Memorandum of Deposit (Ghana)
Memorandum of Deposit
This Memorandum of Deposit (this "Memorandum") is made on [Agreement Date] between:
DEPOSITOR: [Depositor Name], of [Depositor Address] (the "Depositor"); and
DEPOSITEE: [Depositee Name], of [Depositee Address] (the "Depositee").
This Memorandum is governed by the Mortgages Act 1972 (Act 392), the Borrowers and Lenders Act 2020 (Act 1052), and the Land Act 2020 (Act 1036) of Ghana.
1. Deposit of Documents
The Depositor hereby deposits with the Depositee the following documents of title (the "Deposited Documents"): [Deposited Documents].
The Deposited Documents consist of [Collateral Type].
The deposit is made as security for the following obligation of the Depositor to the Depositee: [Secured Obligation] (the "Secured Obligation"), representing a principal amount of GHS [Secured Amount].
2. Creation of Security Interest
The Depositor acknowledges that the deposit of the Deposited Documents, together with this Memorandum, creates an equitable mortgage and security interest over the property to which the Deposited Documents relate, in favour of the Depositee, enforceable under the Mortgages Act 1972 (Act 392) and the Borrowers and Lenders Act 2020 (Act 1052).
The Depositor warrants that: (a) the Depositor is the sole legal and beneficial owner of the property described in the Deposited Documents; (b) the property is free from prior mortgages, charges, or encumbrances; and (c) the Depositor has full authority to create this security without the consent of any third party.
3. Registration Obligations
Collateral Registry registration (Borrowers and Lenders Act 2020, Act 1052): [Collateral Registry Registration]. Where required, the Depositor shall execute all documents and take all steps necessary to register the security interest with the Collateral Registry of the Bank of Ghana within 14 days of the date of this Memorandum.
Lands Commission notation (Land Act 2020, Act 1036): [Lands Commission Registration]. Where required, the Depositor shall co-operate with the Depositee to note this Memorandum with the relevant Land Title Registry and the Lands Commission.
4. Redemption and Enforcement
Upon full repayment of the Secured Obligation, the Depositee shall return the Deposited Documents to the Depositor and take all steps necessary to discharge the security interest from the Collateral Registry and the Lands Commission.
Upon default of the Secured Obligation, the Depositee may enforce this security by applying to the [Governing Court] for an order for sale of the mortgaged property, or by exercising any power of sale conferred by the Mortgages Act 1972 (Act 392) or as expressly agreed between the parties.
5. Governing Law
This Memorandum is governed by the laws of the Republic of Ghana. Any dispute arising out of or in connection with this Memorandum shall be subject to the exclusive jurisdiction of the [Governing Court].
Signatures
IN WITNESS WHEREOF the parties have executed this Memorandum of Deposit on the date first written above.
Depositor
________________
Signature
Depositee (Lender)
________________
Signature
What Is a Memorandum of Deposit (Ghana)?
A Memorandum of Deposit in Ghana sets out a written record of the details it captures.
Section 3 of the Mortgages Act 1972 (Act 392) governs the creation of mortgages over land and interests in land in Ghana. Under Act 392, a legal mortgage of land must be created by deed. A deposit of title documents accompanied by a Memorandum of Deposit creates an equitable mortgage, which is recognised and enforceable by the High Court (Land Division) in Accra. The equitable mortgage arising from deposit of title deeds without a deed of legal mortgage has been consistently recognised by Ghanaian courts as a valid security interest.
The Borrowers and Lenders Act 2020 (Act 1052), which replaced the Borrowers and Lenders Act 2008 (Act 773), introduced a collateral registry system in Ghana administered by the Collateral Registry under the Bank of Ghana (BoG). Under Act 1052, security interests over movable property and certain other assets must be registered with the Collateral Registry to be effective against third parties. A Memorandum of Deposit creating a security interest over share certificates or movable assets should be registered with the Collateral Registry under Act 1052 to protect the lender's priority against competing creditors.
