Starting a Non-Governmental Organization (NGO) or not-for-profit company in Ghana involves registration as a Company Limited by Guarantee (CLG) under the Companies Act, 2019 (Act 992).
This structure is ideal for organizations pursuing charitable, religious, social, or educational objectives rather than profit-making.
Unlike companies limited by shares, CLGs have no share capital or shareholders, and any surplus income must be reinvested to further the company’s mission.
Whether you are a local group or a foreign entity, this guide provides a comprehensive Q&A on how to establish, register, and manage an NGO legally in Ghana.
This guide breaks down the process step by step from choosing a name, preparing your constitution, and appointing directors/members, to post-registration obligations like registering with GRA, securing tax exemptions, and filing annual returns. Whether you’re a local or foreign entity, this article answers common questions and provides a clear roadmap to successfully establish your NGO in Ghana.
General Understanding of Not-for-Profit Companies
1. What is a not-for-profit company in Ghana?
A not-for-profit company is a legal entity formed to advance public or community interest, such as education, religion, or health.
Profits cannot be distributed to members — they must be used to support the organization’s goals.
2. How is a not-for-profit company different from an NGO in Ghana?
An NGO refers broadly to a non-governmental body working for social good, while a not-for-profit company is the legal structure (CLG) through which NGOs are formally registered in Ghana.
3. What is a company limited by guarantee?
It’s a company without share capital. Members guarantee a nominal amount (e.g., GHS 500) in case of liquidation. This format is standard for charities, churches, and foundations.
4. Who can form a not-for-profit company in Ghana?
Any person or group—local or foreign—can establish one, provided the objectives are lawful and non-commercial.
5. Are churches and charities considered not-for-profit organizations?
Yes. Churches, foundations, and charities are recognized as not-for-profit entities because they operate for community benefit.
6. Can a foreigner register a not-for-profit company in Ghana?
Yes. Foreign individuals or entities can register NGOs /Not-For-Profits in Ghana, provided they follow Ghana’s registration procedures and obtain approvals from the relevant government bodies such as the Not-for Profit secretariate. (NPO-secretariate).
7. Is it mandatory to register a not-for-profit company in Ghana?
Yes. Registration with the Office of the Registrar of Companies and in most cases the NPO Secretariat is required to operate legally, open a bank account, or receive donations.
Choosing a Name for Your NGO in Ghana
1. What makes a good NGO name in Ghana?
Your NGO’s name must be unique, relevant, and non-misleading. It should reflect your social mission and end with the suffix “Limited by Guarantee” or “LBG.”
Example: Hope for All Foundation Limited by Guarantee.
2. Can I reserve an NGO name before registration?
Yes. Name reservation can be done via the Office of the Registrar of Companies – Ghana (ORC) online portal or in person for GHS 100, valid for 30 working days.
3. When can a proposed NGO name be rejected?
Names may be rejected if they are:
- Identical or confusingly similar to existing names
- Misleading or imply government/donor affiliation
- Offensive or culturally inappropriate
- Contain restricted terms (e.g., “University,” “Bank”) without approval
Requirements for Registering a Non-Profit in Ghana
1. What are the key registration documents and details neeeded when registering an NGO/ Non-Profit Company in Ghana?
- 3 proposed names for search
- At least 2 directors (one must reside in Ghana)
- Minimum of 2 members/guarantors
- Company Secretary
- Registered office address (with GPS location)
- TIN (Taxpayer Identification Number) for directors, secretary, and members
- Copy of valid ID (Passport or Ghana Card)
- Constitution of the company
- Consent letters from secretary, auditor, and directors
- Beneficial Ownership Form
2. How many directors are required to register a not-for-profit company in Ghana?
You require a minimum of two (2) directors to register a not-for-profit company. At least one of the directors must be resident in Ghana.
3. Can foreigners serve as directors or members of not-for-profit company/NGO in Ghana?
Yes. Foreigners can be directors or members of an NGO, but at least one director must reside in Ghana.
4. Is there a capital requirement for NGOs?
No minimum capital is required. Members only guarantee a nominal amount, typically around GHS 500.
5. Is an auditor mandatory?
Yes. You must appoint a qualified auditor and attach their written consent during registration.
6. What is the official registration fee?
The statutory fee is GHS 490, excluding professional or drafting fees.
