How to register your business in Ghana: A step-by-step guide

Are you wondering how to register your business in Ghana? The laws of Ghana mandate the Office of the Registrar of Companies (ORC) to register all businesses in Ghana.  To register a business in Ghana, one must complete a set of business registration forms, pay the applicable fees, and submit the applications to the ORC.

Types of business registration in Ghana

There are various types of business entities that entrepreneurs/ investors can register in Ghana. There are legal provisions under the Companies Act 2019, Act 992, Registration of Business Name Act, 2012 (Act 837), Incorporated Private Partnership Act (Act 152) and the Public Private Partnership 202, Act (Act 1030) that regulate the formation of businesses in Ghana. It is imperative to choose the right legal structure that best serves your business activity. The various types of business registration are;

• Private Company limited by shares
• Company unlimited by Shares
• Company limited by guarantee
• External Company
• Partnership
• Sole Proprietor Business

Importance of business registration – Why should you register your business

• Business registration establishes the business as a legal entity.
• Business registration helps to stay compliant and mitigate risks.
• Registering your business formalizes your operations and helps position the business for growth and expansion.
• As a registered business it is much easier to sue, enter contracts and employ people among others.
• You need to register your business to be able to open a business bank account.
• It also improves the business brand and builds trust amongst prospective clients or customers.

Pre-Registration Steps

Before you register your business at the Office of the Registrar of Companies, there are a number of steps you should decide on. These are the first set of actions that one has to undertake.

Step 1 – Choose the type of business you want to register

As an entrepreneur or an investor, you must decide on the type of business structure that suits your business objectives. One of the determinants of successful business registration is the choice of business structure for the investor/entrepreneur and the business objects. The following are the types of business structures you can register in Ghana;

• Company limited by shares
• Company unlimited by Shares
• Company limited by guarantee
• External Company
• Partnership
• Sole Proprietor

Step 2 – Choose a business name.

Choosing a business name is very paramount in business registration. A business name is very essential in defining the business brand and creating an identity amongst competitors on the market. When choosing a business name, it is advisable to select generic names rather than specific names that are restricted to a specific business activity. This gives business owners the flexibility to engage in other business objectives. Business names must be meaningful, relevant and distinctive. The following must be also considered when choosing business names; a business name should be;

• Unique
• Short
• Easy to remember and pronounce.
• Descriptive of the work you do.

Step 3 – Conduct a Business Name Search

After deciding on a business name, conduct a business name search at the Office of the Registrar of Companies (ORC) to ascertain the availability of the proposed business name. Conducting a business name search helps to know if there are similar or existing names to the proposed business name. Once it is confirmed that there is a similar or an existing name, it is required that a phrase is added to the proposed name to make it distinctive.

Step 4 – Reserve Business Name

After conducting a name search, the business name must be reserved if the investor/entrepreneur intends to register the business at a later time. This is done to protect the name from being registered by another. Business names are reserved at ORC after an application and payment have been made. The name can be reserved for a period of 3 months at a fee of GHS120

Act 992 of the Companies Act 2019, Section 22(1) states that,

1. An application for reservation of the name of a company should be sent or delivered to the Registrar.
2. The Registrar may, after receipt of the application and on payment of the prescribed fee, reserve a name pending registration of a company or a change of name by a company.
3. A name can be reserved for two months after payment. At the expiry of that date, you can further reserve it for another two months after you cannot apply for a new reservation of that name.
4. A company shall not be registered under an already reserved name. Also, a name which is similar to a reserved name will not be accepted.

Business Registration Procedures in Ghana

Step 1. Obtain Tax Identification Number (TIN).

Download TIN forms  http://rgd.gov.gh/wp-content/uploads/2015/12/Taxpayer-registration-form-individual.pdf.

A proprietor of a Sole Proprietor business, Partners in a partnership firm and members of companies are required to apply and obtain a TIN for the purposes of business registration. Complete TIN forms and attach a copy of your photo ID (Drivers, passport bio-data, voters ID). TIN numbers are created within 24 to 48 hours at no charge at any Ghana Revenue Authority office. TIN numbers can also be created for corporate organizations. This situation becomes necessary when the shares of the company being registered are held by a corporate entity. In such a scenario, the corporate organization will obtain a TIN Form for Organizations and dully complete same and attach a letter of introduction. A TIN number will subsequently be created for the corporate shareholder.

