Extraordinary General Meeting Notice in Ghana (2026): When to Call One and How

What an EGM is — and what it is not

An extraordinary general meeting is any general meeting of members that is not the annual general meeting. The AGM covers routine business — approving accounts, re-electing directors, fixing auditor remuneration. Every other matter that requires a member vote sits outside that scope and needs its own convened meeting.

The Companies Act 2019 replaced the Companies Act 1963 (Act 179) and modernised the rules around meetings and resolutions. Most private companies incorporated after 2020 operate under Act 992 exclusively. Older companies that have not yet updated their constitutions may still have legacy provisions, but Act 992 sets the floor — any constitution that grants members fewer rights than the statute is unenforceable on those points.

The five situations that require an EGM

1. Removing a director before the expiry of their term

Section 176 of Act 992 permits members to remove a director by ordinary resolution at a general meeting, despite anything in the company's constitution or any agreement with the director. The process is not straightforward. Under Section 177, the member proposing removal must give the company written notice — special notice — at least 28 days before the meeting. The company then notifies all members. The director has the right to make written representations, which the company must circulate. All of this takes time, so planning is essential. Waiting until the AGM is rarely practical; a dedicated EGM is the cleanest route.

2. Passing a special resolution

A special resolution requires at least 75% of votes cast. Act 992 lists matters that must be approved by special resolution: altering the company's constitution, changing the company's name, re-registering from one company type to another, and approving certain transactions above a material threshold. If the matter cannot wait until the next AGM, an EGM must be called. The notice for a special resolution must state that the resolution is intended to be proposed as a special resolution — this is a formal requirement, not a formality that can be cured later.

3. Urgent capital increases or share issuances

Act 992 sets out the rules for issuing new shares and raising stated capital. Where a company needs to raise capital quickly — a rights issue, a private placement, or issuing shares in satisfaction of a debt — and the board has no existing authority to issue, or has exhausted that authority, an EGM is needed to grant fresh authority. Delay has commercial cost; defective process has legal cost. Getting the notice right the first time matters.

4. Ratifying a major or interested transaction

Act 992 requires member approval for major transactions — those involving assets or liabilities exceeding 75% of the company's total assets (Section 145). Separately, directors with interests in contracts must disclose those interests and, in some cases, obtain board or member approval under sections 192 to 196. Where the board has already acted — sometimes unavoidably in a fast-moving deal — member ratification through an EGM regularises the position. Ratification must happen before the transaction is completed where possible; after the fact it is still available but the legal risk window has already opened.

5. Responding to a member requisition

Section 299 of Act 992 gives members of a private company the right to requisition an EGM — either two or more members acting together, or a single member holding at least 10% of the company's shares. The requisition must state the objects of the meeting, be signed by the requisitioning members, and be deposited at the registered office. Once received, the board has 28 days to call the meeting. If the directors fail to act within that period, the requisitioning members may convene the meeting themselves and recover reasonable costs from the company.

The 21-day notice rule

Act 992 requires that notice of a general meeting — AGM or EGM — be given at least 21 days before the meeting. This is a minimum, not a target. The 21 days run from the date notice is sent, not the date of the meeting.

The notice must include:

• The date, time, and place of the meeting
• The general nature of the business to be transacted
• For any special resolution, the text of the proposed resolution
• The right of members to appoint a proxy

Shorter notice is permitted only if all members entitled to attend and vote agree in writing. In practice this is workable for small private companies with a handful of shareholders, but it requires unanimous consent — one holdout member defeats the shortening.

Quorum requirements

Act 992 sets the default quorum for a general meeting at two members present in person or by proxy. Most company constitutions specify a higher quorum — commonly a percentage of the issued share capital rather than a head count. The constitution governs where it sets a higher threshold; the Act governs where the constitution is silent or sets a lower one.

If a quorum is not present within 30 minutes of the scheduled start time, the meeting is adjourned. For a requisitioned EGM, if no quorum is present at the adjourned meeting, the requisitioning members who turned up constitute the quorum — a deliberate protection against directors frustrating a requisition by organising a walkout.

Written resolutions: the alternative to an EGM

Private companies under Act 992 may pass ordinary and special resolutions by written procedure without holding a meeting, provided the constitution does not prohibit it. A written resolution requires the agreement of the same proportion of members as a meeting vote would require — 75% for a special resolution, a simple majority for an ordinary resolution.

The written resolution route works well for administrative approvals: extending director authority, approving a loan to a connected party within the Act's thresholds, or adopting a subsidiary's dividend. It does not work for removing a director, because the director has a statutory right to speak at a meeting before that vote is taken. Written resolutions also require a formal circulation process — all members must receive the proposed resolution, and any dissenting member's failure to respond within the stated period counts as abstention, not rejection.

Consequences of a defective notice

A meeting held on defective notice carries risk at three levels.

First, any resolution passed is voidable. A member who did not receive proper notice, or who received short notice without consenting to it, may apply to the court to have the resolution set aside. Under Act 992 the court has discretion — it will not automatically void a resolution if the defect was technical and no member was materially prejudiced — but that discretion cuts both ways. Expensive litigation to defend a resolution that should have been passed correctly is avoidable.

Second, directors who convene a meeting on defective notice may face personal liability if the resolution is challenged and the company suffers loss as a result. This is a real risk where a special resolution was needed to authorise a major transaction.

Third, the Registrar General's Department may refuse to accept filings that depend on resolutions passed at a defectively constituted meeting — for example, a change of company name or a reduction of share capital. That can delay transactions and trigger penalties.

Drafting the notice: what to get right

The notice document itself should identify the company, state the registered office, and confirm that the meeting is an EGM (not an AGM). Each item of business must be described with enough specificity that a member can decide whether to attend or appoint a proxy. Bare agenda items such as "any other business" are insufficient for an EGM because, unlike an AGM, every item is special business under Act 992.

For companies that need a ready-to-use starting point, forms-legal.com provides a free extraordinary general meeting notice for Ghana built around the Act 992 requirements, with fields for requisition scenarios, special resolution text, and proxy appointments.

Practical checklist before you send the notice

• Confirm that the matter genuinely requires a general meeting vote (not a board resolution or written resolution)
• Check the company constitution for any higher quorum or notice period requirements
• If it is a special resolution, confirm the resolution text is accurate and complete before the notice goes out — amending the text after notice is issued typically requires re-serving
• If it is a removal of director, confirm that the special-notice procedure (28 days before the meeting) has been correctly followed before the EGM notice goes out
• Record the date notice was sent, not just the date of the meeting, for your legal file
• Confirm that the method of service — email, post, hand delivery — is permitted by the constitution and Act 992

The Companies Act 2019 is more member-protective than its predecessor. A company secretary or board that treats EGM notices as administrative housekeeping rather than a legal obligation runs a meaningful risk of having its decisions unpicked.