7. Can registration be done online?
Yes. NGOs can be registered via the Office of the Registrar of Companies – Ghana online platform or at the ORC office in Accra.
8. Do I need a Ghanaian member/director when registering an NGO in Ghana?
No, you do not require a Ghanaian member to incorporate a non-for profit in Ghana. However, for NGOs raising funds, depending on donor requirements and regulatory approvals, local representation may strengthen your application.
Step-by-Step Registration Process for NGOs/Not-For-Profits
1.What are the procedures for registering an NGO/Not-For-Profit in Ghana?
- Name Reservation — Submit and pay for your preferred name via ORC.
- Prepare Documentation — Draft your company constitution, collect ID copies, and complete Form 3B.
- Submit Application — File with the ORC along with all required documents.
- Pay Fees — GHS 490 official incorporation fee.
- Receive Certificates — You’ll receive your Certificate of Incorporation, Form 3B, and Constitution.
- Register for Tax — Obtain a TIN and register with Ghana Revenue Authority
- Processing time: Usually 10–15 working days, depending on document accuracy.
What are the Steps to Register an NGO in Ghana
Step 1: Choose a Suitable Name
Start by conducting a name search with the Registrar of Companies to ensure your NGO’s name is unique and available.
You can apply for name reservation online via the Registrar-General’s Department (RGD) portal or in person at their offices.
Step 2: Prepare the Constitution
Every NGO in Ghana must have a constitution (bylaws) detailing:
- The organization’s objectives
- Governance structure
- Membership rules
- Appointment of officers
- Financial accountability
This document must clearly define that the NGO is non-profit and non-political.
Step 3: Complete the Registration Forms
The main forms include:
- Form 3 – Registration of Company Limited by Guarantee
- BO Forms – Beneficial Ownership Disclosure forms
- Copies of valid ID for each director, secretary, and subscribers
Foreign nationals must provide passport biodata pages instead of Ghana Card or local ID.
Step 4: Submit Documents and Pay the Fees
Submit all completed forms, constitution, and name reservation certificate to the Registrar of Companies.
The standard government registration fee is around GHS 490, and the process typically takes 10–15 working days if all documents are correct.
Step 5: Obtain the Certificate of Incorporation
Once approved, you will receive:
- Certificate of Incorporation
- Certificate to Commence Business
- Company Regulations (Constitution)
These legalize your NGO as a corporate body in Ghana.
Step 6: Register with the Department of Social Welfare
This step is mandatory before any NGO can begin operations.
You will need to submit:
- Application letter
- Copy of certificates from the Registrar of Companies
- Constitution
- Business plan and budget
- Profile of board members
The Department will then assess your NGO’s objectives and issue an NGO Recognition Certificate.
3. How long does it take to register an NGO or Not-for-Profit?
Typically it takes 10–15 working days, if all documents are accurate.
4. What documents are issued after registration of an NGO in Ghana?
- Certificate of Incorporation.
- Company Constitution.
- Form 3B.
- Beneficial Ownership Profile.
4. Do I need notarization when registering a company in Ghana?
For all local documents you will be submitting, you are not required to notarize them. However, for foreign-issued documents (e.g., powers of attorney, incorporation certificates of foreign NGOs partnering locally) they must be notarized and legalized.
Post-Registration Obligations for NGOs and Non-Profit Companies
1. Do NGOs need to register with other agencies?
Yes. Depending on operations, you may need to register with:
- GRA – for tax purposes and exemptions
- SSNIT – if employing staff
- Municipal Assembly – for operating permits
- Department of Social Welfare / NGO Secretariat – for compliance and monitoring
2. Are NGOs tax-exempt in Ghana?
Yes, non-profits are generally exempt from corporate tax.
However, they must pay VAT on purchases and employees pay income tax.
If an NGO engages in commercial activities, revenue from such activities is taxable.
3. How often must NGOs file returns?
Annual returns, including audited accounts and activity reports, must be filed within 18 months after incorporation and annually thereafter.
4. What happens if an NGO fails to file returns?
Late filing attracts penalties, and persistent non-compliance can lead to deregistration.
Foreign Participation and NGO Ownership
1. Can a foreigner or foreign NGO operate in Ghana?
Yes. Foreign individuals or organizations can register NGOs locally under the ORC and obtain approval from the NGO Secretariat before starting operations.
