The Companies Act, 2019 ( ACT 992)
Section 243: (1) The directors of each of the merging companies shall resolve that
(a) in their opinion, the merger is in the best interest of the company; and
(b) the directors are satisfied on reasonable grounds that the transferee company shall be solvent immediately after the merger becomes effective.
(2) The directors who vote in favour of a resolution under sub- section (1) shall sign a certificate stating
(a) that, in their opinion, the conditions set out in that subsection have been satisfied; and
(b) the grounds for the opinion of the directors.
(3) The directors of each of the merging companies shall send to each member of the transferor company, not less than twenty-eight days before the merger is proposed to take effect,
(a) a copy of the merger proposal;
(b) copies of the certificates given by the directors of each transferor company;
(c) a summary of the principal provisions of the constitution of the transferee company, if any;
(d) a statement that a copy of the constitution of the transferee company shall be supplied to any member of the company upon request;
(e) a statement setting out the rights of members pursuant to the merger including the number of shares in the transferee company to be allotted to members of a transferor company for a given number of their shares and the amount of any cash payment;
(f) a statement of any material interest of the directors in the proposal, whether in that capacity or otherwise; and
(g) any other information and explanation that may be necessary to enable a member of the company to understand the nature and implications for the transferor company and its members of the proposed merger.
(4) The directors of each transferor company shall, not less than twenty-eight days before the merger is proposed to take effect,
(a) send a copy of the merger proposal to every secured creditor of the company; and
(b) give public notice of the proposed merger, including a statement that
(i) copies of the merger proposal are available, at the registered offices of the merging companies and at any other place as may be specified during normal business hours, for inspection by a member or creditor of a merging company or any other person to whom a merging company owes that obligation; and
(ii) a member or creditor of a transferor company or any other person to whom a merging company owes an obligation to supply a copy of the merger proposal, is entitled to be supplied, free of charge, with a copy of the merger proposal upon request to a merging company.
(5) The merger proposal shall be approved by a majority in number, representing seventy-five percent in value, of each class of
(a) members of each of the merging companies, present and voting either in person or by proxy at a meeting;
(b) creditors of each of the merging companies; and
(c) members or an interest group where the merger proposal or the constitution of a transferor company, requires the approval of that class of members or interest group.
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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