Companies Act, 2019 (Act 992)

ARRANGEMENT OF SECTIONS

CHAPTER ONE—PRELIMINARY PROVISIONS

1. Application of Act

2. Application of particular chapters

3. Prohibition of association exceeding twenty members

4. Companies formed for special purposes

5. Saving of equity and common law

CHAPTER TWO— PROVISIONS APPLICABLE TO ALL COMPANIES Part A: Formation and Incidental Matters

6. Right to form a company

7. Types of companies

8. Companies limited by guarantee

9. Conversion of company limited by shares to company limited by guarantee

10. Duties of promoters

11. Pre-incorporation contracts

Part B: Incorporation of Companies

12. Right to apply for incorporation

13. Application for incorporation

14. Incorporation

15. Certificate of incorporation

16. Certificate of incorporation and winding up

l7. Error or omission in document

Part C: Capacity of Companies

18. Powers of companies

19. Limits of authority of company

20. Alteration of objects or business

21. Names of companies

22. Reservation of name

Part D: Constitution of the Company

23. Option to have a registered constitution

24. Effect of Act on company that has lodged a registered constitution

25. Effect of Act on company without a registered constitution

26. Contents of registered constitution

27. Form of constitution

28. Subscription to constitution

29. Effect of company constitution

30. Adoption, alteration, amendment and revocation of constitution

31. Registration of consolidated constitution

32. Copies of registered constitution

Part E: Membership of Companies

33. Members of a company

34. Right of member to attend and vote at general meeting

35. Register of members

36. Inspection of register

37. Power to close register

38. Rectification of register

39. Register to be evidence

40. Liability of members

41. Companies ceasing to have members

Part F: Shares

42. Legal nature of shares

43. No par value shares

44. Issue of shares

45. Payment of shares

46. Return of issues

47. Penalties for non-compliance with section 45 or 46

48. Meaning of payment in cash

49. Classification of shares

50. Variation of class rights

51. Preference and equity shares

52. Suspension of voting rights of preference shares

53. Votes of equity shares

54. Canons of construction of class rights

55. Issue of share certificates

56. Effect of share certificates

57. Reserve liability

58. Prohibited transactions in shares

59. Alteration of number of shares

60. Financial assistance for acquisition of shares

61. Acquisition by company of its own shares

62. Redemption of redeemable preference shares

63. Purchase by a company of its own shares

64. Limit on number of shares acquired

65. Share deals account

66. Modification of sections 61 to 65 in relation to authorised mutual funds

67. Acquisition of shares of holding company

Part G: Stated Capital and Dividends

68. Meaning of "stated capital"

69. Reduction of stated capital

70. Meaning of "reserves"

71. Meaning of "retained earnings"

72. Legality of dividend payments

73. Unclaimed dividend accounts

74. Management by Registrar of unclaimed dividend account

75. Prohibition of payment of dividends by companies limited by guarantee

76. Declaration of dividends

77. Capitalisation issues and non-cash dividends

Part H: Resolutions Reducing Capital, Shares or Liability

78. Resolutions requiring confirmation of Court

79. Application for confirming order

80. Order confirming the resolution

81. Order and minute to be registered

82. Protection of creditors

Part I: Debentures and Debenture Stock

83. Issue of debentures or debenture stock

84. Specific performance of contract for debentures

85. Documents of title to debentures

86. Effect of statements in debentures

87. Perpetual debentures

88. Convertible debentures

89. Secured or unsecured debentures

90. Meaning of "floating charge"

91. Powers of the Court

92. Payment of preferential creditors out of assets subject to a floating charge

93. Limitation of efficacy of floating charges in liquidations

94. Appointment of a receiver

95. Trustee for debenture holder

96. Meetings of debenture holders

97. Re-issue of redeemed debentures

Part J: Transfer of Shares and Debentures

98. Restrictions on transferability of shares

99. Register of debentures

100. Restrictions on transferability of debentures

101. Registration of transfers

102. Transmission of shares or debentures by operation of law

103. Protection of beneficiaries

104. Certification of transfers

105. Lien of a company on shares

Part K: Branch Registers

106. Power of company to keep branch register

107. Regulations as to branch registers

108. Stamp duties in case of securities registered in branch registers