 Information required to complete an individual TIN form includes;

• Name
• Occupation
• Photo ID details
• Mother’s maiden name
• Residential and postal address (Digital/Ghana Post Address of the business)
• Contact

Step 2. Complete the Business Registration Form

Download at Registrar General’s Department and complete the required business registration form with the required information. Below is the general information for business registration.

• Business Name.
• Nature of Business (Give a brief description of the business’ business activities).
• Address of business (House Number or Building Name, Street Name, City, District, Region).
• Email, Telephone number and Postal Address of the business.
• Personal details of the proprietor of a Sole Proprietor business, Partners in a Partnership Firm and members of the company. (Nationality, date of birth, occupation, contact, email and residential address).
• Tax Identification Number of the proprietor of the business or members of the company.

Unique Requirements

There are other requirements that are applicable to each type of company registration. These requirements are;

• Stated Capital
• Authorized Shares
• Notarized Incorporation documents
• Power of Attorney
• Auditor’s Consent Letter
• Partnership Deed.

Step 3. Payment of filing and statutory fees.

The fees for the registration of each type of business in Ghana are dependent on the type of business registration. The fee schedule is seen below:

For the registration of companies limited by shares, payment is made for stamp duty and incorporation filing fees. The stamp duty is 1% of the stated capital. The filing fees is GHS450

Stamp duty is 1% of the stated capital. For example, a stated capital of GHS100,000 is equivalent to a stamp duty of 1% x GHS100,000 = 1000 Ghana Cedis. The minimum amount of stated capital for all 100% Ghanaian-owned limited liability companies is GHS500.

However, companies with joint foreign ownership and 100% foreign ownership have different minimum equity requirements. The minimum equity requirement for companies in these categories are;

• 100% foreign ownership –US$500,000
• A joint venture between a foreigner and Ghanaian – US$200,000
• Trading enterprise (whether jointly owned or 100% foreign owned) – US$1,000,000
• Incorporation and filing fees are also required to be paid upon submission of business registration forms. The total cost is GHS450 which is payable directly at the Office of the Registrar of Companies by cash.

Step 4. Submit Registration Forms and Required documents.

After completing the required set of business registration forms, submit them to the Office of the Registrar of Companies (ORC).

Step 5. Collection of Registration documents.

Collect Registration documents after 2-3 weeks after submission of the registration forms.

See Also: How to Register a Company Limited by Shares in Ghana

Post-Registration steps

After your business registration, there are still other processes you must undertake. Below we summarize some of the next action steps post-registration.

a. Obtain the necessary license and permit. 

There are other regulatory compliances for all registered businesses depending on the nature of the activity. The nature of the business of a company determines the agency it needs to register for its license to legally operate in Ghana.

b. Register for Social Security and National Insurance.

It is mandatory by the laws of Ghana for every employer to make SNNIT contributions on behalf of their staff. The employer must register with the Social Security and National Insurance Trust. An application for a Social Security number is a requirement for every salaried worker in Ghana. The following is the checklist for registration with SSNIT for staff;

• Company registration documents (Certificate of Incorporation, Beneficial Ownership Profile, Form 3, Constitution
• List of employees with their basic salaries and their tier 1 Contributions
• Social Security Number of each director of the company and Valid ID cards
• Email and residential address of each director.
• Taxpayer’s Identification Numbers of applicants.

c. Registration with Ghana Revenue Authority for Tax

Tax registration

1. All businesses are required to register with the Ghana Revenue Authority (GRA).
2. Businesses exempted from corporate tax are still required to register their business with the GRA to pay income tax.
3. All businesses registering with the GRA must do so at the nearest GRA district office closest to the project location.
4. To register your company with the GRA, the following documents are required;

• Completed corporate tax registration forms
• VAT registration forms (If Applicable)
• Resume of all directors of the company
• Pictorial delineation of the project/office location

The tax authorities raise a provisional tax assessment on all businesses yearly, including new business registrations. For new business tax registration, provisional tax assessment is determined by the GRA office in consideration of the objects of the business, stated capital and the nationality of the shareholders.

