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Starting Right - Business Registration & Compliance - PT1 | Citi Business Festival On-Air Series | Ep1

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Starting Right - Business Registration & Compliance - PT1 | Citi Business Festival On-Air Series | Ep1

The transcription discusses business registration and compliance in Ghana, focusing on the Office of the Registrar of Companies (ORC). Established in 2019 under Act 992, the ORC replaced the Registrar General's Department for registering businesses and companies. Three main business structures are outlined: sole proprietorship (one-man business with unlimited liability), partnership (unlimited liability, common for law and accounting firms), and companies (limited liability, including limited by shares, limited by guarantee for NGOs, and external companies for foreign branches). Registration costs vary: 130 cedis for sole proprietorship, 490 cedis for limited by guarantee, and 550 cedis plus 1% duty on stated capital for limited liability companies. Foreign-owned companies have minimum capital requirements set by GIPC, such as $500,000 for wholly foreign-owned service firms. The process involves name search and reservation (instant, reservable for two months), filling forms like Form A for sole proprietorship, and providing details like Ghana Card, TIN, GPS address, and ISIC code. Compliance includes annual audited accounts for limited liability companies and corporate governance rules. The ORC has branches nationwide, and registration is mostly manual, though online options are emerging for some users. The speaker emphasizes starting with sole proprietorship for simplicity and later converting to a limited liability company as the business grows.

