Companies in Ghana must maintain statutory registers under the Companies Act 2019 (Act 992), including a Register of Members and a Register of Directors and Secretaries. The Act also requires other registers depending on the company’s circumstances, including registers relating to directors’ and secretaries’ holdings, interests, debenture holders and charges. A company issuing shares must deliver a share certificate within two months after the issue of the shares. When existing shares are transferred, the company must follow the proper transfer and registration process. Share register and Company registers are essential for proper corporate governance. Share register displays the list for shareholders at any given point in time. Company register also displays information about the officers of the company i.e. directors (formal and current), secretary, auditor including address and particulars of all these officers of the company.
What is a Share Certificate
A share certificate is an official document issued by a company to a shareholder as evidence of the shares held. In Ghana, the Companies Act 2019 (Act 992) provides guidelines regarding the issuance and transfer of shares in a company.
The issuance of share certificates is a crucial step in the process of transferring ownership of shares. The Companies Act 2019, Section 55(1) states: “Where a company issues shares, the company shall, within two months after the issue of the shares, deliver to the shareholder a share certificate in respect of the shares.” after the share transfer process have been duly completed at the Office of the Registrar of Companies.
Upon receiving share certificates, shareholders have tangible evidence of their ownership interest in the company. These certificates typically include details such as the shareholder’s name, the number of shares owned, the class of shares, and the date of issue.
When it comes to transferring shares in a company in Ghana, several steps need to be followed, involving both the Lands Commission and the Registrar General’s Department.
Procedure for transferring shares to a new shareholder in an existing entity
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Agreement:
The transferor (seller) and transferee (buyer) must reach an agreement on the sale and purchase of shares. This agreement may be in the form of a share transfer deed or a share purchase agreement.
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Share Transfer Form:
The transferee must complete a share transfer form. In Ghana, this form is typically known as the “Special Resolution Form” and “Share instrument” as prescribed by the Registrar General’s Department.
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Execution of Share Transfer Form:
The share transfer form must be signed by both the transferor and the transferee.
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Stamping of Share Transfer instrument at Lands Commission:
A share instrument indicating the shares and particulars of the transferor and the transferee needs to be prepared and submitted at the Lands Commission for review and stamp. The share instrument must be witnessed by two people. After the share instrument is stamped, it will be further submitted at the Registrar General’s Department for the transfer to be effected in the company registration documents.
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Submission to the Office of the Registrar of Companies:
Once the share instrument is completed and stamped, it needs to be submitted to the Office of the Registrar of Companies for amendment.
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Update Share Register:
After registration of the share transfer at the Registrar General’s Department, the company must update its share register and company registration documents to reflect the new ownership of shares.
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Notification to Company:
The company should be notified of the share transfer, and the new shareholder should be issued updated share certificates reflecting their ownership.
In summary, the process of transferring shares in a company in Ghana involves completing the share transfer instrument, special resolution, a written resolution by the existing shareholders, obtaining the necessary signatures, submitting the form to the Registrar General’s Department for registration, and updating the company’s share register and issuing updated share certificates. This process ensures transparency, legal compliance, and the accurate recording of share ownership changes, as required by the Companies Act 2019.
ALSO LEARN ABOUT HOW TO REGISTER A COMPANY IN GHANA
What are company registers
The register of directors, secretary, shareholders, and auditor holds significant importance within a company’s governance framework, serving as a comprehensive repository of key stakeholders and personnel involved in its management and oversight.
Register of Directors of Secretary
- “Every company shall keep at its registered office a register of directors and shall enter therein the particulars of all directors of the company.”
- The register of directors provides a transparent record of individuals serving on the company’s board, including their names, addresses, dates of appointment, and any other relevant details. This register is crucial for ensuring compliance with legal requirements, facilitating communication between the company and its directors, and providing transparency regarding the composition of the board.
- Every company shall keep at its registered office a register of secretaries and shall enter therein the particulars of all secretaries of the company.
- The register of secretary records information about the company’s appointed secretary or secretaries, including their names, addresses, dates of appointment, and any relevant qualifications. This register helps ensure that the company maintains accurate records of its administrative personnel and complies with legal requirements regarding the appointment and resignation of secretaries.
Register of Shareholders
- Every company shall keep at its registered office a register of members and shall enter therein the particulars of all members of the company.
- The register of shareholders is a fundamental document that contains details of all individuals or entities holding shares in the company. It includes information such as the shareholder’s name, address, class of shares held, and the number of shares owned. This register is essential for maintaining transparency in share ownership, facilitating communication between the company and its shareholders, and ensuring compliance with legal requirements regarding shareholding.
