Memorandum and Articles of Association (Ghana)

A Memorandum and Articles of Association in Ghana is the constitutional document of a company incorporated under the Companies Act 2019 (Act 992), setting out the company's name, registered office, objects, share capital structure, and the rules governing the internal management and conduct of its affairs. The Memorandum and Articles of Association (Ghana) must be filed with the Office of the Registrar of Companies (ORC) — formerly the Registrar General's Department — as part of the incorporation process under Section 13 of the Companies Act 2019 (Act 992).

The Companies Act 2019 (Act 992) replaced the Companies Act 1963 (Act 179) and modernised Ghana's corporate law framework. Act 992 governs the incorporation, management, financing, and dissolution of companies in Ghana. The Office of the Registrar of Companies (ORC), established under Act 992, is responsible for the registration of companies and the maintenance of the companies register. The ORC operates digitally and companies may file incorporation documents through the ORC's online portal at www.orc.gov.gh.

Section 13 of the Companies Act 2019 (Act 992) sets out the contents of the Regulations — the term used in Act 992 for what was previously called the Memorandum and Articles of Association. The Regulations must state the company's name, the liability of members (limited or unlimited), the authorised share capital (if any), and the rules governing the exercise of the powers of the company, the rights and obligations of members, and the conduct of meetings.

A private company incorporated under the Companies Act 2019 (Act 992) must have at least one director and one shareholder. A public company must have at least two directors. The minimum share capital requirements for foreign-owned companies are regulated by the Ghana Investment Promotion Centre (GIPC) under the GIPC Act 2013 (Act 865), which requires foreign investors to meet minimum capital thresholds that differ from those applicable to Ghanaian-owned companies.

The Ghana Revenue Authority (GRA) administers corporate income tax under the Income Tax Act 2015 (Act 896). A company incorporated under the Companies Act 2019 (Act 992) is required to register with the GRA for a Taxpayer Identification Number (TIN) and to file annual tax returns. The Articles of Association of a company should be consistent with the tax treatment of dividends, share transfers, and other corporate transactions under Act 896.

The Securities and Exchange Commission (SEC Ghana), established under the Securities Industry Act 2016 (Act 929), regulates public companies and capital market activities. Public companies incorporated under the Companies Act 2019 (Act 992) that wish to list on the Ghana Stock Exchange (GSE) must comply with GSE listing requirements in addition to the requirements of Act 992 and Act 929.

The Bank of Ghana (BoG) regulates companies operating in the banking, non-bank financial institution, and payment services sectors under the Banks and Specialised Deposit-Taking Institutions Act 2016 (Act 930) and the Payment Systems and Services Act 2019 (Act 987). The Articles of Association of a bank or financial institution licensed by the Bank of Ghana must comply with Act 930 requirements in addition to the general corporate law requirements of Act 992.

A Memorandum and Articles of Association in Ghana is required whenever a company is incorporated under the Companies Act 2019 (Act 992) and must be filed with the Office of the Registrar of Companies (ORC) as a mandatory incorporation document.

A Memorandum and Articles of Association is needed when Ghanaian entrepreneurs or foreign investors incorporate a new private limited liability company (Ltd) or public limited company (PLC) in Ghana and need a constitutional document that complies with the Companies Act 2019 (Act 992) and the requirements of the Office of the Registrar of Companies (ORC).

A Memorandum and Articles of Association is required when a foreign company establishes a Ghanaian subsidiary as a locally incorporated entity under the GIPC Act 2013 (Act 865). Foreign-owned companies must meet the minimum paid-up capital requirements set by the Ghana Investment Promotion Centre (GIPC) and file the Regulations with the ORC.

A Memorandum and Articles of Association is needed when shareholders of an existing company incorporated under the Companies Act 1963 (Act 179) wish to adopt new Regulations compliant with the Companies Act 2019 (Act 992), which replaced Act 179 and introduced significant changes to corporate governance requirements in Ghana.

A Memorandum and Articles of Association is required when a company seeks financing from a commercial bank licensed by the Bank of Ghana (BoG) or from the Ghana Stock Exchange (GSE), and the lender or exchange requires certified copies of the constitutional documents as part of the due diligence process.

A Memorandum and Articles of Association is needed when a company regulated by a sector-specific authority — such as the Securities and Exchange Commission (SEC Ghana) under Act 929, the National Communications Authority (NCA), or the Energy Commission of Ghana — is required to produce its constitutional documents as part of a licensing or authorisation application.

Parties incorporating a company in Ghana should confirm that the Memorandum and Articles of Association are prepared before filing with the Office of the Registrar of Companies (ORC). The ORC will reject incorporation documents that do not comply with the mandatory content requirements of Section 13 of the Companies Act 2019 (Act 992).

A compliant Memorandum and Articles of Association in Ghana under the Companies Act 2019 (Act 992) must contain the following essential elements.

Company Name: The proposed company name must comply with the naming requirements of the Companies Act 2019 (Act 992) and must not be identical or confusingly similar to an existing registered company name on the ORC register. Private limited companies must include "Limited" or "Ltd" and public companies must include "Public Limited Company" or "PLC" in their name.

Registered Office: The address of the company's registered office in Ghana, which must be a physical address within Ghana where official correspondence and legal documents may be served. A post office box address alone does not satisfy this requirement.

Objects: The principal objects or business activities of the company. Under the Companies Act 2019 (Act 992), companies may have unlimited objects unless the Regulations expressly restrict them. Companies operating in regulated sectors — banking, insurance, mining, telecommunications — should specify objects consistent with their regulatory licences.

Share Capital and Classes of Shares: The authorised share capital, number and nominal value of shares, classes of shares (ordinary, preference, redeemable), and the rights attaching to each class — including voting rights, dividend rights, and rights on a winding-up — as required by the Companies Act 2019 (Act 992).

Directors and Officers: The rules governing the appointment, removal, powers, and duties of directors consistent with the Companies Act 2019 (Act 992). The minimum number of directors (one for private companies, two for public companies), qualification requirements, and the procedure for filling casual vacancies.

Shareholders' Meetings: Rules for annual general meetings (AGMs) and extraordinary general meetings (EGMs) consistent with the Companies Act 2019 (Act 992), including notice periods, quorum requirements, voting procedures, and the types of resolutions (ordinary and special resolutions).

Share Transfers and Pre-emption Rights: Restrictions on the transfer of shares in a private company, including pre-emption rights giving existing shareholders the right of first refusal on shares offered for sale, which are required by the Companies Act 2019 (Act 992) for private companies.

Dividends and Distributions: The basis on which dividends may be declared and paid to shareholders, including any restrictions applicable to preference shareholders, consistent with the solvency test in the Companies Act 2019 (Act 992).

Winding-Up: The procedure for voluntary winding-up of the company and the rights of shareholders on a distribution of assets upon dissolution.

Forms-legal.com provides this Memorandum and Articles of Association template as a starting point for companies incorporating in Ghana. Parties should engage a solicitor enrolled with the Ghana Bar Association or a licensed company secretary for advice on structures involving foreign shareholders, GIPC investment registration, or sector-specific regulatory requirements. Forms-legal.com provides this Memorandum and Articles of Association template as a starting point for companies incorporating in Ghana.

Forms-legal.com provides this Memorandum and Articles of Association template as a starting point for companies incorporating in Ghana. Parties should engage a solicitor enrolled with the Ghana Bar Association or a licensed company secretary for advice on structures involving foreign shareholders, GIPC investment registration, or sector-specific regulatory requirements.

Additional compliance elements for a Memorandum and Articles of Association (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.