The Companies Act, 2019 ( ACT 992)
Section 244: (1) A company and one or more other companies that are directly or indirectly wholly owned by the company may merge and continue as one company without complying with section 259 or 261 where
(a) the merger is approved by a resolution of the directors of each of the merging companies; and
(b) each resolution provides that the
(i)shares of each merging company, other than the transferee company, shall be cancelled without payment or other consideration;
(ii) constitution of the transferee company, shall be the same as the constitution of the transferor company; and
(iii) directors of each of the merging companies are satisfied on reasonable grounds that the transferee company shall be solvent, immediately after the merger becomes effective.
(2) Two or more companies, each of which is directly or indirectly wholly owned by the same company, may merge and continue as one company without complying with section 259 or 261 where
(a) the merger is approved by a resolution of the directors of each of the merging companies; and
(b) each resolution provides that
(i)the shares of all but one of the merging companies shall be cancelled without payment or other consideration;
(ii) the constitution of the transferee company, shall be the same as the constitution of the merging company whose shares are not cancelled; and
(iii) the directors are satisfied on reasonable grounds that the transferee company shall, immediately after the merger becomes effective, satisfy the solvency test.
(3) The directors of each of the merging companies shall, not less than twenty-eight days before the merger is proposed to take effect, give written notice of the proposed merger to every secured creditor of the company.
(4) The resolutions approving a merger under this section, taken together, shall be deemed to constitute a merger proposal that has been approved.
(5) The directors who vote in favour of a resolution under subsection (1) or (2), as the case may be, shall sign a certificate stating
(a) that, in their opinion, the conditions set out in subsection (1) or (2) are satisfied; and (b) the grounds for the opinion of the directors.
(6) A director who fails to comply with subsection (5) is liable to pay to the Registrar an administrative penalty of three 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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