Starting a business in Ghana as a Company Limited by Shares is the commonest and flexible legal structure available to both local and foreign investors. It offers limited liability protection, allows for single or multiple shareholders, and is ideal for profit-oriented ventures. However, understanding the registration process, requirements, fees, and post-incorporation obligations can be overwhelming especially for first-time business owners or foreign investors.

This guide breaks down the entire registration process in simple terms from choosing a business name, meeting statutory requirements, and completing the necessary forms, to staying compliant after incorporation. Whether you’re registering online or through a legal representative, this article answers the most frequently asked questions and provides practical steps to ensure a smooth and successful business registration journey in Ghana.

Choosing a Business Name in Ghana

What makes a good business name in Ghana?

A good business name should meet both legal and branding requirements. Here’s what to consider:

• Uniqueness: The name must not be identical or deceptively similar to an existing business on the ORC register.
• Relevance: It should align with the nature of your business activities.
• No misleading claims: Do not use titles or terms that suggest you are certified or endorsed unless you are (e.g., “Certified Engineers Ltd” without engineering license).
• Ends with appropriate suffix: For limited liability companies, the name must end in “Limited Company” or “Ltd.” (e.g., “Sunbeam Ventures Ltd.”)

Can I reserve a business name in Ghana before registration?

Yes, you can reserve a business name in Ghana through the ORC portal before starting the full registration process.

• • First step is to submit your preferred business name(s) through the Name Reservation form online or in-person.
  • Pay the name reservation fee (currently GHS 100).
  • If approved, the name is reserved for 30 working days.
  • You must complete your full business registration within this period, or you’ll need to renew the reservation.
  • Reserving a name ensures that no one else can use that name during the reservation period.

Can the proposed business name be rejected?

Yes, the Office of the Registrar of Companies (ORC) may reject your proposed business name for several reasons, including:

• Duplication: If the name is identical or too similar to an existing registered entity.
• Misleading names: Names that imply unapproved government affiliation or professional accreditation (e.g., “Presidency Trading Ltd” or “Doctor’s Choice Pharmacy” without proper licenses).
• Offensive or obscene content: Any names deemed inappropriate or culturally insensitive.
• Restricted words: Some words like “Bank”, “University”, or “Trust” are reserved and require approval from relevant regulatory bodies before use.
• Violation of trademarks or intellectual property: Names that infringe on existing brand names or registered trademarks may be rejected, especially if challenged by the trademark holder.

Also note, If your name is rejected, the ORC will notify you and allow you to submit an alternative.

Company Registration Requirements in Ghana

1. What are the requirements to register a company limited by shares in Ghana?
   You need a unique business name, amount of stated capital, registered address, Taxpayer’s Identification Numbers of shareholders/directors, contact details, and company officers (secretary, auditor), ownership structure and business objects.
2. How many directors are required to register a company in Ghana?
   A minimum of two (2) directors is required to register a company in Ghana. The directors can be either a Ghanaian or a foreigner. The law requires that at least of the directors must be resident in Ghana.
3. Can a director also be the company secretary of a company in Ghana?
   Yes, a director can also serve as the company secretary, provided they meet the qualifications set out under the Companies Act, 2019 (Act 992). The Act requires that a company secretary possess the requisite knowledge and experience to perform the duties of the office. In the case of public companies, however, stricter qualifications apply, and the roles of director and company secretary are typically required to be held by separate individuals. For private companies, dual roles are permitted as long as statutory requirements are satisfied.
4. Can a Limited Liability Company (LLC) be registered with only one shareholder in Ghana?
   Yes, one person can own 100% of the shares in a company in Ghana. The shareholder can either be a Ghanaian or a foreigner.
5. Can a director be the only shareholder in an LLC in Ghana?
   Yes, a director can also be the sole shareholder of a Limited Liability Company (LLC) in Ghana. The Companies Act, 2019 (Act 992) permits the formation of a single-member company, where one individual can serve as both the sole shareholder and a director. However, the law requires that every company have at least two directors, one of whom must be resident in Ghana. So, while one person can own 100% of the shares, they must appoint at least one additional director to meet legal requirements.
6. Can foreigners serve as directors of an LLC in Ghana?
   Yes, a foreigner can serve as a director of an LLC in Ghana, however, at least one director must be resident in Ghana.
7. Is there an age limit for directors of an LLC in Ghana?
   Yes. In Ghana, directors of a Limited Liability Company (LLC) must be at least 18 years old and of sound mind. Additionally, they must not be disqualified from acting as a director under any applicable laws, such as due to prior bankruptcy or criminal convictions related to dishonesty or fraud. These requirements help ensure that directors are legally capable of fulfilling their fiduciary and managerial responsibilities.
8. Is a Ghanaian shareholder mandatory to register a Limited Liability Company in Ghana?
   Generally foreigners can register and own 100% of a company in Ghana. However, specific sectors like Banking, Mining, Cybersecurity, Gaming, may require that you have a Ghanaian shareholder in the business.
9. Do directors need Taxpayer’s Identification Numbers (TINs)?
   Yes, TINs are mandatory for all directors, shareholders, and company officers.
10. What is the minimum stated capital required to register a Company / LLC in Ghana?
    The minimum is GHS 500 for fully owned Ghanaian companies. For foreigners, however the following capital requirements apply;
11. Trading (Wholly Foreign or Joint Venture- US$1,000,000
12. Manufacturing (Wholy Foreign Owned or Joint Venture)- No Minimum Equity
13. Service Providers (Wholly Foreign Owned)- US$500,000
14. Service Provider (Joint-Venture with Ghanaian holding minimum of 10% of the shares)- US$200,000
15. Export Trade – No minimum Equity