109. Provisions as to branch registers kept in the Republic

Part L: Registration of Particulars of Charges

110. Registration of particulars of charges created by companies

111. Charges to secure fluctuating amounts

112. Charges on property acquired

113. Existing charges

114. Duty of company to deliver particulars for registration

115. Register of particulars of charges

116. Endorsement of registration on debentures of a series

117. Entry of satisfaction upon receipt of discharge

118. Rectification of register of particulars of charges

119. Registration of enforcement of security

120. Copies of charges to be kept by company

121. Registration constituting notice

Part M: Registered Office, Publication of Name and Annual Returns

122. Registered office

123. Notice of location of registered office

124. Requirement to change registered office

125. Publication of name of company

126. Annual return

Part N: Accounts and Audit

127. Keeping of accounting records and preparation of financial statements

128. Circulation of financial statements and reports

129. First financial statements after incorporation

130. Statement of financial position

131. Consolidated financial statements

132. Particulars of emoluments and pensions of directors

133. Particulars of amounts due from officers

134. Provisions supplemental to sections 127 to 133

135. Signing and publication of financial statements

136. Report of directors

137. Report of auditors

138. Qualification of an auditor

139. Appointment of an auditor

140. Remuneration of an auditor

141. Removal of an auditor

142. Functions of an auditor

143. Auditor to avoid conflict of interest

Part O: Acts by or on behalf of the Company

144. Division of powers between general meeting and board of directors

145. Major transactions

146. Delegation to committees and managing directors

147. Acts of the company

148. Acts of officers or agents

149. No constructive notice of registered documents

150. Presumption of regularity

151. Liability of company not affected by fraud or forgery of officer

152. Form of contracts

153. Bills of exchange and promissory notes

154. Authentication of documents

155. Execution of deeds abroad

156. Official seal for use abroad

Part P: General Meetings and Resolutions

157. Annual general meetings

158. Extraordinary general meetings

159. Place of meetings

160. Notice on proxy

161. Compliance with proxy arrangements

162. Power of Court to order meeting

163. Written resolutions

164. Application of provisions on general meetings to class meetings

165. Registration of copies of certain resolutions

166. Minutes of general meetings

167. Inspection of minutes book

168. Circulars of members

169. Proceedings at meetings

Part Q: Directors, Company Secretary and Other Officers of a Company

170. Meaning of "directors"

171. Number of directors

172. Appointment of directors and filling of vacancy

173. Qualification of directors

174. Share qualification of a director

175. Vacation of office of director

176. Removal of directors

177. Restraining fraudulent persons from managing companies

178. Duty of director to report disqualification

179. Duty of company to fill vacancy of disqualified director

180. Substitute directors

181. Alternate directors

182. Residence of directors in the country

183. Executive directors

184. Managing directors

185. Remuneration and other benefits of directors

186. Publication of names of directors

187. Prohibition of assignment of offices

188. Proceedings and minutes of meetings of directors

189. Limitations on the powers of directors

190. Duties of directors

191. Exercise of powers of directors

192. Conflicts of duty and interest

193. Consent of company

194. Contracts in which directors are interested

195. Disclosure of interest by directors

196. Company to maintain Interests Register

197. Directors to act professionally

198. Use of company information

199. Civil liabilities for breach of duty

200. Legal proceedings to enforce liabilities

201. Derivative actions

202. Costs of derivative action to be met by company

203. Powers of Court where leave is granted

204. Compromise, settlement or withdrawal of derivative action

205. Representative actions

206. Payments to directors for loss of office

207. Payments to directors in connection with take-over bids

208. Provisions supplemental to sections 206 and 207

209. Duties of directors in sales or purchases of securities of the company

210. Register of holdings of directors

211. Company Secretary

212. Duties of a Company Secretary

213. Avoidance of acts in dual capacity as director and Company Secretary

214. Prohibition of tax-free payments

