ends;
and when a casual vacancy occurs in the office of the auditor, [he surviving or continuing auditor may act.
(6) Within fourteen days after the occurrence of a change in the auditors of a company, the company shall give notice of the change in the prescribed form to the Registrar for registration.
(7) For the purposes of subsection (6)
(a) where a partnership firm has been appointed auditor in the name of the firm, the name and business address of the firm shall be given to the Registrar, and
(b) a change in the constitution of the firm or of the partners
in the firm with respect to an auditor of the company is not a change in the auditors.
(8) Before accepting the appointment as an auditor of a company, the auditor shall communicate with the retiring auditor and request the retiring auditor to make any representations and supply information about the company.
(9) The retiring auditor shall respond to the request and supply the requisite information.
(10) Where a company contravenes a provision of this section or describes as auditor of the company a person who has not been duly appointed, the company and an officer of the company that is in default are liable each to pay to the Registrar an administrative penalty of two hundred and fifty penalty units.
(11) An auditor shall hold office for a term of not more than six years and is eligible for appointment after a cooling-off period of not less than six years.
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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