Which legal structure can I choose?

There are 6 legal forms for companies in Ghana: Sole-proprietorship, Incorporated Partnership, Company Limited by Shares, Company Limited by Guarantee, Company Unlimited by Shares, and External Company.

To ensure easy identification of the actual legal form of a registered company, companies will be required to add the following suffixes as identifiers;

• Private Company limited by shares shall be Limited Company or “LTD”
• Public Company limited by shares shall be Public Limited Company of “PLC”
• Company Limited by Guarantee shall be Limited by Guarantee or “LBG”
• Public Company Unlimited by Shares shall be Public Unlimited Company or “PUC”
• Private Company Unlimited by Shares shall be Private Unlimited Company or “PRUC”

This would ensure that third parties and stakeholders would have clarity on the legal form of the company with which they are dealing.

Sole-proprietorship

• Unincorporated business usually run by 1 person who has unlimited liability
• The business can be carried out under the individual’s name or trade name
• Trade name must be registered with the Registrar-General’s Department and must be renewed annually

Incorporated Partnership

• Carried out by two or more persons (max. 20 individuals)
• The members of a partnership are “partners” and the terms and conditions of their relationship must be documented in a partnership agreement

Company Limited by Shares (Public/Private)

• At least two individuals acting as directors of the company and at least one person (company or individual) acting as a shareholder
• For profit

Company Limited by Guarantee

• Exempted from corporate tax (although the organisation will have to pay income tax on behalf of any its salaried employees)
• Not-For-Profit

Company Unlimited by Shares (Public/Private)

• At least two individuals acting as directors of the company and at least one person (company or individual) acting as a shareholder
• Typically used for entities that give professional advice and services, i.e. law firms

External Company

• Incorporated outside of Ghana which seeks to register a place of business in Ghana
• Despite subjected to Ghanaian tax laws (income & corporate tax), it is regulated by the laws of the original country.

How do I set up a company in Ghana?

All companies that are limited by liability have the obligation to fill out the relevant Application Form which serves as the Company’s Regulations. For more details, see Registrar-General’s Department

Below is a quick summary of steps of setting up a company in Ghana, provided by Doing Business of Word Bank:

1. Obtain a Tax Identification Number, at the Registrar-General's Department (RGD);
2. Check for availability of company name and submit company documents to obtain Business Operation Permit (BOP) and incorporation certificates;
3. A Commissioner of Oaths authenticates forms required for the certificate to commence business;
4. Obtain from the Registrar-General Department the certificate to commence business, the certificate of incorporation and temporary Business Operating Permit (BOP) certificates;
5. Receive Inspection of work premises by the Metropolitan Authority;
6. Obtain final business operating permit upon payment, at Metropolitan Authority;
7. Deposit paid-in capital in a bank account
8. Apply for social security, at Social Security and National Insurance Trust Office

Useful Links

• Companies Act, 2019