215. Register of directors and Company Secretary

216. Registration of particulars of directors and Company Secretaries

217. General saving of existing law relating to officers

Part R: Protection Against Illegal or Oppressive Action

218. Injunction or declaration in the event of illegal or irregular activity

219. Remedy against oppression

220. Member requiring company to purchase shares

221. Notice requiring purchase of shares

222. Purchase of shares by company

223. Determination of fair and reasonable price for purchase of shares by company

224. Application to court for exemption on grounds of insolvency

225. Purchase of shares by third party

226. Reinstatement of shares

227. Application to court for exemption

Part S: Inspection and Investigation of Companies

228. Enquiries by the Registrar

229. Appointment of inspector under order of the Court

230. Appointment of inspector on special resolution of the company

231. Power to carry investigation into the affairs of associated companies

232. Production of documents and evidence

233. Report of Inspectors

234. Proceedings after investigations

235. Expenses of investigations

236. Request for information on persons interested in shares or debentures

237. Exemption from disclosure by legal practitioners and their clients and bankers and their customers

Part T: Arrangements, Compromises, Mergers and Divisions

238. Arrangement or merger by sale of undertaking

239. Arrangement or compromise with Court approval

240. Powers of the Court in facilitating arrangements or Compromise

241. Mergers

242. Merger proposal

243. Approval of merger proposal

244. Short form merger

245. Registration of merger proposal

246. Approval of constitution of transferee company formed from a merger

247. Exemption from publication of reports and other requirements of law

248. Certificate of merger

249. Effect of certificate of merger

250. Registers

251. Powers of court in respect of a merger proposal

252. Divisions

253. Modification of sections 240 and 259 to 269 in relation to a company involved in a division

254. Liability of transferee companies formed from a division

255. Powers of Court in facilitating arrangements, compromises, mergers and divisions

256. Additional orders of Court

257. Interpretation

258. Information on arrangements, compromises, merger and divisions

259. Acquiring shares of minority on acquisition of subsidiary company

260. Rights of minority on acquisition of subsidiary company

Part U: Receivers and Managers

261. Eligibility for appointment as receiver or manager

262. Power to appoint Official Trustee

263. Duties of receivers

264. Duties of managers

265. Absence of defence or immunity

266. Powers of receivers and managers

267. Receivers and managers appointed by Court

268. Receivers and managers appointed out of Court

269. Liabilities of receivers and managers on contracts

270. Notification that receiver or manager has been appointed

271. Accounts where manager appointed to enforce a floating charge

272. Delivery to Registrar of accounts of receivers

273. Enforcement of duties of receivers

Part V: Winding Up

274. Modes of winding up

275. Affidavit of solvency

276. Procedure on resolution for liquidation

277. Statements and accounts of final financial year

278. Resolution for appointment and removal of liquidator

279. Remuneration of liquidator

280. Disqualification of liquidator

281. Status of liquidator

282. Cessation of powers of directors

283. Powers of liquidator

284. Books and accounts during private liquidation

285. Private liquidation account

286. Duty of liquidator in case of insolvency

287. Stay of proceedings

288. Dissolution and restoration of companies

289. Dissolution without full winding up

Part W: Documents

290. Service of documents by company

291. Service of documents on company

292. Additional provisions relating to service

293. Books and registers

Part X: Invitations to the Public

294. Control of public invitations

295. Meaning of "invitations to the public"

296. Offers for sale deemed to be made by company

CHAPTER THREE — ADDITIONAL PROVISIONS APPLICABLE TO PRIVATE COMPANIES ONLY

297. Default in complying with conditions constituting a private company

298. Documents to be annexed to the annual return of a private company

299. Requisitioning extraordinary general meetings of a private company

300. Appointment and removal of directors of private companies

301. Unanimous agreement by shareholders

302. Conversion of private company to public company

CHAPTER FOUR — ADDITIONAL PROVISIONS APPLICABLE TO PUBLIC COMPANIES ONLY Part A: Prospectuses and Statements in Lieu of Prospectus

