The Companies Act, 2019 ( ACT 992)
Section 284: (1) The liquidator in a private liquidauon shall keep
(a) proper records and accounting records with respect to the
(i) acts and dealings of the liquidator,
(ii) con~uct of the winding up, and
(iii) receipts and payments by the liquidator; and
(b) a distinct account of the trading so long as the liquidator carries on the business of the company.
(2) In the event of the winding up continuing for more than a year, the liquidator shall
(a) summon a general meeting of the company at the end of the first year from the commencement of the winding up, and if each succeeding year, or at the first convenient date within three months of the end of the year or a longer period that the Registrar may allow, and
(b) lay before the meeting an account of acts and dealings of the liquidator and of the conduct of the winding up during the preceding year and of the trading during the time that the business of the company has been carried on, and within twenty-eight days after the meeting, shall send a copy of the accounts to the Registrar for registration.
(3) When the affairs of the company are fully wound up, the liquidator shall
(a) prepare and deliver to every member of the company final accounts of the winding up showing how the winding up has been conducted, the result of the trading during the time that the business of the company has been carried on, and how the property of the company has been disposed of, and
(b) convene a general meeting of the company for the purpose of laying before the company the accounts and of giving an explanation of the accounts.
(4) Within twenty-eight days after the meeting referred to in subsection (3), the liquidator shall deliver to the Registrar for registra- tion, copies of the accounts laid before the meeting and a statement of the holding of the meeting and of the date of the meeting.
(5) Where a quorum was not present at the meeting, the liquidator shall, in place of the statement mentioned, deliver a statement that the meeting was duly convened and that a quorum was not present at the meeting.
(6) The records, books and accounts shall be in the form that the Registrar may prescribe and shall give a true and fair view of the matters recorded in tbem and of tbe administration of the affairs of the company and of the winding up.
(7) The accounts referred to in subsections (2) and (3) shall be audited by the auditors of the company before being laid before the com- pany in general meeting in accordance with those subsections, and the auditors shall state in a report annexed to the accounts whether, in their opinion and to the best of their information,
(a) they have obtained tbe information and explanations necessary for the purpose of their audit;
(b) proper books and records have been maintained by the liquidator in accordance with this Act; and
(c) the accounts are in accordance with the books and records and give
(i) the information required by this Act in the manner required by this Act, and
(ii) a true and fair view of the matters stated in the accounts.
(8) For the purposes of this section, the audit and report of the auditors shall not be required if,
(a) the liquidator, or one of the liquidators, if more than one, is duly qualified under section 138 for appointment as auditor of a public company; and
(b) on or after the appointment as liquidator, the company resolved by special resolution that the accounts should not be required to be audited in accordance with subsection (7).
(9) Meetings required to be convened under this section shall be convened and held, so far as may be, in accordance with the provisions of this Act and the constitution of a company relating to general meetings.
(10) The liquidator shall preserve the books and papers of the company and of the liquidator for a period of five years from the disso- lution of the company, but after that period, may destroy tbose books and papers unless the Registrar otherwise directs, in whicb event, the liquidator shall not destroy them until the Registrar consents in writing.
(11) A liquidator wbo fails to comply with a provision of this section commits an offence and is liable on summary conviction to a fine of not less than one hundred and twenty-five penalty units and not more than two hundred and fifty penalty units.
(12) For the purposes of this section, the delivery of a document shall be considered as effective if delivered in the
(a) hard copy form; or
(b) electronic version, supported by evidence of same.
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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