The Land Act 2020 (Act 1036), which consolidated and replaced earlier land legislation in Ghana, governs the ownership, transfer, and encumbrance of land. The Land Title Registry and the Lands Commission administer land registration in Ghana under Act 1036. A Memorandum of Deposit over land title documents should be noted with the Lands Commission and the relevant Land Title Registry to protect the lender's equitable mortgage interest against subsequent dealings in the land.
The Bank of Ghana (BoG), established under the Bank of Ghana Act 2002 (Act 612), regulates commercial banks, savings and loans companies, and other deposit-taking institutions in Ghana under the Banks and Specialised Deposit-Taking Institutions Act 2016 (Act 930). Memoranda of Deposit are commonly used by commercial banks licensed by the Bank of Ghana when extending mortgage finance to individual borrowers and corporate clients.
The Companies Act 2019 (Act 992) governs the creation of charges over company assets in Ghana. Where a company deposits shares or other securities as collateral under a Memorandum of Deposit, the charge created may require registration at the Office of the Registrar of Companies (ORC) under Act 992 within 28 days of creation to be effective against a liquidator and unsecured creditors in an insolvency. Failure to register a registrable charge at the ORC renders the charge void against the liquidator and creditors of the company.
The Ghana Revenue Authority (GRA) administers stamp duty under the Stamp Duty Act 2005 (Act 689). A Memorandum of Deposit may attract stamp duty under Act 689, and the parties should confirm the applicable stamp duty with a solicitor enrolled with the Ghana Bar Association before executing the document.
When Do You Need a Memorandum of Deposit (Ghana)?
A Memorandum of Deposit in Ghana is required whenever a borrower deposits title deeds, share certificates, or other documents of title with a lender as collateral for a loan or credit facility, and the parties need a written document evidencing the creation of a security interest under the Mortgages Act 1972 (Act 392) and the Borrowers and Lenders Act 2020 (Act 1052).
A Memorandum of Deposit is needed when a commercial bank licensed by the Bank of Ghana (BoG) under the Banks and Specialised Deposit-Taking Institutions Act 2016 (Act 930) extends a mortgage loan, overdraft facility, or term loan to an individual or corporate borrower and requires the deposit of land title documents — including a Certificate of Title or an Indenture — as security for the facility.
A Memorandum of Deposit is required when a savings and loans company or rural and community bank regulated by the Bank of Ghana extends credit to a customer against the deposit of land title documents or share certificates as collateral under the Borrowers and Lenders Act 2020 (Act 1052).
A Memorandum of Deposit is needed when a company incorporated under the Companies Act 2019 (Act 992) uses share certificates or debenture documents as collateral for a credit facility from a financial institution, and the lender requires a written Memorandum evidencing the deposit and the creation of an equitable charge over the deposited securities.
A Memorandum of Deposit is required when a Microfinance and Small Loans Centre (MASLOC) borrower or a microfinance institution licensed by the Bank of Ghana provides collateral by depositing title documents for a microenterprise loan, and the lender needs documentary evidence of the security arrangement for registration with the Collateral Registry under Act 1052.
A Memorandum of Deposit is needed in intercompany lending arrangements where a parent company deposits its shares in a subsidiary as collateral for a loan from a third-party lender, and the Memorandum documents the deposit and the creation of a pledge or charge over the deposited shares under the Companies Act 2019 (Act 992) and Act 1052.
Parties should execute a Memorandum of Deposit before or simultaneously with the advance of the secured loan. A Memorandum executed after the loan has been disbursed without any prior deposit of documents may not constitute a valid equitable mortgage over the underlying property from the date of the loan advance.
What to Include in Your Memorandum of Deposit (Ghana)
A valid Memorandum of Deposit in Ghana under the Mortgages Act 1972 (Act 392) and the Borrowers and Lenders Act 2020 (Act 1052) must contain the following essential elements.
Parties: Full legal names, addresses, and — where applicable — company registration numbers of the depositor (borrower) and the depositee (lender). Where the lender is a bank or financial institution, its Bank of Ghana licence number issued under the Banks and Specialised Deposit-Taking Institutions Act 2016 (Act 930) should be stated.
