President Nana Addo Dankwa Akufo-Addo has said the fight against corruption in Ghana has been given a further boost by the establishment of the Office of Registrar of Companies (ORC), and the appointment of a Registrar in fulfilment of sections 351 and 363 of the Companies Act (2019) Act 992.

Addressing attendees of a ceremony to launch the Office of Registrar of Companies in Accra on Friday (22 July 2022), President Akufo-Addo said the setting up of the ORC will contribute a great deal to efforts by the country, aimed at stopping corrupt practices carried out through the formation of fake companies.

He said, “the passage of the Ghana Companies Act (2019) Act 992, in May 2019, made provision for the establishment of this new statutory entity which separated the office of the registrar of companies from the Registrar Generals Department and which has been entrusted with the important function of taking up solely the duties of company and business registration and advisory services.”

“The office of the registrar of companies will become a viable partner of government in the effort to root out corruption.”

“The phenomenon of the creation of shell companies and opaque financial systems that provide an opportunity for the laundering and concealment of illicit wealth is being curtailed dramatically by the enactment of 992,” President Akufo-Addo said.

“The duty to provide particulars of beneficial owners under section 13 of Act 992, together with other provisions, provide a strong tool to aiding the fight against corruption, money laundering and thus, ultimately, boost investor confidence in the Ghanaian economy” he added.

The Act

The Companies Act (2019) Act 992, states in section 351 (1); “There is established by this Act, the Office of the Registrar of Companies as a body corporate with perpetual succession.”

(2) “The Office of the Registrar of Companies may, for the performance of the functions under this Act, acquire and hold property and enter into a contract or any other transaction.”

(3) “Where there is a hindrance to the acquisition of immovable property, the property may be acquired for the Office of the Registrar of Companies under the State Lands Act, 1962 (Act 125) and the cost shall be borne by the Office of the Registrar of Companies” and sub-section (4) states that; “The Registrar shall have a seal which shall bear the words “Registrar of Companies, Ghana”.

On the appointment of a Registrar, section 362 (1) states as follows; “The President shall in accordance with article 195 of the Constitution appoint a person other than the Registrar General as the Registrar of Companies to perform the functions vested by or under this Act or any other enactment.

(2) The Registrar of Companies shall hold office on the term and conditions specified in the letter of appointment of the Registrar.

Reforming company law

The Attorney General, Godfred Yeboah Dame, in his address, traced the 20-year path that the passage of a new Companies Act, has had to travel before same was passed.

According to him, the official launch of the ORC “is the culmination of twenty years of work towards reforming the text and practice of company law in Ghana, which have been superintended by successive Attorneys-General”.

“The first steps were taken in 2002, when the vision of the then Attorney-General, a certain Nana Addo Dankwa Akufo-Addo, now President of Ghana, gave birth to the formation of the Business Law Reform Committee.”

“The mandate of the Business Law Reform Committee set up by you, Mr President during your tenure as the Attorney-General, was to research into aspects of the law regulating business in Ghana which required urgent reform,” Dame said.

“One law that the Business Law Reform Committee recommended for urgent reform was the old Companies Act, 1963 (Act 179). To give effect to the recommendations of the Business Law Reform Committee, the next Attorney-General, Papa Owusu-Ankomah commissioned the late Justice VCRAC Crabbe to draft a new Companies Bill.”

“Incidentally, Justice Crabbe had in the early 1960s served as Secretary to Prof Gower who drafted the old Companies Act. Perhaps, as a result of the romantic entanglement Justice Crabbe had with the work of Gower, the draft Bill presented by him bore a close resemblance to Act 179 and was therefore considered to be not far-reaching enough, even though it contained some important recommendations which are incorporated into the current Act 992.”

“The next Attorney-General, Ayikoi Otoo, in 2006, thus set up another committee chaired by his deputy, Joe Ghartey, to review the state of Company Law in Ghana and make proposals for his consideration.”

Dame further noted; “When Joe Ghartey assumed the mantle as Attorney-General, he dissolved his own committee and set up a Committee of Experts on Business Law Reform chaired by His Lordship Justice Prof. Samuel Kofi Date-Bah.”

“Fortunately, the mandate of the Date-Bah Committee was renewed by the next Attorney-General, Betty Mould Iddrisu who expanded the membership of the Committee from five (5) to nine (9). This Committee’s work concluded in the drafting of the Companies Act, 2019 (Act 992), which was eventually assented to by the President on 2nd August 2019.”

“Indeed, it can only be by the design of God Almighty that the launch of this historic moment in the life of company law in Ghana is being done by the same man, who way back in 2002, had sown the seed for its commencement, Nana Addo Dankwa Akufo-Addo in his previous life as Attorney-General and Minister for Justice. To God be the glory,” he said.

Jemima Oware

RGD remains

The Attorney General, in his speech, pointed out that “the establishment of the Office of the Registrar of Companies does not imply an extinction of the old Registrar-General’s Department.”

“The old Registrar-General’s Department set up under the Civil Service (Structure) Regulations, 1961 (L.I. 139)”, the AG says “continues to exist but will only oversee the registration of industrial property rights, registration of marriages, administration of estates and public trusts.”

“For the benefit of the litigating lawyer, it is also necessary to point out that, all proceedings relating to the establishment or regulation of companies taken by or against the old Registrar-General may be continued by or against the new Office of the Registrar,” Dame stated.

“Further, a contract relating to the establishment and regulation of companies subsisting between the former Registrar-General’s Department and another person and in effect before the commencement of Act 992, shall subsist between the new Office of the Registrar and that other person” he added.

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