Every company is expected to stay compliant with all the regulatory bodies within which they operate. By so doing, some agencies use the term “Renewal of Registration”, whiles others use the term “Annual Returns”.

It is important to note that almost all the regulatory agencies in Ghana have different modes by which they require companies to renew their registration. Some agencies require renewals annually (every year), whiles others are done every two (2), five (5) or even Ten (10) years after registration. It is prudent for every company to keep proper records of all the agencies and when they are due for renewal in order to remain compliant.

For the purposes of this article, we will focus on three main Agencies which requires Annual Returns Filing. These Agencies include;

  • Registrar General’s Department (RGD) for renewal of business registration,
  • Ghana Immigration Service (GIS) for renewal of the status of the number of expatriates working in the firm, and
  • Ghana Revenue Authority (GRA) for tax related updates.

What are Annual Returns?

Basically, Annual Returns is a means of reporting the current status of the company to the respective regulators. It is therefore considered a necessity since it also indicates a renewal of registration. It is required to be filed every year.

How to File Annual Returns at the Registrar General’s Department (RGD)

After registering your company with the Registrar General’s Department, no matter the type of business, you are required to file a return. This type of returns expects the company to report any changes that has occurred over the period under discussion. Be it; changes in business name, activities, shareholder(s), director(s), company secretary, auditors, and address of principal place of business etc. An annual returns form is completed to reflect any of the changes above listed. It is of great essence to refer to the current company profile before completing the form.

What does the law require of the different types of businesses when filing your annual returns?

Filing of Annual Returns for a Sole Proprietorship

This type requires the filing to be done every year including the year of incorporation. This is because, no Audited Account is required to file this kind of returns. It is the simplest of the Returns forms.

Filing of Annual Returns for A Company Limited by Shares/Company Limited by Guarantee.

Filing of annual returns – Section 126 (of the Companies Act, 2019 (Act 992) requires all companies registered in Ghana to file Annual Returns with the Registrar General’s Department (‘RGD’) thirty-six (36) days after their financial statements have been dispatched to its members and signed by directors.

  1. The Companies Act requires that Limited Liability Companies file their first Returns after 18 months of incorporation.
  2. This this therefore implies that a company is not required to file returns within or for the year of incorporation.
  3. Note that, after the 18 months grace period, the company is required to file for every other year of operation.

Filing of Annual Returns for an External Company

An External Company which is also referred to as a Branch/Liaison Office is one incorporated by a company (referred to as the “Parent Company”) registered outside the jurisdiction of Ghana. Even though it is just a branch office, it is also required to file returns together with the Audited Financial Statements or Accounts of the parent company. It is also important to note that, filing is required to be filed every year after registration.

ALSO READ : Important Guidelines for Tax Compliance in Ghana

Which form must I file for my annual returns at RGD?

  • Sole Proprietorship                                                 = Form 1A
  • Company Limited by Shares                                 = Form of Annual Return
  • Company Limited by Guarantee.                         = Form of Annual Return
  • Unlimited Liability Companies                            = Form of Annual Return
  • External Company                                                  =Just the Audited Account (Parent Company)

What are the statutory fees for filing of Annual Returns for the various types of business at RGD?

  • Sole Proprietorship                                                = GH¢25.00
  • Company Limited by Shares                                = GH¢50.00
  • Company Limited by Guarantee.                        = GH¢50.00
  • Unlimited Liability Companies                           = GH¢50.00
  • External Company                                                 = US$600.00

What are the applicable penalties for late filing of returns at RGD?

  • Sole Proprietorship                                                = no penalty payment
  • Company Limited by Shares                                = GH¢400.00
  • Company Limited by Guarantee                         = GH¢400.00
  • Unlimited Liability Companies                           = GH¢400.00
  • External Company                                                 = US$750.00

How to file Annual Returns at Ghana Immigration Service (GIS)

Sometimes people get confused if GIS requires filing of returns. Yes, they do. And the purpose of this is to update them with the total number of expats working in your company. It requires a cover letter and a form to be completed. The form requests for more details on each expat on the following:

  • the total number of expats you have been working with throughout the year.
  • The particulars of all the expats
  • how many are still working with the company
  • how many have left the company; whether they have returned to their home country or changed company
  • how many are on work and residence permit
  • how many are on quota and residence permit
  • how many are the dependents of the principal applicants, etc.
  • what are the issued and expiry dates of each applicant
  • How long have they stayed in the country

What is the cost for filing your annual returns at Immigration and what is the penalty fee?