Auditors
- Every company shall keep at its registered office a register of auditors and shall enter therein the particulars of all auditors of the company.
- The register of auditors maintains records of the auditors appointed by the company, including their names, addresses, dates of appointment, and any relevant qualifications. This register helps ensure transparency and accountability in the company’s financial reporting process, as it provides a clear record of the individuals or firms responsible for conducting audits.
Register of Directors’ Holdings
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The company must maintain a register showing each director’s shares and relevant debenture holdings or interests in the company and associated companies.
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If shares or debentures cease to be held during a director’s tenure, the register must record the transaction date and the price or consideration involved.
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The register must be kept at the same place as the register of members and be available for inspection by the persons specified under the Act.
Interests Register
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The company must maintain a register recording interests disclosed by directors under section 194(6).
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The register must indicate where documents containing further details of the interests may be inspected and must be kept at the same place as the register of members.
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The register is generally open for inspection during business hours for at least two hours on qualifying days, subject to the Act’s applicable restrictions and exceptions.
Register of Debenture Holders
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A company that issues debentures must maintain a register of its debenture holders.
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The register is generally kept at the same address as the register of members, subject to the provisions governing branch registers.
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The company must comply with the applicable requirements for notifying the Registrar of Companies where the register is kept.
Register of Particulars of Charges
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The Registrar must maintain a register for each company containing particulars of charges delivered for registration under sections 110–113.
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The Registrar issues a certificate confirming the registration of a charge, which generally serves as conclusive evidence that the registration requirements have been met, subject to statutory exceptions.
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Where a charge secures a fluctuating amount under section 111, the certificate must state the maximum sum deemed to be secured by the charge.
Branch Register
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A company with shares may maintain a branch register outside Ghana for shareholders, debenture holders or beneficial owners residing abroad, where permitted by its constitution.
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The company must notify the Registrar of the location of the office where the branch register is kept within 28 days of opening that office.
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The company must notify the Registrar within 28 days if the location changes or the branch register is discontinued. Failure to comply attracts an administrative penalty of 25 penalty units for each day the default continues.
Companies should also pay attention to beneficial-ownership obligations. In addition to recording legal membership, a company must identify and maintain the beneficial-ownership information required by law and submit the required information to the Office of the Registrar of Companies (ORC). The company should keep these details accurate and update them when reportable information changes. The company should confirm the current ORC requirements and forms when making or updating a filing. The importance of maintaining these registers as mandated by the Companies Act 2019 cannot be overstated. These registers serve as vital tools for ensuring transparency, compliance with legal requirements, and effective corporate governance within companies operating in Ghana.
FAQs
What registers must a company keep in Ghana?
The Companies Act, 2019 (Act 992) provides for statutory registers, including the Register of Members (section 35), Register of Directors and Secretaries (section 215), Register of Directors’ Holdings (section 210), and Interests Register (section 196). Where applicable, a company must also maintain a Register of Debenture Holders (section 99) and comply with the requirements relating to the Register of Particulars of Charges (section 115) and Branch Register (section 106).
When must a share certificate be delivered?
Under section 55(1) of the Companies Act, 2019 (Act 992), a company must deliver a share certificate within two months after the issue of the shares.
Where should company registers be kept?
Company registers must be kept at the locations prescribed by the Companies Act, 2019 (Act 992). The applicable requirements vary by register and may include rules on inspection, access, and notification to the ORC. Companies should maintain accurate, up-to-date registers and comply with any statutory requirements that apply when a register is kept at an alternative location.
Do company records need to include beneficial-ownership information?
Yes. Companies in Ghana must comply with the beneficial-ownership disclosure and record-keeping requirements under Act 992. This includes maintaining the prescribed beneficial-ownership particulars and submitting the required information to the ORC, including updates when changes occur, in accordance with the applicable statutory requirements.
Conclusion
In conclusion, understanding share certificates and the importance of maintaining accurate registers within a company are critical aspects of corporate governance in Ghana. Share certificates serve as tangible proof of ownership for shareholders, ensuring transparency and accountability in share transactions as outlined by the Companies Act 2019.
Moreover, the meticulous upkeep of registers, including those of directors, secretaries, shareholders, and auditors, is paramount. These registers serve as comprehensive repositories of key stakeholders within a company, facilitating compliance with legal requirements, effective communication, and transparent management.
By adhering to the prescribed procedures for share transfers and diligently maintaining registers, companies in Ghana can uphold the principles of transparency, accountability, and good corporate governance, thereby fostering trust and confidence among shareholders, regulators, and the public alike.
