The Companies Act, 2019 ( ACT 992)
Section 259. (1) Where a body corporate, whether a company within the meaning of this Act or not, in this section referred to as the "transferee company", has made an offer to the holders of shares in a company, in this section referred to as the "transferor company", if the conditions specified in subsection
(2) are duly fulfilled, the transferee company may compulsorily acquire the shares in the transferor company in the manner specified in this section.
(2) This section applies if,
(a) the offer by the transferee company is made to the holders of the whole of the shares in the transferor company, other than those already held by the transferee company or any of the associated companies of the transferee company or by nominees for the transferee company or any of the associated companies of the transferee company;
(b) the consideration for the acquisition is
(i) the allotment of shares in the transferee company, or (ii) at the option of the holders, a payment of cash;
(c) the same terms are offered to the holders of the shares to whom the offer is made or, where there are different classes of shares, to the holders of shares of the same class;
(d) within four months after the making of the offer, it has been accepted in respect of not less than nine-tenths of the whole of the shares and of not less than nine-tenths of the shares of each class, other than shares already held by the transferee company or any of the associated companies of the transferee company or by nominees of the transferee company or any of the associated companies of the transferee company and the holders of those shares are not less than three-fourths in n umber of the holders of those shares and of each class of those shares.
(3) Where the conditions specified in subsection (2) are fulfilled, the transferee company may, within two months after the conditions are fulfilled, give notice in the prescribed form to a member who has not accepted the offer in respect of the shares of that member that the transferee company desires to acquire those shares.
(4) When the notice under subsection (3) is given, the transferee company is entitled and bound to acquire those shares on the terms of the offer, unless on an application made by the member in accordance with subsection (5), the Court orders otherwise.
(5) At any time within a period of two months from the serv- ice of the notice referred to in subsection (3), a member to whom notice has been given in accordance with subsection (3), may apply to the Court and the Court may order that the transferee company shall not be entitled to acquire the share of that holder or that the transferee company shall be bound to acquire those shares on any other terms that the Court may order.
(6) On an application to the Court under subsection (5) the Court, before making an order, may on the recommendation of the Registrar appoint one or more reporters to investigate the fairness of the offer and to report on the fairness to the Court.
(7) The remuneration of the reporters shall be fixed by the Registrar and the remuneration and the proper expenses of the investigation shall be borne by the transferee company or by the applicant or both as the Court shall order.
(8) Where the Court makes an order under subsection (5), that the transferee company shall be bound to acquire the shares concerned on terms different from those of the original offer, the transferee company shall give notice in the prescribed form, of the amended terms, to the other holders of shares of the same class and to the former holders of shares of the same class who accepted the original offer, unless the Court otherwise orders.
(9) At any time within two months of the giving of the notice,
(a) a member is entitled to require the transferee company to acquire the shares on the same terms as those ordered by the Court, and
(b) a former member is entitled to require the transferee company to payor transfer to that former member the additional consideration to which the former member would have been entitled had the shares been acquired on the terms ordered by the Court.
(10) Where notice is given by the transferee company under subsection (3) and the Court has not, on an application by the member under subsection (5), ordered to the contrary, the transferee company shall,
(a) on the expiration of two months from the date on which notice is given, or
(b) if an application by the member under subsection (5) is then pending after that application has been disposed of,
transmit a copy of the notice to the transferor company together with an instrument of transfer executed on behalf of the member by a person appointed by the transferee company and on its own behalf by the transferee company, and transfer to the transferor company the shares, or if the member has exercised the cash option, pay to the transferor company the cash, representing the consideration payable by the transferee company for the shares which by virtue of this section the transferee company is entitled to acquire.
(11) After receipt of payment under subsection (10), the transferor company shall register the transferee company as the holder of those shares.
(12) The sums of money received by the transferor company under subsection (10) shall be paid into a separate bank account and the sums of money and the shares so received shall be held by the transferor company in trust for the several persons entitled to the shares in respect of which the sums of money and shares were received.
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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