Extraordinary General Meeting Notice (Ghana)

An Extraordinary General Meeting Notice in Ghana gives formal notice of the sender's position or demand and the action required of the recipient.

Section 149 of the Companies Act, 2019 (Act 992) requires the board of directors of a Ghanaian company to convene a general meeting upon the written requisition of members holding not less than one-tenth of the total voting rights of all members entitled to vote at the meeting. The board must, within 21 days of receiving the requisition, convene a meeting to be held within 28 days after the date of the notice. If the board fails to convene the meeting within the prescribed period, the requisitioning members may themselves convene the meeting. The Office of the Registrar of Companies (ORC) — now also referred to as the Registrar General's Department (RGD) in its corporate registry function — maintains records of companies and their registered offices where notices are served.

The Companies Act, 2019 (Act 992), which repealed and replaced the Companies Act, 1963 (Act 179), introduced several procedural improvements to Ghana's corporate governance framework, including provisions for electronic notice, electronic voting, and virtual general meetings under Part VII of Act 992. The Securities and Exchange Commission (SEC Ghana) may impose additional requirements for convening EGMs of listed companies on the Ghana Stock Exchange (GSE) under the Securities Industry Act, 2016 (Act 929).

An Extraordinary General Meeting Notice in Ghana must be distinguished from an Annual General Meeting (AGM) Notice, which is issued pursuant to the mandatory annual meeting requirement under Section 143 of the Companies Act, 2019 (Act 992), and from a Board Meeting Notice, which convenes a meeting of directors under the company's constitution and Act 992, not a meeting of shareholders. EGMs are typically called to approve special resolutions — such as amendments to the company's constitution, approval of a major transaction, a reduction of share capital, or a change of name — which require a 75% majority of votes cast under Section 159 of Act 992.

For listed companies on the Ghana Stock Exchange (GSE), the GSE Listing Rules published by the Ghana Stock Exchange require additional disclosure obligations in connection with EGM notices, including the release of an explanatory circular to shareholders and the submission of notice documents to the Securities and Exchange Commission (SEC Ghana) before despatch to members.

The legal framework governing the Extraordinary General Meeting Notice (Ghana) in Ghana draws on several key statutes and regulatory bodies. Under the Companies Act 2019 (Act 992), the Registrar General's Department (RGD) maintains the register of Ghanaian companies. Section 7 of the Companies Act 2019 governs company incorporation. The Ghana Revenue Authority (GRA) administers corporate tax under the Income Tax Act 2015 (Act 896). The Commercial Division of the High Court in Accra adjudicates business disputes. The Ghana Investment Promotion Centre (GIPC) regulates foreign investment under the GIPC Act 2013 (Act 865). Parties executing a Extraordinary General Meeting Notice (Ghana) in Ghana should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2019 (Act 992) sets the foundational requirements.

An Extraordinary General Meeting Notice in Ghana is required in the following circumstances.

An EGM Notice is required when the board of directors of a Ghanaian company incorporated under the Companies Act, 2019 (Act 992) needs to obtain shareholder approval for a transaction or corporate action that cannot wait until the next Annual General Meeting (AGM). Common triggering events include approval of a merger or acquisition under the Competition Act, 2024 (Act 1109) or the Companies Act, 2019, issuance of new share capital, approval of a major asset disposal, or removal and appointment of directors.

An EGM Notice is required when shareholders holding at least one-tenth of the total voting rights in a Ghanaian company serve a written requisition on the board of directors under Section 149 of the Companies Act, 2019 (Act 992), demanding that a general meeting be convened to consider resolutions specified in the requisition. The board must comply within the statutory timeframe or the requisitioning members acquire the right to convene the meeting themselves.

An EGM Notice is needed when a Ghanaian company wishes to pass a special resolution — requiring a 75% majority under Section 159 of Act 992 — such as amending the company's constitution, changing the company's name with the approval of the Registrar General's Department (RGD), or re-registering from a private company to a public company or vice versa.

An EGM Notice is required when a company listed on the Ghana Stock Exchange (GSE) needs to obtain member approval for a transaction or matter that the GSE Listing Rules or the Securities Industry Act, 2016 (Act 929) require to be put to shareholders at a general meeting, separate from the AGM.

An EGM Notice is needed when the company's auditors or the board identify a financial matter — such as a going-concern qualification in the audited accounts or the need to approve an emergency rights issue — that requires immediate shareholder awareness and approval outside the AGM cycle.

Parties in Ghana should prepare a Extraordinary General Meeting Notice (Ghana) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Companies Act 2019 (Act 992), the Registrar General's Department (RGD) maintains the register of Ghanaian companies. Section 7 of the Companies Act 2019 governs company incorporation. The Ghana Revenue Authority (GRA) administers corporate tax under the Income Tax Act 2015 (Act 896). The Commercial Division of the High Court in Accra adjudicates business disputes. The Ghana Investment Promotion Centre (GIPC) regulates foreign investment under the GIPC Act 2013 (Act 865). Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

A valid Extraordinary General Meeting Notice in Ghana under the Companies Act, 2019 (Act 992) must contain the following essential elements.

Company Identification: Full registered name of the company, company registration number issued by the Registrar General's Department (RGD), and registered office address. For listed companies, the Ghana Stock Exchange (GSE) ticker symbol should also be included.

Meeting Details: The date, time, and venue of the EGM. Section 154 of the Companies Act, 2019 (Act 992) permits virtual or hybrid meetings where the company's constitution allows. For physical meetings, the venue must be accessible to shareholders across the relevant region — commonly Accra or Kumasi for most Ghanaian companies.

Notice Period: The minimum notice period for an EGM under Section 151 of the Companies Act, 2019 (Act 992) is 21 days for a special resolution and 14 days for an ordinary resolution, unless the company's constitution prescribes a longer period or a shorter period is agreed by the requisite majority of members. The notice period is calculated from the date of service of the notice on members.

Agenda and Resolutions: A clear statement of the business to be transacted at the EGM, including the full text of any proposed resolution. Ordinary resolutions require a simple majority; special resolutions require a 75% majority under Section 159 of Act 992. The notice must identify whether each resolution is ordinary or special.

Quorum: The quorum required for the EGM to proceed, as specified in the company's constitution and consistent with Section 155 of the Companies Act, 2019 (Act 992). If a quorum is not present within 30 minutes of the scheduled start time, the meeting is adjourned.

Proxy Instructions: Information on the right of members to appoint a proxy under Section 162 of Act 992, including the deadline for submitting proxy forms (typically not less than 48 hours before the meeting) and the address to which proxy forms must be submitted. The forms-legal.com EGM Notice template includes all mandatory disclosures required under Part VII of the Companies Act, 2019 (Act 992) for both private and public Ghanaian companies.

Authorised Signature: Signature of the company secretary or a director authorised by the board, together with the date of issue of the notice. The board resolution authorising the EGM should be retained in the company's minute book at its registered office.

Additional compliance elements for a Extraordinary General Meeting Notice (Ghana) used in Ghana include: Under the Companies Act 2019 (Act 992), the Registrar General's Department (RGD) maintains the register of Ghanaian companies. Section 7 of the Companies Act 2019 governs company incorporation. The Ghana Revenue Authority (GRA) administers corporate tax under the Income Tax Act 2015 (Act 896). The Commercial Division of the High Court in Accra adjudicates business disputes. The Ghana Investment Promotion Centre (GIPC) regulates foreign investment under the GIPC Act 2013 (Act 865). Forms-legal.com provides this template as a starting point for Ghana-compliant documentation.