How much is the stamp duty for company registration in Ghana?

The stamp duty to be paid during company registration in Ghana is 1% of the stated capital. This amount is paid at the in-house bank at the Office of the Registrar of Companies.

How much is the incorporation/Official fee for company registration in Ghana?

The incorporation fee for company registration is GHS510. This is paid at the in-house bank at the Office of the Registrar of Companies.

1. Do I need a company auditor at registration?

Yes, you must provide details of a licensed auditor during company registration. An auditor’s consent letter is required to be attached to the company registration forms.

Can I register my business online in Ghana?

Yes. You can register your business online through the eRegistrar portal managed by the Office of the Registrar of Companies (ORC). The portal is accessible at: https://egovonline.gegov.gov.gh/RGDPortalWeb.

The platform allows you to do the following;

• Create an account
• Reserve a business name
• Complete and upload forms
• Pay registration fees electronically
• Track the progress of your application

Can foreigners hold 100% ownership of companies in Ghana ?

Yes, foreigners can fully own a company in Ghana. You don’t need a local partner unless you’re entering a restricted sector like Cybersecurity, Fintech, Gaming, etc. However, there are minimum investment amounts you must meet. If you are setting up a company that doesn’t trade (like consulting or service providers), you need to invest at least $500,000. If your business involves trading, like buying and selling goods, the minimum investment is $1,000,000. If you’re partnering with a Ghanaian, your share of the investment must be at least $200,000, and the Ghanaian must own at least 10% of the company..

Do I have to be physically in Ghana to register a company in Ghana?

No, you do not have to be physically in Ghana to register a company there. The entire process can be handled remotely through a local representative, lawyer, or a compliance officer.

Do I need a physical address in Ghana, to be able to register a company in Ghana?

Yes, you do need a physical address in Ghana to register a company there. This address serves as the company’s registered office, and it must be a real, verifiable location within Ghana. The address must be included in the company registration forms, and you may be asked to provide a digital location (GhanaPost GPS).

Do I need a residence or work permit before registering a company in Ghana?

You do not need a work/residence permit to incorporate a company in Ghana. However, once the company is incorporated, you will be required to apply for a work and/or residence permit if you intend to live in Ghana and be actively involved in the operations of the business.

What is the cost of company registration in Ghana for a 100% Ghanaian owned company?

The total cost for registering a 100% Ghanaian owned company is GHS 560. This cost is based the assumption that the business is being registered with the minimum share capital of GHS 500. The breakdown is given below.

• Stamp Duty – GH50
• Incorporation Fee – GHS 510

What is the cost of registering a 100% foreign owned company in Ghana

The cost of registering a foreign owned company in Ghana depends on two factors: the nature of business activity and the ownership structure. Below are the options available

Company Registration Procedure in Ghana

1. Which department is responsible for registration?

The Office of the Registrar of Companies (ORC) is the authorized agency in Ghana responsible for business registration.

1. How long does registration take?

Typically, company registration takes 10 to 15 working days, when all documentations are complete and accurate.

What documents are received after registration of a Limited Liability Company in Ghana?