All companies that are liable for tax in Ghana are required to pay provisional tax quarterly.

Value Added Tax (VAT) is a tax that is charged or paid for the purchase of goods and services. VAT registration is free. If you are a retailer and your taxable supplies within a 12-month period amount to GHS200,000 or more, you must register and charge VAT. The following is the checklist for VAT registration;

• Taxpayer’s Identification Number (TIN)
• Complete the VAT registration Form
• Copies of a full set of Business/ Company registration documents.

You must submit all documents at the nearest Domestic Tax Revenue Division Office. Additionally, failure to register for VAT attracts a penalty of twice or more of the tax amount due when you should have registered.

d. Open a bank account

There is the need to open an individual or corporate bank account to legally and efficiently operate in Ghana. Below is the list of required documents for opening a personal bank account as a foreigner;

• A valid form of identification such as a passport.
• Proof of residence.
• Taxpayer’s Identification Number.
• Passport Pictures.
• Work and residence permit.
• A letter of introduction from your banking institution in your home country.

Some banks may request a reference letter from an account holder of the bank to which you are applying in Ghana and/or a letter of reference from your employer.

For opening a corporate bank account, below is the checklist;

• Company Registration Documents.
• Two passport-size pictures of the Signatories to the account.
• Proof of identification such as a passport.
• Proof of residential address for all directors and signatories
• Company physical address confirmation
• Annual returns (for companies registered over one year ago)
• Revenue stamp and constitution of the society if not registered
• Residence permit (if the account signatories are foreigners)

Key Summary – Steps for business registration in Ghana

The basic steps for business registration are;

• Conduct a name search
• Apply for Taxpayer Identification Numbers for the directors, shareholders and secretary.
• Complete the required set of business registration forms with the right information. (The forms are downloadable at Registrar General’s Department (rgd.gov.gh)
• Pay the stamp duty and the incorporation filing fee (GHS450) at the in-house bank at the Office of the Registrar of Companies.
• Submit forms at the Office of the Registrar of Companies
• Collect your business registration documents after 3-4 weeks.

Importance of following the correct business registration process

• It prevents the registration documents from being queried resulting in unnecessary delay.
• It expedites the registration process.
• It helps the applicant to stay compliant to mitigate risks such as financial losses that may come from errors.

Encouragement for entrepreneurs to start their business

As an entrepreneur, it is advisable to consider the business objects for the business you intend to register. Moreover, you should consider the available finance for your business. This will inform your decision in choosing the right type of business to register. With the right information and resources to initiate the process, business registration becomes easy.

FAQs

How do I register my startup?

Business advisors mostly recommend Ghanaians register their start-up businesses as sole proprietorships. It is the simplest and most affordable type of business registration. For foreigners, considering the capital investment requirement, Joint-Venture businesses and manufacturing companies are more affordable for start-up companies. To register a company, you need to conduct a name search, complete the required company registration forms, and submit them along with the payment at the Office of the Registrar of Companies (ORC). The process takes 2-3 weeks. We can facilitate this process for you in a record time. Contact us here

What are the requirements to register a business?

The requirements to register your business are;

• Business name
• Business activity
• Business Address (Location, Email address, Postal Address, Telephone number)
• Stated Capital
• Particulars of shareholders, directors, secretaries and auditors

How can you verify if a company is registered?

You can verify a registered company by submitting a letter to the Registrar to ascertain the legality of a company.

Do I need to register my online business?

Yes, you need to register your online business.

How can I register my business online?

You register your business online by using the business registration online platform.

How much is the cost of a business certificate in Ghana?

The cost of business registration is GHS450 and 1% of the stated capital.

How long does it take to get a business certificate in Ghana?

It takes 2-3 weeks to get your business certificate in Ghana.

Can you start your business immediately after receiving the registration certificate?

Yes, you can start your business immediately after receiving the registration certificate

What businesses are not compulsory to register?

Although registering a business is not compulsory for all types of businesses, some business registrations are only eligible for Ghanaians. Example Sole Proprietor and Partnership registration.