The Companies Act, 2019 ( ACT 992)
Section 312: (1) Where a public company makes a general invitation to the public to subscribe for any of the shares or debentures of the company, the amount of money payable on application for the shares or deben- tures shall not be less than twenty per cent of the subscription price.
(2) Unless, within twenty-eight days of the expiration of the offer period, the amount stated in the prospectus as the minimum amount of money which, in the opinion of the directors, must be raised in order to provide for the matters specified in subparagraph (b) of paragraph 22 of the Tenth Schedule, in this section called the minimum subscription, has been subscribed and the amount payable on application for the mini- mum subscription has been paid to and received by the company, an agreement to subscribe for those shares or debentures shall become void at the expiration of the twenty-eight days.
(3) Where an agreement becomes void in accordance with subsection (2), the company shall repay without interest the moneys received from any persons in response to the invitation.
(4) If the money is not repaid in accordance with subsection (3) within eight days after it becomes repayable, the directors of the company are jointly and severally liable to repay that money with interest at the yearly interest rate of a ninety-one day government treasury bill on the amount or value from the expiration of the eighth day.
(5) A director is not liable under subsection (4) if the director proves that the default in the repayment of the money was not due to the misconduct or negligence of the director.
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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