The Companies Act, 2019 ( ACT 992)
Section 194: (1) Except as otherwise provided in the constitution of a company, a director, despite section 192 is entitled to enter into a contract with the company and, subject to compliance with section 190 and with subsections (2) to (7) of this section, the contract or any other contract by the company in which a director is in any way interested, shall not be liable to be avoided nor is a director liable to account for a profit made by reason of the director holding that office or of the fiduciary relationship so established.
(2) A director who is directly or indirectly, interested in a contract or proposed contract entered into or to be entered into by or on behalf of the company shall declare the nature and extent of the interest at a meeting of the directors of the company.
(3) In the case of a proposed contract, the declaration required by subsection (2) to be made by a director shall be made
(a) at the meeting of the directors at which the question of entering into the contract is first taken into consideration, or
(b) if the director was not at the date of that meeting interested in the proposed contract, at the next meeting after the director became so interested, and in a case where the director becomes interested in a contract after it is made, the declaration shall be made at the first meeting of the directors held after the director becomes so interested.
(4) For the purposes of this section, a general notice in writing given to the directors of the company by a director to the effect that the director is a member of a specified company or firm, and is to be regarded as interested in a contract which may, after the date of the notice, be made with that company or firm, is a sufficient declaration of interest in relation to a contract or proposed contract so made or to be made, if
(a) the notice states the nature and extent of the interest of the director in that company or firm;
(b) at the time the question of confirming or entering into a contract is first taken into consideration the extent of the interest of the director in that company or firm is not greater than is stated in the notice
(c) the general notice is not effective unless it is given at a meeting of the directors, or the director giving the notice takes reasonable steps to secure that it is brought up and read at the next meeting of directors after the notice is given; and
(d) the general notice is not effective for more than twelve months but may from time to time be renewed.
(5) A director of a company shall not enter into a contract on behalf of the company in which the director knows or has knowledge, that any other director of the company or an associated company is materially interested, whether directly or indirectly, until a resolution has been passed by the directors approving the contract.(6) In the case of a proposed contract in which the director is interested, the director shall, before the consideration of the matter, disclose the nature and extent of the interest of the director in the proposed contract at a meeting of directors or by written notice given to the directors and shall cause that interest to be registered in the Interests Register and to be disclosed to the Board of the company in accordance with section 195.
(7) A director shall neither be present nor vote in respect of a contract or an arrangement at a meeting in which that director is materially interested or be counted in the quorum required for that business.
(8) Subsection (7) shall not apply to
(a) an arrangement for giving a director a security and indemnity in respect of money lent by the director to obligations undertaken by the director for the benefit of the company;
(b) an arrangement for the giving by the company of a security
to a third party in respect of a debt or obligation of the company for which the director personally has assumed responsibility in whole or in part under a guarantee or indemnity or by the deposit of a security; or
(c) a contract by a director to subscribe for or underwrite shares or debentures of the company.
(9) A copy of a declaration made and of a notice given in pursuance of this section shall, within three days after the making or giving of the declaration or notice, be entered in a book kept for this purpose.
(10) For the purposes of this section, an interest merely as holder of debentures, or of not more than two per cent of the shares or a class of shares, of a public company is not a material interest.
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
...
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
Loading. Please wait....