The Registrar of Companies, Jemima Oware, has called on businesses to disclose their beneficial owners in line with the Companies Act, 2019 (Act 992) to promote transparency and provide a level playing field for the business community in Ghana.
The beneficial owner is an individual (a natural person and not a company) who directly or indirectly, ultimately owns or exercises substantial control over a person, company or economic interest.
Speaking during the UK Ghana Chamber of Commerce’s (UKGCC’s) Mandatory Regulatory Compliance for Businesses in Ghana webinar series on “The Mandate and Beneficial Ownership of the Office of the Registrar of Companies (ORC), Mrs. Oware remarked that companies are required to provide information on beneficial owners during the incorporation of a business.
She added that during incorporation of businesses, companies have within 28 days to make amendments on their beneficial owners.
Companies may also provide information on beneficial owners when filing annual returns and as an update to the Office of the Registrar. Furthermore, Companies Limited by Shares, Companies Limited by Guarantee, Unlimited Liability Companies, and External Companies are also mandated by the law to submit information of beneficial ownership to the Registrar.
During the webinar, the Registrar of Companies, whose office was created out of the Registrar General’s Department, observed that most companies fail to present the mandatory company and member registers when filing beneficial ownership documents. Others also state the Office of the Registrar as their beneficial owner.
She indicated that this was not the right practice. To rectify it, she remarked that “The office of the Registrar of Companies will compile registers online for businesses to purchase at a fee”. The Office will also ensure that a company has a designated officer (company secretary) who will ensure that their business is compliant.
Improved Corporate Governance and Professionalism
Mrs. Oware also discussed several other issues pertaining to her Office and of crucial relevance to businesses. One of these was improved governance and professionalism.
According to her, the Company Act, 2019 states that Directors of companies are required to appoint duly qualified professionals with some training in Company Law, Practice and Administration to effectively perform the function of a Company Secretary.
Mrs. Oware advised businesses to appoint people from recognised professional bodies such as the Institute of Chartered Secretaries and Administrators, Institute of Chartered Accountants Ghana and a Barrister or Solicitor in the Republic.
Promoting Ease of Doing Business
Mrs. Oware revealed that her office is currently working on migrating its digital platforms, to be ready by November this year, aimed at optimising processes in compliance with the Companies Act, (Act 992).
“If you go into the Companies Act, after it was passed in 2019, it said 5 years after that, we should go fully online and so we are pushing for that”.
The new platform will enhance ease of doing business, such as granting persons the opportunity to register their businesses from their phones.
The Office is also working to establish a VVIP unit in service centres to reduce the turnaround time for document processing at a fee.
She also discussed other pertinent issues such as corporate insolvency and restructuring, the importance of keeping company registers, and reforms to company registrations.
She finally urged companies to either access essential government services themselves or engage the services of certified professionals to ensure that the government captures the right data to promote good governance.
The webinar was moderated by Theophilus Tawiah, Managing Partner at WTS Nobisfields and Lecturer at the University of Professional Studies.