After your company has been successfully incorporated in Ghana, you will receive the following legal documents from the ORC as proof;

• 1. Certificate of Incorporation
  2. Form 3
  3. Beneficial Ownership Profile
  4. Company Constitution

1. Can errors in the company registration form delay registration?
   Yes, errors such as incorrect information on the TIN or company registration form, missing signatures, or incomplete sections can delay the approval process. Depending on the nature of the error, the application may be queried, resulting in further delays in the final approval by the Registrar. To avoid this, it is advisable to complete all forms accurately or seek assistance from a compliance officer or lawyer in Ghana.
2. Do I need to notarize any documents during company registration in Ghana?
   Notarization is not required for documents submitted by local companies or individuals registering a business in Ghana. However, if you are submitting foreign documents such as a certificate of incorporation, article of association or powers of attorney issued outside Ghana these must be notarized in the country of origin before submission.

In addition to notarization, certain foreign documents may also need to be authenticated or legalized by the relevant Ghanaian embassy or consulate, depending on the Registrar’s requirements. This ensures the authenticity and legal acceptability of the documents in Ghana. It’s recommended to consult a lawyer or compliance officer in Ghana to confirm which documents need notarization and to ensure all regulatory requirements are properly met.

Post-Registration Compliance

1. Do I need to register with other agencies after ORC registration?
   Yes. At minimum, you must register with:
   1. GRA (Ghana Revenue Authority)
   2. SSNIT (Social Security)
   3. Other regulators may apply depending on the nature of your business activity (e.g., Food and Drug Authority, Ghana Free Zones Authority, Ghana Tourism Authority, if applicable)
   4. For businesses with foreign ownership – Must register with GIPC.
   5. Business Operating Permit from the Municipal Assembly
   6. Environmental Permits – for your premises, shop or factory
2. Is GRA registration mandatory?
   Yes, registration with the Ghana Revenue Authority (GRA) is mandatory for all companies operating in Ghana. Every company must register for tax purposes and obtain a Tax Identification Number (TIN). In addition, companies are required to register for Value Added Tax (VAT), Pay As You Earn (PAYE), and other applicable tax types, depending on the nature of their business.

A Tax Clearance Certificate (TCC) is also required for certain transactions, including government contracts, permit renewals, and regulatory approvals. This certificate confirms that a company is up to date with its tax obligations. Failure to register with the GRA or comply with tax requirements can result in penalties, delays in business operations, or denial of certain services by government agencies.

1. Do companies need to register with SSNIT?
   Yes, companies are required to register with the Social Security and National Insurance Trust (SSNIT) if they intend to employ local staff. Registration must be done within 14 days of employing the first worker. Both the employer and employees are obligated to contribute to the national pension scheme, and failure to register or make contributions can result in penalties. Even if the company is not yet operational, registration may still be necessary once local staff are hired.
2. When must companies file their first annual returns in Ghana?
   Companies in Ghana are required to file their first annual returns within 18 months from the date of incorporation. After the first filing, annual returns must be submitted once every calendar year, but not later than 12 months after the previous return. Timely filing is essential to maintain the company’s active status and avoid penalties or possible strike-off from the company register.
3. What is the annual return filing fee?
   The standard fee for filing an annual return with the Registrar-General’s Department in Ghana is GHS 100. This fee applies to most companies, including Limited Liability Companies (LLCs). It is important to file annual returns on time to avoid penalties and maintain the company’s good standing with the Registrar.
4. What documents are required for annual returns?
   To file annual returns, companies are generally required to submit:

• A completed annual return form as prescribed by the Registrar-General’s Department.
• Audited financial statements for the relevant financial year, prepared and signed by a qualified auditor.

1. What happens if I don’t file annual returns?
   If a company fails to file its annual returns on time, it is subject to penalties and fines as stipulated by the Registrar-General’s Department. Continued non-compliance can lead to more severe consequences, including:

• Accumulation of Penalty for late filing
• Possible striking off or deregistration of the company from the official register, which means the company will lose its legal status to operate.