  • There are no statutory fees to be paid for filing your returns.
  • However, for default or late filing, the company is required to pay a penalty of GH¢1,000 for each month of default.

How to File Annual Returns at Ghana Revenue Authority (GRA)

GRA just like RGD requires filing of Annual Returns every year. This requires a completion of the GRA returns form accompanied by an Audited Account duly signed by a certified Auditor. The deadline for filing is 30th April in the subsequent month.

What is the cost for filing at GRA and what is the penalty fee?

  • There are no statutory fees to be paid for filing your returns with GRA.
  • However, for late filing, the company would be required to pay a penalty of GH¢500 upon default and GH¢10 for each day of default.

Some challenges and misrepresentations

The above-mentioned and discussed Agencies all use the term “Annual Returns” and as the name implies, it is filed once every year. Due to this reason, some persons misrepresent the filing of annual returns with GRA or GIS with that of RGD. Most often, when a company is asked if they have filed their annual returns, the response is “OH YES” our Auditors did, without knowing that the Auditor only filed for GRA returns and not RGD. By the time this is brought to the attention of whoever is responsible, the company might have already defaulted and liable for penalty payment.

What other document(s) to add to the Annual Returns forms for filing

The Annual returns filing at RGD is to be filed together with the Audited financial Accounts/Statement of the company for the year under review and same applies to GRA. This is because, the Registrar is also interested in the financial and non-financial status of the company. Sometimes, persons or officers of companies complain and ask questions such as;

  • my company did not do anything for the period and so does the company still need an account or how do they prepare an account since they did not work?
  • can’t we file the returns without an account?

The answer is “NO”. whether the company worked or not, you still need to file your Annual Returns and add an account as well. However, if your company did not work at all, then you need to prepare what is termed as “Statement of Affairs” instead of Financial Statement/Accounts. Any of these Account where applicable needs to be certified by an Auditor in good standing.

Also, where for some reason, your Accounts are not ready before the deadlines, you can ask for your Auditors to give you an official letter giving reasons for the delay or inability to meet deadline and specify which date you anticipate to file. In this instance, you can file your returns together with the letter and then submit the Accounts upon completion.

READ ALSO : What You Need to Know about Company Registration

What documents or certificate will I receive after filing the Annual Returns?

Empirically, a number of people ask about the certificate or documents they will receive after filing the Annual Returns. It is necessary to know that filing your company’s Annual Returns is by way of renewing your registration, but unlike other Agencies, you do not receive any new certificate, but a receipt of payment or received copy of filed documents.

When is It Considered Late to File your Annual Returns?

The Accounting period for Ghana is normally from January to December, but for some companies their accounting period differs.

Deadline for submission by Registrar General’s Department

By 30th of April in the subsequent year of operation, all companies are required to have filed their returns. However, if for some reason the preparation of the Financial Accounts delay, the company through its Auditors could write a letter to the Registrar for extension of date to file (indicate the proposed date you will be filing) and ensure you do so accordingly before or on the said date.

Deadline for submission by Ghana Immigration Service

Companies are required to file their returns on or before 14th January, of the subsequent year.

Deadline for submission by Ghana Revenue Authority

GRA requires submission to be done on or before 30th April of the subsequent year.

What happens if a company fails to file its returns or fail to file on time?

Note that failure to file your returns on time leads to penalty payment. However, any time you intend to file, if you have backlog years, you would be required to file for all those years.

The penalty for late filings are as follows, even if you default a day;

  • Registrar General
  • Sole Proprietorship             = no penalty payment
  • Company Limited by Shares = GH¢400.00
  • Company Limited by Guarantee = GH¢400.00
  • External Company             = US$750.00
  • Immigration is GH¢1,000 for each month of default
  • GRA is GH¢500 upon default and GH¢10 each day after default

Conclusion

In conclusion, it is of great importance to know the difference between these three agencies and the type of Annual Returns required by each, as well as the deadlines for filing in order to avoid any penalty payments.