The Companies Act, 2019 ( ACT 992)
Section 192: (1) Despite a provision in the constitution of a company to the contrary, a director shall not, without the consent of the company in accordance with section 193, place that director in a position in which the duties of the director to the company conflicts or may conflict with the personal interests or the duties to other persons, and in particular, without that consent, a director shall not,
(a) use to the advantage of that director any money or prop- erty of the company or use, otherwise than in accordance with section 198, any confidential information or special knowledge obtained by that director in the capacity of di- rector;
(b) be interested directly or indirectly, otherwise than merely as a shareholder or debenture holder in a public company, in a business which competes with that of the company; or
(c) be personally interested, directly or indirectly, in a contract
or any other transaction entered into by the company ex- cept as provided by section 194.
(2) The duty of a director to avoid conflict is not infringed if
(a) the situation cannot reasonably be regarded as likely to give rise to a conflict of interest; or
(b) the matter has been authorised by the directors. (3) Authorisation may be given by the directors
(a) where the company is a private company and nothing in
the constitution of the company invalidates the authorisation, by the matter being proposed to and authorised by the directors; or
(b) where the company is a public company and the constitution of the company includes provisions enabling the directors to authorise the matter, by the matter being proposed to and authorised by the directors in accordance with the constitution.
(4) The authorisation is effective only if
(a) any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director question or any other interested director, and
(b) the matter was agreed to without the voting of the directors or would have been agreed to if the votes of the directors had not been counted.
(5) Any reference in this section to a conflict of interest includes a conflict of interest and duty and a conflict of duties.
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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