Description of Deposited Documents: A precise schedule listing every document of title deposited as security — including land title certificates, Indentures, share certificates, debenture certificates, and any related documents — with identifying details such as Land Title Certificate number, site number, plot number, or share certificate serial number.
Secured Obligation: A clear description of the loan, overdraft facility, credit limit, or other financial obligation secured by the deposit, including the principal amount, interest rate, repayment schedule, and the facility agreement or loan agreement under which the obligation arises.
Nature of Security: An express acknowledgment that the deposit of the title documents creates an equitable mortgage or equitable charge over the deposited property in favour of the lender, consistent with the Mortgages Act 1972 (Act 392) and the Borrowers and Lenders Act 2020 (Act 1052).
Depositor's Representations: Representations by the depositor that: the depositor is the legal owner of the deposited property free from prior encumbrances; the depositor has the legal authority to deposit the documents as security; and no consent of any third party is required that has not been obtained.
Collateral Registry Registration: An obligation on the depositor to co-operate with the lender to register the security interest with the Collateral Registry under the Borrowers and Lenders Act 2020 (Act 1052), where the deposited collateral is movable property or shares.
Lands Commission Registration: Where the deposited documents relate to land, an obligation to note the Memorandum of Deposit with the relevant Land Title Registry and the Lands Commission under the Land Act 2020 (Act 1036).
Redemption: The depositor's right to obtain the return of the deposited documents upon full repayment of the secured obligation — the equity of redemption recognised under Ghanaian equitable principles and the Mortgages Act 1972 (Act 392).
Enforcement: The lender's rights upon default of the secured obligation, including the right to apply to the High Court (Land Division) in Accra for an order for sale of the mortgaged property, or to exercise a power of sale if expressly conferred by the Memorandum.
Governing Law: The laws of Ghana, with disputes subject to the exclusive jurisdiction of the High Court (Commercial Division or Land Division) in Accra.
Forms-legal.com provides this Memorandum of Deposit template as a starting point for lenders and borrowers in Ghana. Forms-legal.com provides this Memorandum of Deposit template as a resource for financial institutions and borrowers across Ghana. Parties involving land security should engage a solicitor enrolled with the Ghana Bar Association familiar with Land Act 2020 (Act 1036) requirements.
Forms-legal.com provides this Memorandum of Deposit template as a starting point for lenders and borrowers in Ghana. Parties involving land security should engage a solicitor enrolled with the Ghana Bar Association familiar with Land Act 2020 (Act 1036) requirements.
Additional compliance elements for a Memorandum of Deposit (Ghana) used in Ghana include: Under the Banks and Specialised Deposit-Taking Institutions Act 2016 (Act 930), the Bank of Ghana (BoG) regulates banking. The Securities Industry Act 2016 (Act 929) and Securities and Exchange Commission (SEC Ghana) regulate capital markets. Section 48 of the Bills of Exchange Act 1961 (Act 55) governs promissory notes. The Ghana Revenue Authority (GRA) administers tax obligations. The National Insurance Commission (NIC) regulates insurance. Forms-legal.com provides this template as a starting point for Ghana-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Memorandum of Deposit (Ghana) (Ghana) [Legal document template]. Forms Legal. https://forms-legal.com/ghana/financial/agreements/memorandum-of-deposit-ghana
"Memorandum of Deposit (Ghana) (Ghana)." Forms Legal, 2026, https://forms-legal.com/ghana/financial/agreements/memorandum-of-deposit-ghana.
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}Frequently Asked Questions
A legal mortgage in Ghana is created by a formal deed of mortgage executed by the mortgagor (borrower) and registered at the Lands Commission under the Land Act 2020 (Act 1036) and the Mortgages Act 1972 (Act 392). A Memorandum of Deposit creates an equitable mortgage by the deposit of title documents accompanied by a written memorandum evidencing the parties' intention to create security. Both forms of mortgage are recognised and enforceable by the High Court (Land Division) in Accra, but a legal mortgage generally provides stronger priority over competing claims because it is registered. An equitable mortgage arising from a Memorandum of Deposit may be overridden by a subsequent legal mortgage in favour of a bona fide purchaser or mortgagee without notice, unless the equitable mortgage is protected by notation at the Lands Commission or registration with the Collateral Registry under the Borrowers and Lenders Act 2020 (Act 1052).
