The Companies Act, 2019 ( ACT 992)
Section 188: (1) The directors of a company shall meet at least once every six months in each year to consider financial and operational affairs of the company.
(2) Subject to a contrary provision in the constitution of a company,
(a) the directors may
(i)meet together in the country or elsewhere for the despatch of business,
(ii) adjourn and otherwise regulate the meetings of the directors as the directors think fit, and
(iii) delegate any of the powers of the directors to committees consisting of the member or members of their body that the directors think fit; but a committee so formed shall in the exercise of the powers so delegated conform to the regulations that may be imposed on the committee by the directors;
(b) a director may, and the Company Secretary on the requisition of a director shall, at any time summon a meeting of directors, and a director being a member of a committee may, and the Company Secretary on the requisition of that shall, at any time summon a meeting of the committee;
(c) it is necessary to give notice of a meeting of directors or of a committee of directors to a director for the time being absent from the country;
(d) the quorum necessary for the transaction of business of the directors and of a committee of directors may be fixed by
the directors, and unless so fixed shall be two, or, in the case of a one-person committee, one;
(e) except as provided in paragraph (f), a business shall not be
transacted in the absence of a quorum although a quorum was present at the commencement of the meeting;
(f) the continuing directors may act despite a vacancy in their body but, if and so long as the number of directors is reduced below the number fixed as the necessary quorum, the continuing directors or director may act for four weeks after the number is so reduced, but after the four weeks may act only for the purpose of increasing the number of directors to that number or of summoning a general meeting of the company and for no other purpose;
(g) the directors and a committee of directors may elect a chair- person of their meetings and determine the period for which the chairperson is to hold office, but if a chairperson is not elected, or if at a meeting, the chairperson is not present within five minutes after the time appointed for holding the meeting, those present may choose one of their number to be chairperson of the meeting;
(h) questions arising at a meeting of the directors or a committee of directors shall be decided by a majority of votes and in the case of an equality of votes the chairperson shall have second or casting vote;
(i)attendance and voting by proxy is not permitted at meetings of directors or committees of directors; and
(j) a resolution in writing, signed by the directors for the time being entitled to receive notice of a meeting of the directors, or of a committee of directors, is as valid and effectual as if it had been passed at a meeting of the directors or a committee of directors duly convened and held.
(3) A company shall cause minutes of the proceedings of meetings of the directors and a committee of directors to be entered in a book or books kept for the purpose.
(4) A minute kept under subsection (1), if purporting to be signed by the chairperson of the meeting at which the proceedings took place or of the next succeeding meeting, is prima facie evidence of the proceedings.
(5) Where minutes have been kept in accordance with this section, until the contrary is proved, the meeting is duly convened, held and conducted and the appointments of directors are valid.
(6) Where a company fails to comply with subsection (1), the company and every officer of the company that is in default is liable to pay to the Registrar, an administrative penalty of five hundred penalty units.
Subject : Registration of Business
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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