As its former name, ie companies code, indicates, it codifies and is indeed the primary source of company law in ghana. Ghanas new companies act 2019 passed, this is what to expect. Taking institutions act, 2016 act 930 extend the powers of the bank of ghana to consider the fitness and propriety of key management personnel and significant shareholders of applicants of financial holding companies. Fda partnered with the following key stakeholder institutions. Common mistakes in company formation ntrakwah ghanaian law. A company which is incorporated for a purpose other than carrying on a business and making profits. Part i the bank of ghana, its objects and shares continued legal existence of bank of ghana 1.
Section 7saving of equity and common law the rules of equity and of common law applicable to companies shall continue in force except so far as they are inconsistent with the provisions of this code. A guide to directors responsibilities under the companies. Programmes offered and admission requirements 1012 5. The new companies act, 2019 act 992 of ghana was passed into law by parliament and assented to by the president in august 2019. Finance department, university of mines and technology, tarkwa, p. The key ingredient to realising this goal is education. Companies act, 2019 act 992 ghana business regulatory. Salomans case established beyond doubt that in law a registered company is an. Ghana legal system an overview sturm college of law. Ghana school of law students facilities and societies 67 3. An overview 2 common law, equity and statute law 23 custom 25 case law 26 nature of equity 32 application of principles of equity 34.
Methodist book depot, jan 1, 1998 corporation law 174 pages. Comparisons global practice guides chambers and partners. Reform of company law in ghana the government of ghana, by gazette notice no. Law governing foreign limited liability partnerships. Ghana s once much lauded companies code, 1963 act 179 is now in need of updating, as a result principally of the changing dynamics of ghana s emerging free market economy. Ghana shares its border in the north with the republic of burkina faso, in the east with the republic of togo, and in the west with the republic of. Minerals and mining policy of ghana ensuring mining. Complete the form and submit it to any of the following agencies o registrar generals department. Section 391 section 93 of the companies code all pages. Act of the parliament of the republic of ghana entitled securities industry act, 2016 an act to revise and consolidate the securities industry act, 1993 p.
A partnership is created by the express or implied agreement of the parties, and requires no. Ghanas new companies act 2019 passed, this is what to. The companies act, 2019 act 992 has been in the works since 2018 and replaces the companies. Hsbc bank plc johannesburg branch and standard chartered bank, the second and third respondents, issued a retention bond and a performance bond on behalf of. Reforming company law in ghana justice sk datebah i. A company is resident if it is incorporated under the companies act, 1963 act 179. Group five, a south african construction engineering company, was hired by the ghanaian energy company, cenpower to construct a 340 mw ipp at kpone in the greater accra region of ghana. Companies act of ghana legal documents constitutional law.
Hi fellow law students, here i am sharing lecture notes in ebook format pdf for the subject company law for llb and ba. Directors duties under the 2019 companies act of ghana. After almost six decades in use, ghana s companies act of 1963 will finally be replaced with the new companies act, 2019 which awaits presidential assent. Pdf directors duties under the 2019 ghanaian companies act. Jul 06, 2020 the new companies act, 2019 act 992 of ghana was passed into law by parliament and assented to by the president in august 2019. This paper measures the trajectory of the regulation of directors duties under ghanaian company law from the companies act, 1963 act 179 to the companies act, 2019 act 992. Government print department, 1963 corporation law 311 pages.
Distribution of power between board of directors and. Scribd is the worlds largest social reading and publishing site. Ghana icag new companies must prepare accounts within 18months accounting update the companies act 2019 act 992 and its financial reporting implications march 2020 section key highlights a new companies act, 2019 act 992 was assented by the president on 2nd august 2019 to replace act 1963. Akwele bossman as one of the most brilliant company law students of the prestigious university of ghana business school. Sep 24, 2019 on friday 2nd august 2019, president akuffoaddo, gave his assent to the new companies act, act 992, replacing the old companies act of 1963.
By act 179, upon incorporation the company acquires all the powers of a natural person of full capacity unless restrictions are imposed by the regulations. Gold is the predominant mineral produced in the country accounting for over 90% of. Cooperative apart from sole proprietorships, the law requires every other form of business. If the beneficial owner is a company which holds directly at least 10% of the capital of the company paying the dividend. All you need to know about the new companies act article. Companies code, 1963 act 179 report of the commission of enquiry into the working and administration of company law in ghana 1961 gowers report paul davies, gowers principles of company law 6th edition robert r. Mensabonsu the general part of criminal law a ghanaian casebook vol 1 criminal law series henrietta mensabonsu. Geography the republic of ghana, commonly known as ghana, is located in west africa, with a 539 km coastline on the gulf of guinea. Companies are governed by the provisions of the companies act, 2019 act 992. Passed by parliament and assented to by the president. Company law in ghana recent developments on 2 august 2019, the president of the republic of ghana nana addo dankwaakufoaddo announced that the long awaited ghana companies act, 2019 had been assented into substantive law. The scope of directors duties forms perhaps the most important part of corporate governance. One can just adopt schedules 2, 3 or 4 of act 992 which represents the constitution for a private company limited by shares, a public company. The applicants were creditors of the company which.
The companies act 2019 act 992 and its financial reporting. This paper measures the trajectory of the regulation of directors duties under ghanaian company law from the companies act, 1963 act 179. This notion of enforceability is central to contract. Directors duties under the 2019 companies act of ghana kenneth. Jul 31, 2018 ghana s companies act 1963, act 179 draws a distinction between nature of business and power. Business incorporation in ghana under the new companies act.
