External Companies are companies that are incorporated outside of Ghana with a registered place of business in Ghana. They are regulated by the laws of the country in which they were originally incorporated. External companies may be established in a country (outside its country of incorporation) for purposes of facilitating the business interest of its parent company. The reasons for the establishment of such liaison and representative offices or external companies may range from proximity to customers to providing customer support, market research, feasibility studies, and assessing investment opportunities for investment decisions. It gives the foreign company minimal exposure and risk as far as investment capital requirement and corporate taxes are concerned. According to the Ghana Investment Promotion Centre, all external companies, liaison and representative offices are to invest a minimum capital requirement of $500,000 as a wholly foreign company and $1,000,000 as a wholly foreign (general trading) company.
Requirements for Registering an External company, liaison or representative office
Section 303 of the Company Act 1963 (Act 179), mandates the registration of all External Companies with the Registrar General’s Department before the commencement of operations in Ghana.
The following are the key requirements for registering an external company, liaison or representative office in Ghana according to the Company Act 1963, of Ghana.
- A certified copy of the charter, statutes, regulations, memoranda, and articles or other instruments consulting or defining the constitution of the company in a language acceptable (English) to the Registrar. NB: The documents must be notarised from the home country of the parent company
- A statement in duplicate in the prescribed form giving the following particulars regarding the company;
- It’s name
- The nature of its business(es) or other main objects
- The present forename(s) and surname, and the address of someone, in this code referred to as the local manager, authorized to manage the business in Ghana. The local manager should be a resident in Ghana, not necessarily a Ghanaian. A power of attorney must be provided by the parent company as proof of authorization to the local manager.
- If the company (parent company) has shares, the authorized shares, issued shares, the amount paid up thereon and the amount remaining payable thereon, distinguishing between the amounts paid and payable in cash and the amount paid and payable otherwise than in cash.
- The address of its registered or principal office in the country of its incorporation.
- The address of its principal place of business in Ghana and the number of its post office box as well as contact numbers.
- The name and address in Ghana of a person in this code referred to as a process agent, authorized by the company to accept service of process and other documents on its behalf.
- Such particulars and copies of any charges on the property of the company as are required to be delivered for registration in accordance with section 310 of this code, or, if there are no such charges, a statement in the prescribed form to that effect.
What is the cost of registering an External company, Liaison or Representative Office?
The total statutory cost for registering an external company in Ghana is $1,200. This fee is payable directly to the Registrar General’s Department either in dollars or cedi equivalent.
Procedures for registering an External company, Liaison or Representative Office at the Registrar General Dept.
Applicants may purchase a set of registration forms, form 20 & 21 from RGD at GH₵9.50. Also, all business registration forms can be downloaded at http://rgd.gov.gh/index.php/forms/
Steps that applicants must undertake include the following;
· Step 1- Company Name Search
A business name, also known as a trading name, is simply a name or title under which a person, or other legal entity trades. Your business name not only identifies you to your customers but also allows you to differentiate yourself from your competitors and enables your customers to make an emotional connection to your business and brand.
The RGD portal offers all users the ability to perform an online business/company name searches to ensure the suitability of the proposed name in Ghana before you can proceed with the business registration.
NB; Applicants should note that the final decision on the use and suitability of business and company names rests with the Registrar-General alone.
The RGD may reject names which in its opinion are too similar to existing names, misleading, offensive, and undesirable or violates existing trademarks. It is advisable to submit alternate company names. Be creative with the company names in order to avoid them being all deemed too similar to existing company names or trademarks by the RGD.