1. When is the deadline to file annual returns?
   The deadline for filing annual returns with the Registrar-General’s Department in Ghana is April 30th every year. Companies must ensure that their annual returns and accompanying documents are submitted by this date to avoid late filing penalties and maintain their good standing.
2. Can I change my company name after business registration?
   Yes, by applying to the ORC and following the name change procedure.
3. Complete the special resolution form
4. Draft a shareholders’ resolution approving the new company name
5. Pay the applicable fee and submit application to the Office of the Registrar of Companies (ORC).
6. Can I add or remove directors after registration?
   Yes, by filing an official amendment with the ORC. Filing an amendment requires you to do the following;
7. Complete the form 17
8. Draft a shareholders’ resolution appointing the new director(s)
9. Add the resignation and appointment letters of the outgoing and incoming directors respectively.
10. Pay the applicable fee and submit application to the Office of the Registrar of Companies (ORC).
11. Can I change my business activities post-registration?
    Yes, by notifying the ORC and updating your company documentation.
12. Complete the special resolution form
13. Draft a shareholders’ resolution approving the new business activities
14. Pay the applicable fee and submit application to the Office of the Registrar of Companies (ORC).
15. Is a company seal required for company registration in Ghana?
    No, a company seal is not mandatory for the registration of a company in Ghana. The Companies Act, 2019 (Act 992) does not require companies to have a seal in order to be legally registered or operate. However, many companies still choose to make a company seal (also known as a corporate seal) for use on official documents such as contracts, share certificates, board resolutions, and certain legal agreements. The seal can add a level of formality and authenticity, especially when dealing with external stakeholders or foreign partners. While optional, having a company seal may be beneficial in certain business or legal contexts, so it’s advisable to consider your specific needs and seek legal advice if unsure.
16. Can I delay the start of my business after registration?
    Yes, you can delay the actual start of business operations after registering your company. However, your company is still considered a legal entity from the date of incorporation and must remain compliant with all statutory obligations, even if it is not yet active.

This includes fulfilling requirements such as:

• Filing annual returns with the Registrar of Companies (18 months after the date of incorporation)
• Maintaining proper accounting records
• Meeting tax obligations, including filing nil returns if there is no income

Failure to comply with these requirements can result in penalties, fines, or the eventual removal of the company from the register. If you anticipate a long delay before starting operations, it’s advisable to speak with a compliance officer or accountant to manage your obligations properly.

1. Can a company open a bank account before completing all registrations?

No, according to the directives from bank of Ghana, all banks require copies of the full set of the company registration documents before opening a corporate bank account. For example banks require certificate of incorporation, form 3, company constitution and beneficial ownership form.

1. Can I open a Bank Account in Ghana after the company registration?

Yes, after registering a company in Ghana, you can open a corporate bank account in Ghana with any of the licensed commercial banks in Ghana. To open a corporate bank account in Ghana, present to the bank certificate of incorporation, form 3, company constitution and beneficial ownership form. Complete the bank account opening forms and within 3 to 5 business days the bank account will be opened.

Company Amendments at the Office of the Registrar of Companies.

1. Can a sole proprietor business be converted to a limited liability company?
   The sole proprietorship cannot be directly converted into a company. You must register a new limited liability company (LLC) and formally transfer the business’s assets, liabilities, and operations to the new entity. You will need to submit the required LLC registration forms, obtain a new TIN, and update records with the GRA. It is recommended to seek legal or compliance advice to ensure a smooth transition.

What documents are needed for conversion of a sole proprietorship into a company /LLC?

• 1. Letter of conversion
  2. Complete Form 3
  3. Complete BO 1 & 2
  4. Complete Statutory declaration forms & Consent Forms
  5. Payment of fees

1. Can I transfer ownership of my company?
   Yes, you can transfer ownership of a company by issuing or transferring shares to a new shareholder and updating details at the Office of the Registrar of Companies.
2. Can a company issue new shares after registration?
   Yes, a company can issue new shares after registration, but this is typically subject to approval by the existing shareholders and must comply with relevant legal and regulatory requirements. The process usually involves passing a resolution at a shareholders’ meeting, updating company records, and, in some jurisdictions, notifying or obtaining approval from regulatory bodies such as the securities commission or corporate affairs authority. Additionally, the company must ensure that its authorized share capital (if applicable) allows for the issuance of the new shares. Issuing new shares can dilute existing ownership, so transparency and proper procedures are essential.
3. Can a company limited by shares be converted into a company limited by guarantee (NGO)?
   No, a company limited by shares cannot be directly converted into a company limited by guarantee. These are fundamentally different legal structures with distinct purposes. A company limited by shares is typically a for-profit entity owned by shareholders, while a company limited by guarantee is a not-for-profit entity (often used for NGOs, charities, or associations) without share capital or shareholders. If you wish to operate as a company limited by guarantee, you will need to register a new legal entity.