Registration requirements for a Memorandum of Deposit in Ghana depend on the nature of the deposited collateral. Where the Memorandum creates a security interest over land, the interest should be noted with the relevant Land Title Registry and the Lands Commission under the Land Act 2020 (Act 1036) to protect the lender's priority against subsequent dealings. Where the Memorandum creates a security interest over movable property or shares, registration with the Collateral Registry under the Borrowers and Lenders Act 2020 (Act 1052) is required to give the security interest priority over competing creditors. Where the depositor is a company and the security constitutes a charge registrable under the Companies Act 2019 (Act 992), it must be filed at the Office of the Registrar of Companies (ORC) within 28 days. Failure to register may render the security interest void against third parties and in insolvency proceedings.
Where a borrower defaults on the secured obligation under a Memorandum of Deposit in Ghana, the lender may enforce the security through several mechanisms under the Mortgages Act 1972 (Act 392) and the Borrowers and Lenders Act 2020 (Act 1052). The lender may apply to the High Court (Land Division) in Accra for an order for sale of the mortgaged property and application of the sale proceeds to discharge the debt. Where the Memorandum expressly grants a power of sale, the lender may sell the property without court involvement, subject to the statutory requirements of Act 392. The lender may also apply for a court order for possession of the property pending sale. The borrower retains the equity of redemption — the right to redeem the security by paying the full outstanding debt and costs — until the point of actual sale. Enforcement proceedings must comply with the procedural requirements of the High Court (Civil Procedure) Rules.
Shares in a Ghanaian company incorporated under the Companies Act 2019 (Act 992) may be deposited as collateral under a Memorandum of Deposit. The deposit of share certificates creates an equitable pledge over the shares in favour of the lender. For the security interest to be effective against third parties and in insolvency, it should be registered with the Collateral Registry under the Borrowers and Lenders Act 2020 (Act 1052) and — where required by the company's Articles of Association — the company should be notified of the deposit so the encumbrance can be noted in the share register. For shares in a public company listed on the Ghana Stock Exchange (GSE), additional regulatory requirements under the Securities Industry Act 2016 (Act 929) and the SEC Ghana regulations may apply to the pledge of listed securities.
Stamp duty may apply to a Memorandum of Deposit in Ghana under the Stamp Duty Act 2005 (Act 689), administered by the Ghana Revenue Authority (GRA). The applicable stamp duty depends on the nature of the document and the value of the secured obligation. Mortgage instruments and instruments creating charges over property are dutiable under Act 689 at rates prescribed by the GRA. Parties should confirm the current stamp duty rates with the GRA or with a solicitor enrolled with the Ghana Bar Association before executing the Memorandum of Deposit. Failure to stamp a dutiable instrument renders it inadmissible in evidence before Ghanaian courts, including the High Court (Land Division) and the High Court (Commercial Division) in Accra, until the instrument is properly stamped and any applicable penalty is paid.
The Collateral Registry in Ghana was established under the Borrowers and Lenders Act 2008 (Act 773) and retained under the Borrowers and Lenders Act 2020 (Act 1052), administered by the Bank of Ghana (BoG). The Collateral Registry maintains a public register of security interests over movable property and other specified assets, allowing lenders and creditors to search for existing security interests before extending credit. Registration of a Memorandum of Deposit creating a security interest over movable collateral — including shares, equipment, receivables, and inventory — with the Collateral Registry under Act 1052 establishes the lender's priority against subsequent creditors and provides constructive notice of the security interest to third parties. The Collateral Registry is accessible online, and registration fees are prescribed by the Bank of Ghana. For land-related security, the Lands Commission and Land Title Registry remain the relevant registration bodies under the Land Act 2020 (Act 1036).
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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