Transcription

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English
Introducing the Office of Registrar of Companies and its Mandate It's another honest series of the City Business Festival 2026 live year or 97.3 City FM as well as Channel 1 Television. We are still in our very first week talking broadly about the foundations of business and enterprise in Ghana with its specific context on the building block survival and sustainability of dining businesses. I am nee latte latte. Thank you so much for joining us this time around. Today we are coming your wheel with a very important topic about starting right business registration and compliance simplified. Mind you, the twenty 26th edition of the City Business Festival is powered by 97.3 CTFM as well as Channel 1 Television in partnership with AFSA Bank. We are proudly sponsored by Mt and Zonda Tegdana Limited as well as Petra Trust. So with us, when I come back, I'll tell you who my guess is and then we begin the conversation. Don't go our way. Well, my guest is Franco Pokuda, who he is Assistant Chief Company Inspector at the Office of the Registrar of Companies. Frank, good to have you. Welcome. How are you doing? I'm good. Speaker 2 Thank you for having me. Speaker 1 Indeed, it's amazing having you on this particular episode. You know, the office of the register of company is a very big office, but more often than not, we do not know what you guys do. There's a fine opportunity for you to tell us exactly what the company does, how important and why you might turn the scheme of things. Speaker 2 All right, so thank you for the question. Let me start off by explaining the differences between the Registrar General's Department and the Office of the Register of Companies. So it used to be the Registrar General's Department, you know, established in 1963 under Act 179 that is responsible for the registration of businesses, companies, registration of marriages, estates and all of these. So it it used to be 1 and it has served us for 56 long years. Speaker 1 Indeed. Speaker 2 Yeah. So it was until not until 2019, OK, that a new act came into being. So the new Act establishes a new Office. Act 2019, Act 992. So this new office is the Office of the Registrar. Speaker 1 Of companies very different from yes. So that was a complaint, yes. Speaker 2 So OK, this office is now closed with the responsibility of registering businesses and companies in Ghana and operating and regulating that space. Speaker 1 So it's a separate entity. Exploring Ghana's Business Structures and Sole Proprietorship Details It's a separate. Speaker 1 I see. So you guys register businesses after the decoupling, but how many forms of business structures do we have in the country? Speaker 2 So we have the very popular one, sole proprietorship businesses, we have partnerships and then we have the companies. So the company we have limited by shares, limited by guarantee and then we have the external company. Speaker 1 I see. So sole proprietorship, one man business, one man used to call them and then we have their partnership. So way two or more people come together and then we have their companies. But even with the companies we have different types, right? Are we able to break them down? Speaker 2 So with the companies you have the limited liability companies. So with this, the liabilities of the shareholders are? Speaker 1 Limited. Limited. Speaker 2 So whatever we have in our coffers, if there are any liabilities, that's what we used to, you know, offset the, the the debts with the limited by guarantee now and there's a minimum amount that's guaranteed that's 7000 cities under the new act. So if in the in the case of winding up the company, that minimum amount will be contributed by the subscribers or the members. So it is a limited amount, that's the guarantee. So with a limited liability to the the the liabilities are limited to that of the contribution. Speaker 1 Limited by the, Is it the same as Ng? Speaker 2 OS yeah, those are the Ng. OS nonprofits organizations and all civil societies and all of that. Speaker 1 I I see where do external companies come in? In the form of the structures. Speaker 2 So an external company is a liaison office. So it's a branch office of another company outside of the shores of that. OK. Speaker 1 So I see 3 broadly. So proprietorship, partnership as well as companies, you've explained companies. Let me take you back to so proprietor and then partnership in the lens of the Office of the Register of Companies. Speaker 2 So the SO proprietorship, what we usually call one man businesses, yeah, so that the owner is the business and the business is the one owner. They are one and the same. So the owner actually dies with the business in in super partnership businesses, you'll find out that the the owner is the CEO, the owner is the accountant, the owner is the HR, the owner. That's virtually. Speaker 1 Everything. He's a transport officer. Speaker 2 Except in few instances that you will see some structures, but basically the owner is a business. That business is the owner. Speaker 1 So regardless of the business structure, the registration falls under the Office of the Registrar of Companies. Speaker 2 Exactly what like first that the Registrar General's department I see used to be in charge so. Speaker 1 When we see business registration, really what are we talking about? Is it just about formalization? Is it just about meeting a legal requirement? Speaker 2 So the business registration is registering your business, coming to our office and going through some, you know, procedures, going through some processes to get your company or your business registered. So I don't know if you want us to go through one after the other, Yeah. Speaker 1 You can go ahead. Speaker 2 So with a sole proprietorship, which is a one month business, you come to the office with your Ghana card and you need a 10. Although the the Ghana card is now the same but with us, we still need the. Speaker 1 The TIN, the Ghana Card and the tax identification. Speaker 2 The old one, the one that starts with AP00, we still need it. This is because if we restrict it to the Ghana card and somebody is outside the source of the country and doesn't have a Ghana card, the person will not be able to register. So we still use the TIN and so when, when, when you don't have a tin or if you don't have a tin, we would apply for one for you. So there's GRE on our premises that we would issue you with a TIN to be able to register a business in Ghana. Speaker 1 So the first most important document when it comes to business registration is the Ghana Card and the TIN. OK, what more is there to it? Speaker 2 So depending on what you are doing and what we will require from you. So the sole proprietorship woman business will need your personal details where the business is situated. OK the GPS address of the company. Speaker 1 OK. Speaker 2 The postal address with the company, and so on and so forth. Navigating Business Name Reservation, Partnerships, and Limited Liability Companies I see. But what? What? Talk to me about this bit of the registration process, name search and reservation, because I know you can't just walk up to the office of register of company with any name. Perhaps somebody might have taken that name already. So what? What is the, the, the picture like when it comes to the name search and reservation? It's part of the registration process, yes. Speaker 2 Yes. So when you come with a name, we advise that you come with three set of names, OK, So if the first one does not go through the second one, the second one doesn't go through the third one. So we will conduct a SEC search on the name to see whether the name is available before you'll be able to use. Speaker 1 It and how long does this take? Speaker 2 Instant. OK, so I just click on