The Companies Act, 2019 ( ACT 992)
Section 165 (1) A certified true copy of a special resolution of a general meeting or of a class of members and of a resolution
(a) to which a specified proportion of a class of members have consented in writing, and
(b) which would not have been effective for the purpose, unless the written consent had been given, without the passing of a special resolution, shall be forwarded to the Registrar for registration within twenty-eight days after the passing of the resolution or the making of the copy.
(2) The copy shall be printed, typewritten, or be in some other legible form acceptable to the Registrar.
(3) A copy of a special resolution of a general meeting of the company for the time being in force shall be embodied in or annexed to a copy of the constitution of the company after the passing of the resolution, but where the sole effect of the special resolution is to amend a constitution, this subsection is sufficiently complied with if a copy of the constitution adopted after the passing of the resolution embodies the effect of the amendment and refers to the date of the passing of the special resolution.
(4) Where a company fails to comply with this section, the company and every officer of the company that is in default is liable to pay to the Registrar an administrative penalty of twenty-five penalty units for each default.
(5) If the auditors of the company and the members of the company entitled to attend and vote at an annual general meeting agree in writing that an annual general meeting shall be dispensed with in any year, it shaJ.lnot be necessary for that company to hold an annual general meeting that year.
(6) If the annual general meeting is not held in accordance with subsection (5), the Registrar may, on a motion by the Registrar or on the application of an officer or a member of the company, call, or direct the calling of, an annual general meeting of the company, and may give the ancillary or consequential directions that the Registrar thinks fit, including directions modifying or supplementing, in relation to the venue, calling, holding and conducting of that meeting, the operation of
(a) section 159,
(b) paragraphs 1 to 3 of the Eighth Schedule,
(c) paragraphs 8, 9, 12, 13 of the Eighth Schedule,
(d) paragraphs 15 to 19 of the Eighth Schedule, and (e) the constitution of the company where applicable.
(7) Where a meeting held in pursuance of subsection (6) is not held in the year in which the default in holding the annual general meeting of the company occurred, the meeting so held shall be treated as the annual general meeting for that year, but shall not be treated as the annual general meeting for the year in which the meeting is held unless, at that meeting, the company resolves that it shall be so treated.
(8) Where a company passes a resolution pursuant to subsection (5) or (7), a copy of the
resolution shall, within twenty-eight days of the passage of the resolution, to the Registrar for registration.
(9) If an annual general meeting of the company is not held in
(a) accordance with subsection (1),
(b) compliance with the directions of the Registrar under sub-
section (6), or
be forwarded
(c) compliance with subsection (4), (7) or (8) of this section, the company and every officer of the company that is in default is liable to pay to the Registrar an administrative penalty of one hundred and fifty penalty units.
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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