303. Statement in lieu of prospectus

304. Prospectus on invitations to the public to acquire or dispose of securities

305. General and restricted invitations to the public

306. Certificates of exemption

307. Consent of expert

308. Registration of prospectus

309. Waiting period

310. Withdrawal of applications after the offer period

311. Invitations in respect of securities to be dealt in on a stock exchange

312. Minimum subscription

313. Civil remedy for mis-statements or omissions in a prospectus

314. Recission for mis-statements in a prospectus

315. Voting rights of shares offered to the public

316. Public invitations to deposit money with public companies

317. Prohibition of waiver and notice clauses

318. Criminal liability for mis-statements

319. Commission to waive or modify the application of Part A of Chapter Four

Part B: Dividends and Transfers

320. Limitation on liability of members in public companies to restore illegal dividends

321. Interim dividends

322. Restrictions on the transferability of securities of public companies

Part C: Documents Accompanying Annual Returns

323. Documents to be annexed to annual returns of a public company

Part D: Extraordinary General Meetings

324. Extraordinary general meetings of public companies

Part E: Directors

325. Rotation of directors of a public company

326. Voting for directors of a public company

327. Cumulative voting for directors of a public company

328. Prohibition of loans by public companies to directors

CHAPTER FIVE — PROVISIONS APPLICABLE TO EXTERNAL COMPANIES

329. Meaning of "external company"

330. Documents to be delivered to Registrar by external company

331. Notice of alteration of registered particulars

332. Local manager

333. Service on external company

334. Financial statements of external company

335. Obligation to state name of external company

336. Publication of names of local managers

337. Registration of particulars of charges

338. Winding up of external company

339. Winding up of external company in specified business

340. Cessation of business of external company

341. Penalties and disabilities

342. Control of public invitations relating to external companies

343. Control of public invitations relating to other non-Ghanaian companies

CHAPTER SIX — SUPPLEMENTARY Part A: Miscellaneous Offences

344. Inducing persons to invest

345. Penalty for false statements

346. Penalty for improper use of "incorporated" or "limited"

347. Publication of misleading statements regarding shares or capital

Part B: Legal Proceedings

348. Costs in actions by limited companies

349. Contribution between joint wrongdoers

350. Power to grant relief

Part C: Establishment of the Office of the Registrar of Companies

351. Establishment of the Office of the Registrar of Companies

352. Status of the Office of the Registrar of Companies

353. Object and functions of the Office of the Registrar of Companies

354. Governing body of the Office of the Registrar of Companies

355. Tenure of office of members

356. Meetings of the Board

357. Disclosure of interest

358. Establishment of committees

359. Fees and allowances

360. Regional offices

361. Policy directives

Part D: Administrative and Financial Provisions of the Office of the Registrar

362. Appointment of Registrar of Companies

363. Appointment of other staff

364. Funds of the Office of the Registrar of Companies

365. Management of the finances of the Office of the Registrar of Companies

366. Loans, bank accounts and investments

367. Accounts and audit

368. Annual report and other reports

Part E: General Provisions

369. Submission of periodic reports by Registrar

370. Companies Bulletin

371. Fees

372. Documents to be translated

373. Registration of documents

374. Prescribed forms

375. Inspection, copies and evidence of registered documents

376. Authentication of documents issued by Registrar

377. Enforcement of duty to make returns

378. Electronic transactions

379. Power of Registrar to obtain directions of the Court

380. Extension to bodies corporate not registered under this Act

381. Regulations

382. Guidelines

383. Interpretation

384. Repeals and savings

385. Transitional provisions

386. Application of the Electronic Transactions Act, 2008 (Act 772)

387. Commencement

SCHEDULES

FIRST SCHEDULE - Definitions

SECOND SCHEDULE - Constitution for a Private Company Limited by Shares

THIRD SCHEDULE - Constitution for a Public Company Limited by Shares

FOURTH SCHEDULE - Constitution for a Company Limited by Guarantee

FIFTH SCHEDULE - Contents of Annual Return

SIXTH SCHEDULE - Financial Statements

SEVENTH SCHEDULE - Matters to be Expressly Stated in the Report of the Auditor

EIGHTH SCHEDULE - Procedure for General Meetings

NINTH SCHEDULE - Form of Statement in Lieu of Prospectus and Financial Statement and Report to Accompany the Statement

TENTH SCHEDULE - Contents of Prospectus on General Invitation