the button, we'll see whether the name exists or not. So, but there are different layers. So the the the the company inspector or the one that you meet in front of you will search on the system to see whether the name is available. And then sometimes it goes for a second opinion and then at the second instance it can be refused. Maybe the limited liability, the limited liability or the limited by guarantee or external companies will go to the lawyers for final approval. The name can at that stage also be refused. So, but we need to search on the name and see whether the name is available or not before you can use the name. And then to talk about the name reservation, you can reserve a name for about two months and maybe yes, you are not ready to use the to register. So you can bring a name. We would check if nobody has it, we'll reserve you for reserve it for you for two months and then you can further extend it yes, to two more months and then after which you can extend it in you should be ready. Speaker 1 So if after that two months you are not able to come in for that name somebody else. Speaker 2 Can somebody else can take the name? Yes. Speaker 1 By you were you were explaining to me about the registration in terms of the sole proprietor, what does it also look like for partnerships and companies, two partners, everyone Ghana card and then also the team companies and how even different is the registration of partnership from company? Speaker 2 OK, great. Great question. So in partnership the their liabilities are not limited. Speaker 1 OK. Speaker 2 So if you you have any debts and what do you have in the conference is not enough to offset the debt, we can come for the individual properties of the partners. So we can come for your car, your property, your buildings and all that. So usually you will find the professionals registering partnership. So the law firms, the accounting firms, architectural firms, because you can, you can take the advice they give you and run with it. And should you fall into any problem, then because their liabilities are not limited, we can come for them, their, their personal properties to offset the, the, the liabilities. So when when you you want to register a partnership firm, you know it comes with some benefit. The tax people can go into it further. But because the liabilities are not limited, you should be mindful which one you would choose. With the limited liabilities. The liabilities are limited. So usually the accounting firms would opt for a partnership, their law firms, architectural firms. So usually you find the more professional you know organisations registering as partnership and unlimited like. Speaker 1 Wonderful. You had mentioned that if I want to do that, this kind of registration, I need to get a lawyer. Is it a separate lawyer or the office has lawyers that can help individuals go through this process? Speaker 2 OK. So you would usually, you know, contact a lawyer before you come to us. If you come to us and you're not sure which one you should register, we'll look at your peculiar situation. So somebody, you are not ready to hire the services of a company secretary. So the new act, you know, is very strong on good corporate governance. And if you want to register a limited liability company, for instance, you need a board in place. The the board, they have responsibilities. You need shareholders, you need a company secretary who ensure compliance. If a beginner comes to you and wants to register a business, obviously it's not a limited liability company that you would suggest to such a person or less maybe they are more and they can afford the services of a a company secretary and there's a board in place, they have shareholders and all that. So basically you find a lot of people status starting or beginning as sole proprietorship businesses and it's a grow and converting it to limited liability company. Speaker 1 All right. Thank you very much. Franco Pokudaco, Assistant Chief Company Inspector at the office of Registrar of Company. I'm still live here on the Honest series of the City Business Festival 2026 Me Latte Latte. We are taking a short break. When we come back, we'll talk about the cost and the practical steps in registering of business as well as the compliance. Bits of this whole registration process don't go away well, it's still a conversation about starting right business registration and compliance simplified here on the Honest series, all the City Business Festival 2026. I'm me latte, latte. Thank you for staying. Understanding the Costs and Capital Requirements for Business Registration My guest is Franco Poco, Daco, Assistant Chief Company Inspector at the office of the Registrar of Company. Frank, before we went on that week, we are talking about the procedure and the different forms of business structures that we have. Now, my basic understanding is that once I have my Ghana card and my team, which is a tax identification number, I can come to your office and then register. Now let's talk about the cost aspect of it. How much does it cost to register your business? Is it different looking at the different kinds of structures that we have and even the registration process, how is it like? Is it manual, is it digital, or a combination of both? Speaker 2 OK. So with the sole proprietorship with just one and 30 Ghana cities. Speaker 1 OK. Speaker 2 You can register your business, OK? Yes. Speaker 1 Do I have to pay manually or online? Speaker 2 So you you come to our office and then you pay. We had a pilot basis where there were a few people that had online access of registration and those ones can actually key everything online and pay online just for few. But ideally you need to walk into our offices and then you provide your details, you sign with your Ghana card and team and then you have our people input the data into the system and then you make payment we means. Speaker 1 You have branches. We have branches. Speaker 2 We have branches across the country. We have zonal offices, we have the Western region, we have, we have Sunyan, we have Tamali and then we have yes in Western region integrity, OK. Speaker 1 Yes. So it's more of manual registration if. Speaker 2 If that's what you want to. Speaker 1 OK, so I walk into your office. So proprietorship $130.00, is that the only? Speaker 2 Payment only. OK. So yeah, with the soap proprietorship it's only 130 cities and the limited by guarantee is 490. OK. With the limited liability companies, you pay 550 + 1%. Speaker 1 Duty 1% off. Speaker 2 Of the duty cap the stated capital you states that's all. If your capital is less 100,000 you pay 10,000 cities 1% plus the statutory fees. Speaker 1 Yes. What about limited by guarantee? Speaker 2 So 490. Speaker 1 490 OK, what about external companies? Because I know the JIPC recently made some revisions to the minimum capital requirement, which some was, you know, eliminated if you can. Speaker 2 Educate so that one has to do with the limited liability companies where there are foreigners who are shareholders. So then we we still use it though as, as the new act has been passed, a lot more has to be done before we we stop, you know, implementing that. So if it is wholly owned and they are in the service sector, the minimum capital should be 500,000 U.S. dollars US. Speaker 1 Dollars, yes. Speaker 2 And if there is a Ghanaian shareholder, the foreigners equity drops to $200,000. But if it is trading, no matter whether there's Ghanaian involvement or not, it's $1 million. Speaker 1 OK, I see. Step-by-Step Guide to the Practical Aspects of Business Registration And but we are doing away with this because of the new act, GIPC ACT, but. Speaker 1 But from how you've explained everything, what I glean from your conversation is that it's quite a simple process. Very friendly, isn't it