An investor interested in doing business in Ghana must register a wholly-owned limited liability company, a joint venture with a Ghanaian partner or a branch office in Ghana.
a. Registration Formalities
Regulations (i.e. constitutional documents), prescribed forms and the appropriate fee must be submitted to the Registrar of Companies (“Registrar”). The Registrar will issue a Certificate of Incorporation and then a Certificate to Commence Business. Registration usually takes five working days and costs about US$100 (about EUR73) plus capital duty at 0.5% of the stated capital of the company on incorporation.
b. Stated Capital
In Ghana, shares are of no par value. Ghana law relies, therefore, on the forces of demand and supply to fix the value of shares. That value is allowed to fluctuate, depending on the performance of the company, and neither the original issue price, nor the current market price, nor the book value is necessarily the criterion for the issue price of such shares. Shares may therefore be issued from time to time at different prices; but the subscribers and holders of the same class of shares will be entitled to share equally in the distribution of dividends and assets. Shares may also be issued for non-cash consideration. The value of any non-cash consideration must be indicated on a prescribed form and filed at the Companies Registry.
There is therefore no “share capital” in Ghana, but “stated capital”, which is the sum of the total proceeds (cash) or value of consideration (non-cash) for every issue of shares and amounts that the company resolves to transfer to stated capital from surplus.
Private limited liability companies have minimum capital requirements, currently pegged at GH˘500 (about US$337) of which at least GH˘100 (US$67) must be received in cash. The prescribed forms submitted to the Registrar at incorporation must declare that such payments have been received.
The minimum capital requirements vary, with respect to companies with foreign shareholding. In the case of joint ventures with Ghanaian partners, each non-Ghanaian must invest a minimum of US$10,000 (about EUR7,297). In the case of wholly-owned foreign companies, the minimum capital requirement is US$50,000 (about EUR36,487). Enterprises with foreign participation that are involved in trading have a minimum capital requirement of US$300,000 (about EUR218,922). All of these may be paid in cash or its equivalent in goods by way of equity capital.
Industry-specific legislation may impose certain minimum capital requirements. For example Banks are required to have a minimum capital of US$70milion.
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