How To Register a Business in Ghana

How To Register Your Business in Ghana

This post is part of our business guide in Ghana. To register your business in Ghana, follow these step-by-step instructions:

1. Go to the official Office of the Registrar of Companies (ORC) or Registrar General’s Department website at www.rgdeservices.com.

2. Click on the “Name Search” option to check the availability of your desired business name.

3. Download the registration forms corresponding to the type of entity you want to register (e.g., Sole Proprietorship, Partnership, Limited Liability Company).

4. Print the forms, fill them out, sign them, and scan the completed forms along with any supporting documents required for registration.

5. Create an account as a portal user on the website. Provide the necessary information to create your account.

6. Log in using the username and password you received after creating your account.

7. On the welcome page, click on the “Entity Registration” link.

8. In the left pane, click on the “Entity Registration” link again.

9. Depending on whether your business name has been reserved or not, choose the appropriate option:

   – If the name has not been reserved, click on the “Create New” button.

   – If the business name has already been reserved, click on the “Create From Name Reservation” button.

10. Select the entity type (e.g., Sole Proprietorship, Partnership, Limited Liability Company) from the dropdown list.

11. Enter your chosen business name under “Entity Name” and click on the “Proceed” button.

12. Follow the instructions to input the necessary data and upload the scanned and signed documents as required.

13. Make the necessary payment online by clicking on the “Make Payment Online” link. Ensure that you have the required payment details and information ready.

14. The status of your registration will be communicated to you via SMS. Be sure to provide accurate contact information during registration.

15. After approval is granted, you can access your certificate and other supporting documents. To do so, click on the “eCertificate” link on the website. You can save or print the certificate for your records.

Please note that the specific requirements and fees for business registration in Ghana may vary depending on the type of entity and other factors. It’s advisable to consult with the Registrar General’s Department for more detailed and up-to-date information on the registration process.

Registration of Foreign Businesses in Ghana

The Ghana Investment Promotion Center (GIPC) is established to facilitate foreign investments. As per the GIPC Act of 2013 (Act 865), any enterprise that allows foreign ownership must register with the GIPC after its incorporation or registration and before commencing its operations.

Business Registration Documents

Once you have successfully registered your business with the Office of the Registrar of Companies (ORC), you will need to obtain the following documents:

1. A copy of the Certificate of Incorporation

2. A copy of the Company’s regulations

3. The Beneficial Ownership Document issued by the Registrar of Companies

4. Form 3 provided by the Registrar of Companies

5. Any Change Profile document from the Registrar of Companies, if any modifications have been made

6. Articles/Memorandum of Association (for Liaison companies or subsidiaries)

7. Power of Attorney (specific to Liaison companies)

8. Deed of transfer or shareholder’s agreement, filed at the Office of the Registrar of Companies, in cases where shares have been transferred.

Minimum Foreign Capital Requirements

To meet the minimum foreign capital requirements stipulated in the GIPC Act 2013 (Act 865), foreign investors must adhere to the following guidelines. These requirements can be fulfilled through cash investments, capital goods relevant to the intended investment, or a combination of both. The equity participation breakdown is as follows:

1. For a Joint Venture where the Ghanaian partner holds at least 10% shares, a minimum of US$200,000 is required.

2. Wholly foreign-owned companies must invest a minimum of US$500,000.

3. General trading companies employing a minimum of 20 skilled Ghanaians are required to invest US$1,000,000.

Certain companies are exempt from the minimum foreign equity requirement. These include businesses established solely for purposes such as Manufacturing, Export Trade, or Portfolio Investments. Additionally, exemptions may apply to companies owned by Ghanaians who acquire dual citizenship or foreign spouses of Ghanaian citizens in marriages lasting at least 5 years and residing in Ghana or the diaspora. Specific terms and conditions are in place to determine eligibility for exemptions.

Foreign Capital in Cash

Foreign investors have several options for meeting the capital requirements in cash:

1. Open two corporate accounts (one foreign and one local) with a local bank of their choice.

2. Effect a bank-to-bank transfer of the minimum foreign equity requirement, which will be converted into Ghana Cedis. This transaction should be confirmed by the investor’s local authorized dealer bank, and the Bank of Ghana, in turn, confirms this to GIPC for company registration purposes.

3. Individuals carrying physical cash into Ghana for investment purposes should declare it using Bank of Ghana FORM T5 upon arrival and subsequently deposit it into a bank account as soon as possible. This transaction must be confirmed by the dealer bank and the Bank of Ghana.

Equity in Kind (Capital Goods)

For equity in kind, typically involving imported machinery, equipment, and goods, the following documents must be provided in the name of the registered company and submitted to GIPC for registration purposes:

a. Original Bill of lading or Airway Bill

b. Destination (Ghana) Inspection Certificate

c. Original Custom Bill of Entry

d. Import Declaration Form (IDF)

e. Certified/Final Invoices

f. Evidence of Capitalization in the form of Form 6 from the Registrar Generals’ Department

All original copies of these documents must be submitted for validation.

Completing GIPC’s Registration Form

To initiate the registration process with GIPC, please follow these steps:

1. Download GIPC’s Registration Form.

2. Fill out the form and attach the following documents:

   – A copy of the Certificate of Incorporation

   – A copy of the Company’s constitution

   – Beneficial Ownership Document obtained from the Registrar of Companies

   – Form 3 issued by the Registrar of Companies

   – Any Change Profile document from the Registrar of Companies (if changes have been made)

   – Articles/Memorandum of Association (for Liaison companies or subsidiaries)

   – Power of Attorney (required for Liaison companies)

   – Deed of transfer or shareholder’s agreement filed at the Office of the Registrar of Companies (in cases where shares have been transferred)

   – Companies already in operation should provide: a TAX Clearance Certificate, Pay As You Earn (PAYE) List and Receipts, SSNIT List and Receipts, and Audited Accounts/Financial Statements.

   – A valid National ID of the person or agent submitting the application.

* Ensure that the completed GIPC registration forms and all supporting documents are scanned and submitted to the following email address:

Email: investor.services@gipc.gov.gh

Issuance of GIPC Registration Certificate

Upon receipt of your application, thorough examination, and payment of the required fees (please refer to the fee structure), the Registration Certification will be issued by the Centre as the final step in the registration process. This procedure typically takes five (5) statutory working days to complete.