2. Are local partners required?
Not mandatory, but having a Ghanaian director or board member strengthens compliance and local credibility.
3. What permits do foreign NGO staff need?
All foreign staff must obtain work and residence permits from the Ghana Immigration Service.
4. Can a foreign NGO own land or property?
Yes, but land ownership must comply with Ghana’s land lease laws—foreigners can typically lease land for up to 50 years.
NGOs/Not-For-Profits – Amendments and Ongoing Compliance
1. Can an NGO change its name?
Yes, by passing a special resolution by members and filing with the ORC the name of an NGO can be changed.
2. Can new directors or members be added?
Yes. The company secretary must File Form 17 with the Office of the Registrar of Companies – Ghana attach resolutions, resignation/appointment letters, and pay applicable fees.
3. Can an NGO amend its objects?
Yes, by special resolution passed by members, an NGO can amend its objects. The special resolution must be submitted and approved by the Office of the Registrar of Companies – Ghana
4. Can an NGO convert into a company limited by shares?
An NGOs/Guarantee companies or Not-for-profit cannot be directly converted into for-profit company. A new entity must be incorporated.
5. Is a company seal required?
No, it is optional to have a company seal. It is not a statutory requirement in Ghana.
6. Can NGOs/Not-for-profit company open a bank account after registration in Ghana?
Yes, all NGOs or Not-for-profits can open a bank account in Ghana with any of the licensed commercial banks they choose. Present incorporation documents (certificate, constitution, Form 3B, beneficial ownership). Banks may also require Board Resolution to open the account.
7. How can a not-for-profit company open a bank account?
It must present its certificate of incorporation, Form 3B, Beneficial Ownership Profile and constitution as well as a board resolution authorizing account signatory.
8. What bank documents are required for NGOs?
Banks typically require the registration certificate, Form 3B, Beneficial Ownership Profile and constitution as well as NGO Secretariat certificate, and valid ID cards of officers.
9. Can an NGO run business activities?
Yes, but only if the proceeds are used solely to support its stated objectives. Profits cannot be shared among members or directors. Profits or Revenues will be subject to tax in Ghana.
10. How can a not-for-profit employ staff legally?
The organization must register with Ghana Revenue Authority for tax (PAYE) purposes, SSNIT for social security, and comply with the Labour Act on employment contracts and benefits.
Governance and Structure of NGOs /Not-For-Profits
1. How are members appointed in a not-for-profit company?
Members are appointed according to the organization’s constitution or by resolution. They oversee governance and uphold the mission of the organization.
2. Can trustees be paid in a not-for-profit organization?
Generally, trustees serve voluntarily and are not paid salaries. They may only receive reimbursements or approved allowances for legitimate expenses.
3. What is the difference between members and directors?
Members are the owners or guarantors who hold ultimate authority, while directors (or trustees) are responsible for the organization’s daily management and decision-making.
4. Can a not-for-profit company have shareholders?
No. It has guarantors instead of shareholders and cannot distribute dividends or profits.
Governance and Management
1. How are directors and members appointed?
They are appointed through the company constitution or resolutions passed by members.
2. Can trustees be paid?
Trustees are usually volunteers, though they may receive reimbursements or approved allowances for legitimate expenses.
3. Can NGOs distribute profits?
No. Any income must be used to further the NGO’s objectives.
Dissolution or Closure
1. How can a not-for-profit company be dissolved?
It can be voluntarily dissolved, by court order, or by Registrar directive for misconduct or inactivity.
2. What happens to assets after dissolution?
All remaining assets must be transferred to another non-profit organization with similar objectives—not to individuals or directors.
Conclusion
Registering an NGO or non-profit in Ghana involves a clear legal process under the Companies Act, 2019 (Act 992).
For international founders, understanding the steps, documentation, and compliance rules ensures smooth approval and sustainable operations.
By maintaining good governance and filing obligations, NGOs can build trust with both the Ghanaian government and global donors.
You may also read:
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Registration of a Company Limited by Shares in Ghana — Learn the process of registering a private company limited by shares under Ghana’s Companies Act.
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How to Obtain a Work and Residence Permit in Ghana — Find out the requirements and steps for securing legal work and residence permits for staff or expatriates.
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Corporate Governance in Ghana — Explore governance principles and best practices that strengthen NGO and business accountability.
