The Office of the Registrar of Companies (ORC) has announced an increment in the fees and charges on all transactions including Incorporation and Registration of Businesses, Amendments, and the filing of Annual Returns.
The increment took effect on Sunday, January 1, 2023.
The increment according to the Office of the Registrar of Companies is in line with the Fees and Charges (Miscellaneous Provisions) Act, 2022 Act 1080 passed by Parliament.
“The changes in Fees and Charges would apply to the registration and amendment of Business Names, Subsidiary Business Names, Partnerships, External Companies, and Professional Bodies as well as the Incorporation of Companies Limited/ Unlimited by Shares and Companies Limited by Guarantee,” a statement by the Office of the Registrar of Companies stated.
The statement added that “from the 1st of June 2023, the ORC would, for the very first time be fully implementing section 126(7) of the Companies Act, 2019 (Act 992) which states that ‘where a Company defaults in complying with the filing of Annual Returns and Financial Statements, the Company and every officer of the company that is in default is liable to pay to the Registrar an Administrative Penalty of Twenty-Five penalty units for each day during which the default continues.”
Below is the full statement
CHANGE IN FEES AND CHARGES
The Office of the Registrar of Companies (ORC) informs all Company Officials, Business Owners and the general public that there have been changes in the Fees and Charges on all transactions, including the Incorporation and Registration of Businesses, Amendments and the filing of Annual Returns effective 1st January, 2023. This is in accordance with the Fees and Charges (Miscellaneous Provisions) Act, 2022 Act 1080 as passed by Parliament and earlier indicated in our Press Release dated 14th November, 2022.
The changes in Fees and Charges would apply to the registration and amendment of Business Names, Subsidiary Business Names, Partnerships, External Companies, Professional Bodies as well as the Incorporation of Companies Limited/ Unlimited by Shares and Companies Limited by Guarantee. Please visit www.orc.gov.gh/www.rgd.gov.gh or our Front Offices in Accra and The Regional Offices for further details on these new Fees.
From the 1st of June, 2023, the ORC would, for the very first time be fully implementing section 126(7) of the Companies Act, 2019 (Act 992) which states that ‘where a Company defaults in complying with the filing of Annual Returns and Financial Statements, the Company and every officer of the company that is in default is liable to pay to the Registrar an Administrative Penalty of Twenty-Five penalty units for each day during which the default continues’.
A penalty unit is established by the Fines (Penalty Units) Act 2000 (Act 572) and the current monetary value per penalty unit is GHC12.00. This means that effective 1st June, 2023, an administrative charge of GHc300.00 would be charged for each day the default continues against the Company and EVERY OFFICER of the Company until section 126 (7) is complied with.
The full implementation of the Companies Act, 2019 Act 992 by this section is being proposed now by Management and the Board to ensure Companies take the compliance of this requirement in the Act more seriously than they have done previously. Company Secretaries and Auditors should therefore kickstart the processes in getting these mandatory documents ready and on time to avoid paying this very punitive Administrative Penalty and sanction and push their Companies into a state of inactivity.
The ORC from June 2023 is also going to fully enforce the penalty for failure to comply with the statutory provision on Annual Renewal of Partnerships registration.
The Incorporated Private Partnerships Act,1962 (Act 152) section 8 (1) states that: ‘‘Once in every year, the Partners of a Partnership SHALL deliver to the Registrar for registration a Statement in the Prescribed Form renewing the registration. Section 9(1), in the event of default in complying with sections 4,5,7 or 8 of Act 152, (a) Every Partner SHALL be liable to a fine not exceeding five (5) pounds for each day during which the default continues; The cost of five (5) British Pounds in Ghana Cedis per the current Bank of Ghana Foreign Exchange rate is Ghc60.00.
Partnerships, especially Auditing Firms on the Register, are to note accordingly and put their Books in order to renew the Partnership Registration and avoid paying this punitive penalty.
Additionally, the ORC is going to enforce section 5A (2) of the Registration of Business Names Act, 1962 (Act 151) on Annual Renewals. This states that “without prejudice to any other liability prescribed by this Act, a registration which is not renewed in accordance with this section shall LAPSE and the Registrar may remove from the Register the Business Name of the person whose Registration has lapsed after the expiration of the period prescribed for the renewal”.
From this year, failure to renew a Business Name (Sole Proprietorship)/Subsidiary Business Name for a period of 3 months after the year has ended would lead to the Lapse of the Business Name/Subsidiary Business Name. To avoid such Business Names falling into the public domain and for anyone of interest to use it after it has been struck off the Business Names Register, Business Name owners can electronically renew their Businesses by dialing the Unstructured Supplementary Service Data (USSD) Code *222# and follow the prompt to make payment with their Mobile Money wallet on the Ghana.Gov payment platform.
The ORC would also be introducing expedited/express services this year. This is to ensure that patrons of the services get their documents within forty-eight (48) hours. The expedited/express services would be available at the Head Office in Accra and some Regional Offices when it commences after the first half of this year.
All Company Secretaries who are yet to comply with the directives issued by the ORC on the Name Changes in the Companies Act, 2019 (Act 992) are to submit a Special Resolution for a change of their Company Name by adding the appropriate ‘suffix’ to the end of their Company Name. Companies who have not as yet adopted a Registered Constitution reflecting the changed name in place of their Company’s Regulations are also being reminded to do so by the end of June, 2023.
The ORC wishes to remind its cherished clients that payments on transactions are ONLY to be made at its in-house Fidelity Bank or any other Fidelity Bank Branch.
The Office of the Registrar of Companies (ORC) does not operate a Mobile Money Account or authorize same on its behalf. Under no circumstance should ORC clients transfer money to any Mobile Money Number in the name of the Office, Staff or a Lawyer. Please be vigilant against fraudsters calling Company officials and Business Owners to make transfers to certain mobile numbers. We urge the General Public to ignore such calls or messages and cross-check its validity with us through our official numbers.