New Companies bill to set up Office of Registrar of Companies

A proposed amendment to the Companies Bill, 2018, seeks to establish a new Office of the Registrar of Companies out of the existing Registrar-General Department, to deal exclusively with company registration and regulation in the country, a parliamentary report has revealed.

According to the report of the Committee on Constitutional, Legal and Parliamentary Affairs, the new office will also perform functions relating to incorporated partnerships and registered business names.

The bill, which is at the second reading stage in parliament, is expected to go to the consideration stage where most of the amendments will be effected before it is read the third time and passed into law.

The office will, again, be responsible for the appointment of inspectors and will assume the functions of the Official Liquidator under the Bodies Corporate (Official Liquidations) Act 1963.

It will further undertake public education programmes on the operations of companies.

As part of the transitional arrangements, the office is to assume the status of a category III subvented agency under the Subvented Agency Act, 2006 (Act 706) and operate under the Ministry of Justice.

Arrangements have been made to ensure that relevant personnel are transferred from the Registrar-General’s Department to the new office.

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The parliamentary report reveals that for the performance of these onerous duties, the office will have financial autonomy and be funded from income sources such as moneys approved by parliament, fees and charges, proceeds from sale of the Companies Bulletin, donations, grants and investment income.

The committee expressed optimism that this single purpose office will significantly enhance efficiency in company registration and regulation and promote the ease of doing business in Ghana.

Minority Leader, Haruna Iddrisu, called for a stronger relationship between the Ministry of Finance, Ghana Revenue Authority and Registrar-General Department in order to aid revenue mobilisation.

He also stated that there are still unmobilised businesses that are not paying revenues to the state and if the three agencies are collaborating well, it will be able to track these businesses.

When the new law is passed, an individual can register or start a business at the age of 18, revised downwards from 21 years.

The bill gives room for dissenting minority shareholders to have rights to compel their companies to buy out their shares. Such shareholders will be entitled to request the company to purchase their share at a fair value.

It also seeks a complete abolition of ultra vires doctrine to companies in Ghana. Per the provisions of the Bill, companies will have the option to state the nature of their businesses or their objects.

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The implication is that companies that will state their objects will be restricted to operate within the scope of their objects but those who opt not to state their object will have no restrictions and can do any legitimate business.

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