The Companies Act, 2019 ( ACT 992)
Section 242: (1) A merger proposal shall set out the terms of the scheme and provide at least for the following:
(a) in respect of each transferor company and the transferee company,
(i) the name of the company,
(ii) the address of the registered office of the company, and
(iii) the type of company;
(b) the number of shares in the transferee company to be allotted to members of a transferor company for a given number of their shares referred to as the "share exchange ratio";
(c) the amount of any cash payment;
(d) the terms relating to the allotment of shares in the transferee company;
(e) the date from which the holding of shares in the transferee company will entitle the holders to participate in profits, and any special conditions affecting that entitlement;
(f) the date from which the transactions of a transferor company are to be treated for accounting purposes as being those of the transferee company;
(g) any rights or restrictions attaching to shares or other securities in the transferee company to be allotted under the scheme to the holders of shares or other securities in a transferor company to which any special rights or restrictions attach, or the measures proposed concerning them;
(h) the name of the transferee company where it is the same as the name of one of the merging companies;
(i) the full name and residential address of each director and the secretary of the transferee company;
(j) the address for service of the transferee company;
(k) the shareholding structure of the transferee company, specifying the
(i) number of authorised shares of the company; and
(ii) rights, privileges, limitations, and conditions attached to each share of the company;
(l) the manner in which the shares of each transferor company are to be converted into shares of the transferee company;
(m) where the shares of a transferor company are not to be converted into shares of the transferee company, the consideration that the holders of those shares are to receive instead of shares of the transferee company;
(n) any payment to be made to a member or director of the
transferor company, other than a payment of the kind described in paragraph (m);
(0) details of any arrangement necessary to complete the merger and to provide for the subsequent management and operation of the transferee company; and
(p) a copy of the proposed constitution of the transferee company, if any.
(2) A merger proposal may specify the date on which the merger is intended to become effective.
(3) Where the shares of one of the merging companies are held by or on behalf of another merging company, the merger proposal shall
(a) provide for the cancellation of those shares without payment or for any other consideration when the merger becomes effective; and
(b) not provi.de for the conversion of those shares into shares of the transferee company.
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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