it? Speaker 2 It it it is, but with the the easiest is a sole proprietorship. So most people tend to register the sole proprietorship. You know as against registering the limited liability with the. Speaker 1 Superpensors also have a minimum estated capital. Speaker 2 No, there's no minimum capacity so. Speaker 1 Even if it's one cigar can register, it can. Speaker 2 So you pay the statutory fee that's 1:30 and then that's it. You register your business, but with the limited liability because you need, you need a chartered accounting firm. I forgot to add that even with the guarantees, so you need a limit, a chartered accounting firm that will be auditing you after 18 years of first registration, you need to bring your audited account and then subsequently every year, otherwise you fall foul of the law. I'm sure we'll go into the compliance bit of indeed. Speaker 1 So my question with that have to do with the practical aspects of this whole registration. So when I walk to your office, how many forms am I going to fill? How many forms you have? If you can just. Speaker 2 Walk us through. Great. So with the SOAP proprietorship, is just one form OK from a? Speaker 1 From a that's for SOAP proprietorship from a OK, great. OK, so that's what I see here. OK, Registration of Business Names Act 1962. Speaker 2 1962. Speaker 1 1962 act 151 registration of business name soap proprietorship sections 2 and we have to fill all of. Speaker 2 This in block, so you provide us with the the business. So you give us three names, we check which one is available, then you put that that one down. OK, yes. Then then you tell us the nature of the business. Speaker 1 OK, so. Speaker 2 What the business does OK. Speaker 1 So I see legal utilities, tourism. Can one business fall in multiple countries? Speaker 2 OK, so provided your name is not restricted. OK, if your name is an open name, so it is not Franco computers, so then you've restricted yourself. But if it's an open name, something something ventures, you can do as many businesses as you want so that you take if it's it, but there are some you can only do 1. I don't see how a lot of firm can go into selling of spare parts or doing manufacturing and all that. Speaker 1 But are there limits as to the number I can? Speaker 2 Pick no, no, no, no as you can. You can do tourism, you can do oil and gas, you can do construction and others. So if what you are doing is not part of the things, you can just yes. And then you explain. You tell us what it is they were. Speaker 1 Doing then we come to see principal business activities. Select the international standard industrial classification code numbers are able to. Speaker 2 So, so if some people are able to search online what they are doing and get us the ISICO, if you don't, you don't, you are able to find it, come to our office, we'll get it for you. So the data entry clerk is able to get the the number and put it there put it there for you. Speaker 1 Then the next one is business address information. Speaker 2 Yes, so I'm sure. Speaker 1 Why leave your? Speaker 2 Digital address, digital address, place of the business, you give us a landmark. You know, Ghana, our addressing system is a bit problematic. So give us a landmark. Most people give us GPS address and I'm with the inspection compliance and inspection directory. We go around to inspect companies and all that. You realize that the GPS addresses that they give us, they are not correct. So if you give us a landmark and a billion pay and probably there's only ADB bank, I said near the ADB bank, it's easier to locate you or find where you are. Speaker 1 OK. Can we just move on and then see the other forms of information that will be required in terms of the registration? Speaker 2 So the postal address. Speaker 1 The postal address, we still use postal address in the country. Speaker 2 If you don't have you can use the the door to door OK. Speaker 1 Yes. How different is the principal place of business from the other place of business so. Speaker 2 Other place of business, you have the registered office or the main place of business and then there are other places that you do business. So you can be doing business in multiple places even in Accra or other regions. So if there are other places, you know that you have the business. Speaker 1 So Simply put, branches or branches simply OK, then your contact details are also required. Phone number one phone number to your fax and and what are you? Speaker 2 E-mail address of the company. So those ones in asterisk, they are compulsory. Essential Permits, MSME Classification, and Annual Business Renewal Process Looks like a lengthy, you know, form or yes but. Speaker 2 When you are filling it. Speaker 1 OK, alright, the. Speaker 2 Supervisorship is easy. Speaker 1 So then after you are done with the important data, then you come to the declaration, right? Speaker 2 Yes. So you give us your name, OK, you sign and then the date that you have. Speaker 1 So I also see business operating permits request, yes, What does it mean? Speaker 2 We, we, we used to require that you would get a business operating permit, but now you register before you go to your municipal assembly or district assembly to go and get work, a work permit, OK, But you register with us first. We're working together. You know, we, we, they had a place in our premises that, you know, you would immediately get the permit and then register, but now you just register and go to your municipal assembly and get the, the permits after. So you come to us first. But there's that collab that used to exist just like we have that working relationship with GRE also. I see. And then we used to even have Senate on our premises that you need to get Senate before you register and all of that. Speaker 1 So I get this form after I pay my 130 Ghana CDs. Speaker 2 Right. No, you fill it. Speaker 1 Before you. Speaker 2 Come the data entry clerk OK for you. The payment slip will be generated, then you make payment. Speaker 1 But I pick it up from your office. Speaker 2 If you can download it, it's on our website OK? Speaker 1 As well. So what was the website if you can just mention? Speaker 2 It www.orc.gov.gh. Speaker 1 OK. Speaker 2 Yes. Speaker 1 I see, I see important information here MSME classification. OK, So micro small, medium sized enterprises as we. Speaker 2 So that's one to five, you are micro A. Speaker 1 Micro business. Speaker 2 And then small 6 to 30 according to this data. And then medium 31 to 100 staff, permanent staff and then that's a 10 over, you know $25,000 and then between 25,000 and one to $1 million and then from $1 million up to 3 million turnover. Speaker 1 So is it in U.S. dollars or even the city equivalent? I see. But you. Speaker 2 Find most people understating when they come the turnover the they may they just did something very low. So I'm, I'm sure GI when you go to GRE to, you know, start paying tax, that's where they would actually. Speaker 1 Look at, I see so with this registration. Is it a one time of registration? Speaker 2 Or one time to one time, so every year then you will need to renew. Speaker 1 OK, alright, Frank, it's been amazing, but we are not done. We are going to have another leg of this particular conversation, but this has been the starting right business registration as well as compliance simplified episode of the Honest series with our friends from the office of the Registrar of Companies, Frank Upukuda, quiz assistant chief company Inspector, that particular office. I'm Neela Tilati, thank you so much. Mind you, the twenty 26th edition of the city Business festival is powered by 97.3 CTFM as well as Channel 1 television in partnership with Absa Bank. We are sponsored by MTN Zonata Ghana Limited as well as Petra Trust. Thank you so much for staying with us. We same time tomorrow.