Act 791 ghana revenue authority act, 2009 4 where there is a hindrance to the acquisition of property, the property may be acquired for the authority under the state property and contracts act, 1960 c. In the narrow and strict sense which limits company law to the substantive law and procedures relating to the company, the student of the company law covers the following. Pursuant to section 24 of the companies code, 1963 act 179 the. Short title this act may be cited as the companies amendment act, 2019. The law simply requires that one 1 of the directors must be ordinarily resident in ghana. Ghana has a new companies act the companies act 2019 act. Ghana at the 2016 london anticorruption summit was one of the five subsaharan countries that made anticorruption commitments, these include setting up a public company register and providing both domestic and foreign law enforcement bodies full and effective access to beneficial ownership information. This paper considers the trajectory of the regulation of directors duties under ghanaian company law from the companies act, 1963 act 179. Companies act, which was regarded even in 1907 as obsolete and. Ghana companies code 1963 act 179 free ebooks ghana companies code 1963 act 179 pdf epub companies act 1963 act 179 companies act 1963 act 179 section 1commencement spent. On 2 august 2019, the president of the republic of ghana nana addo dankwaakufoaddo announced that the long awaited ghana companies act, 2019 had been assented into substantive law. Company law article index company law commencement of business. Provided that where a company or body corporate, which is a holding company or a subsidiary or associate company of a.
In section 2 of the companies act, 20 hereinafter referred to as the principal act, in clause 41, a for the first proviso, the following provisos shall be substituted, namely. There is therefore enough compelling evidence that, the legal personality of a company is trite law in ghana. The guide also contains a comprehensive table, at appendix 1, of the statutory duties for breach of which directors may be criminally liable under the act, together with a. Company law theory explains why it should be otherwise. To achieve this longterm goal, it is important to build the capacities of all public office holders and to have wellinformed citizens. Section 606 of the banks and specialised deposittaking. The companies act the act is the first pillar of company law in ghana. In deciding matters that come up for adjudication, the courts interpret and apply the companies act and set. At least one director of the company shall at all times be resident in ghana. In this code, unless the context otherwise requires, the expressions defined in the ghana companies code, 1963. By act 179, upon incorporation the company acquires all the.
If the company paying the amount is a resident of ghana. Stitution which is the basic law of the land guarantees an. Murray pickering in his article, the separate existence of a company has also argued forcefully that the evolution of the company as a separate legal entity is one of the law s greatest contributions to business and commerce. Companies code, 1963 act 179 report of the commission of enquiry into the working and administration of company law in ghana 1961 gowers report. The companies act, 2019 has been in the works since 2018 and replaces the companies act, 1963 act 179. The new companies act, act 992 is expected to reform company practice in ghana. Pursuant to section 18 of this act, a company has the powers of a natural person of. The companies act, 2019 has been in the works since 2018 and replaces the companies. Ghana s companies act, formerly the companies code, 1963 act 179 the code, deals with both the business company which seeks to make profit and the nonprofit company. In southern rhodesia the relevant act is the companies act. The companies act, 2019 act 992 has been in the works since 2018 and replaces the companies act, 1963 act 179.
A company thus has legal rights and obligations in the same way that a natural person does. Energy laws and regulations ghana laws and regulations. Companies and partnerships compared a a company can be created only by certain prescribed methods most commonly by registration under the companies act 1985. On friday 2nd august 2019, president nana akuffoaddo, gave his assent to the new companies act, act 992, replacing the old companies act of 1963. Aug 02, 2019 company law in ghana recent developments. Secondly, in the new companies act 2019, every company should have at least two 2 directors. Gower of the university of london as sole commissioner, to enquire into the. Foreword one of the goals of the friedrichebertstiftung is to consolidate democracy in ghana. Serious fraud office act 1993 act 466 date of assent. Ghana food and agricultural import regulations and. Ghana gets new companies act after a long wait graphic online. At a very high level, the new act seeks to introduce improved corporate governance standards for companies operating in ghana. Fda leads the development of ghanas food safety policy.
Liefmann, 1909, 1920 originating in the gilded age twain and warner, 187311 and later to the managerial corporation. Critics might also suggest that the relatively little change to and the long life of act 179 may be indicative of a very slow development of ghanaian company law. Effect of act on company that has lodged a registered constitution. Ghana has a new companies act the companies act 2019. All the directors must not necessarily be resident in ghana. Our companies code, 1963 act 179 later to be known as an act, pursuant to the laws of ghana revised edition act, 1988 act 562 has inspired reform in other commonwealth jurisdictions and gowers report has. Additional corporate body acting as subscriber form company with shares additional director form company with shares holding in trust for minors form company with shares additional subscriber individual form company with shares form 26 a consent to act as a director. Ghanas companies act 1963, act 179 draws a distinction between nature of business and power. A mastery of the three pillars of company law in ghana is essential. The decision by the faculty of law of the university of ghana to publish these essays was in response to the announcement by the judicial service to commemorate the centenary of the creation of the supreme. Effect of failure to have statement of foreign qualification. Directors duties under the 2019 ghanaian companies act by.
622 1576 533 450 710 1307 496 1061 752 152 96 1028 366 1082 623 1520 627 1155 998 1563 342 310 575 1263 519 1149 918 170 335 635 1236 1528 1519 758 284 10 904 189 1454