Introduction
Most companies in Ghana focus on obtaining the necessary licenses and permits from the relevant government authorities. In the process of ensuring regulatory compliance, a number of companies forget the required registers needed in place as per the Companies Act 2019 (Act 992).
Registers
The Companies Act 2019 requires companies registered in Ghana to maintain the following registers:
- Register of Directors: This register contains the names, addresses, nationalities and occupations of all directors of the company.
- Register of Members: This register lists, among other details, the names and addresses of all shareholders of the company, the number of shares and the amount paid for the shares.
- Register of Debentures: This register records the names and addresses of all holders of debentures issued by the company.
- Register of Particulars of Charges: This register is used to record all charges created against the company’s assets.
- Branch Register – This is a duplicate Register of shareholders, debenture holders or beneficial owners kept in any other country outside of Ghana.
- Register of Holdings of Directors – This Register contains details of the number of shares and debentures (if any) a director has or has an interest in, either directly or indirectly, in the company or in an associated company.
- Interests Register – This Register contains details of the nature and extent of the interest any director of the company may have in a proposed contract the company intends to enter into.
Mandatory and Optional Registers
It must be noted that not all the registers listed above are mandatory. While there is a mandatory requirement to keep some registers, others can be dispensed with.
The table below shows the list of Registers that are mandatory and optional:
| MANDATORY REGISTERS | OPTIONAL REGISTERS |
| Register of Members | Interests Register (Members can waive the requirement to keep this Register if the members by ordinary resolution so determine) |
| Register of Directors and Company Secretary | Branch Register (Only mandatory if the Constitution provides that a Branch register shall be maintained). |
| Register of Debentures (Must be maintained where the company has issued debentures) | |
| Register of Particulars of Charge (Must be kept where a charge is created over company property) | |
| Register of Holdings of Directors (Must be kept where the director holds any debentures or shares in the company or beneficial interests or a right to acquire) |
Penalties for Non-Compliance
There are penalties imposed on companies which fail to keep the mandatory Registers. The Register of Members, section 35(15) of Act 992, states, where a company defaults in complying, the company and every officer of the company that is in default is liable to pay to the Registrar of Companies “an administrative penalty of 25 penalty units for each day during which the default continues”. Currently, a penalty unit is equivalent to GHS12.