Podcast Summary

Key Points:

  1. The Office of the Registrar of Companies (ORC) was established in 2019 under Act 992, replacing the Registrar General's Department for business and company registration.
  2. Three main business structures exist
  3. Registration for sole proprietorship costs 130 Ghana cedis and requires a Ghana Card and TIN; limited liability companies cost 550 cedis plus 1% duty on stated capital, plus a company secretary.
  4. The process involves name search and reservation (instant, can be reserved for two months, extendable), filling forms (e.g., Form A for sole proprietorship), and providing business details like GPS address and ISIC code.
  5. Foreign-owned limited liability companies have minimum capital requirements
  6. Compliance includes annual audited accounts for limited liability companies (starting 18 months after registration) and adherence to corporate governance rules.

Summary:

The transcription discusses business registration and compliance in Ghana, focusing on the Office of the Registrar of Companies (ORC). Established in 2019 under Act 992, the ORC replaced the Registrar General's Department for registering businesses and companies. Three main business structures are outlined: sole proprietorship (one-man business with unlimited liability), partnership (unlimited liability, common for law and accounting firms), and companies (limited liability, including limited by shares, limited by guarantee for NGOs, and external companies for foreign branches).

Registration costs vary: 130 cedis for sole proprietorship, 490 cedis for limited by guarantee, and 550 cedis plus 1% duty on stated capital for limited liability companies. Foreign-owned companies have minimum capital requirements set by GIPC, such as $500,000 for wholly foreign-owned service firms. The process involves name search and reservation (instant, reservable for two months), filling forms like Form A for sole proprietorship, and providing details like Ghana Card, TIN, GPS address, and ISIC code.

Compliance includes annual audited accounts for limited liability companies and corporate governance rules. The ORC has branches nationwide, and registration is mostly manual, though online options are emerging for some users. The speaker emphasizes starting with sole proprietorship for simplicity and later converting to a limited liability company as the business grows.

FAQs

The ORC was created in 2019 under Act 992 to focus solely on registering and regulating businesses and companies, while the Registrar General's Department continues to handle marriages, estates, and other functions. This decoupling aimed to streamline business formalization.

In a partnership, partners have unlimited liability, meaning personal assets like cars or property can be used to settle business debts. In a limited liability company, shareholders' liabilities are limited to their contributions, protecting personal assets.

A name reservation lasts for two months and can be extended for another two months. If not used within that period, someone else can take the name.

You need a Ghana Card and a Tax Identification Number (TIN). If you don't have a TIN, one can be issued on the premises by a GRA officer. You also need personal details, the business's GPS address, and postal address.

Partnerships have unlimited liability, meaning creditors can go after partners' personal assets if the business fails. This is seen as a check on professionals, as clients can seek recourse if they suffer losses from bad advice.

Providing a landmark along with the GPS address is recommended because many GPS addresses are incorrect. The ORC's inspection team uses landmarks to locate businesses for compliance checks.

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