The Registrar-General’s Department has engaged stakeholders in the business sector on the draft regulations of the new Companies Act 2019, (Act 992) to ensure smooth implementation.
The engagement was to solicit valuable comments, suggestions, and contributions from stakeholders to improve the quality of the document to ensure it produced a practical and effective Regulations to guide businesses in the implementation of the Act.
The new Companies Act, 2019, (Act 992) was passed on May 2, 2019 and received presidential assent on August 2, 2019, replacing the Companies Act, 1963 (Act 179), which had been in operation for over 50 years.
A statement issued at the end of the stakeholder consultation and copied to the Ghana News Agency, Mrs Jemima Oware, Registrar-General, said the Act was forward-thinking since it introduces more stringent laws on corporate governance, beneficial ownership, and the establishment of a new Office of the Registrar of Companies.
She said it also encourages the ease of doing business, adding that aside from the old Legislative Instrument for its statutory forms, there were no Regulations on the old Act to provide guidance on Registry processes.
“As a result, it became critical to have this standardized operational document in the form of Regulations to guide the processes of the new Office,” she said.
In April 2008, a Business Law Reform Committee of Experts was established by the then Attorney-General, Mr Joe Ghartey, as part of the Business Law Reform Project of the Ministry of Justice and Attorney-General’s Department.
The Committee of Experts was presided over by Retired Justice Samuel Date Bah, with other members including Professor Ebow Bonzie-Simpson, Mr. Ntrakwa, Mr. Felix Addo, Dr. Tony Gyasi, Mr. Sal Amagavie, Nana Ohene Obeng, Mrs. Mavis Amoa, Mrs. Naana Dontoh, and Jemima Oware, the current Registrar General.
Mrs Oware noted that the Department spent nearly two years putting together these draft Regulations, saying even though it was late, it was an important document that was needed to streamline the processes.
“In the meantime, we had to update our system and design forms in accordance with Act 992 to keep our business processes running,” she said.
In accordance with the provisions of the Act, Mrs Oware said a committee was formed in May 2021 to draft Act 992 implementing regulations (the “Regulations”).
She said the Committee determined the regulations’ requirements under sections 109, 373, 374, 378, and 381 of Act 992 and drafted these provisions to comply, adding that in addition to ensuring compliance with the law, the committee reviewed the RGD’s prescribed forms for filings required by Act 992.
“In order to facilitate doing business in a digital environment, the Regulations also specified the mode of electronic transaction and payment for electronic filings.
“The Regulation also addresses the standardization of required filings, as well as the provision of comprehensive requirements for the use of restricted words like ‘Group’, ‘Holding’, etc. The Regulations also require companies to report and maintain up-to-date and accurate records of beneficial ownership,” she explained.
The regulation also specifies the mode and format for submitting particulars that must be entered into the Central Register, as well as the procedure for collecting, authenticating, verifying, or correcting information in the Central Register.
Most notably, the Regulations provided for waivers and exemptions granted under section 381 (2) (c) of Act. 992, based on predefined criteria and the classification of businesses as small, medium, or large. These have been developed in collaboration with key business stakeholders, Mrs Oware added.