ORC Striking Off Application (Ghana)
ORC Striking Off Application
TO: THE REGISTRAR OF COMPANIES
Office of the Registrar of Companies (ORC)
ORC House, Ministries, Accra, Ghana
APPLICATION FOR VOLUNTARY STRIKING OFF UNDER SECTION 261 OF THE COMPANIES ACT 2019 (ACT 992)
Date of Application: [Application Date]
1. Company Particulars
Company Name: [Company Name]
ORC Registration Number: [Company Number]
Registered Office Address: [Registered Office Address]
Date of Incorporation: [Incorporation Date]
2. Applicant Directors
First Director: [Director 1 Name], of [Director 1 Address].
Second Director (if applicable): [Director 2 Name], of [Director 2 Address].
3. Statutory Declaration
We, the undersigned directors of [Company Name] (ORC No. [Company Number]), hereby solemnly declare as follows:
The company ceased to carry on business or operate on [Cessation Date], being more than three months before the date of this application.
The company has not changed its name within the three months preceding this application.
The company has no outstanding liabilities to any creditor, including the Ghana Revenue Authority (GRA), the Social Security and National Insurance Trust (SSNIT), any financial institution, trade creditor, or employee.
The company has no pending legal proceedings before any court, tribunal, or arbitral body in Ghana or elsewhere.
All shareholders of the company have consented in writing to this application for voluntary striking off.
A valid tax clearance certificate has been obtained from the Ghana Revenue Authority (GRA), certificate number [Tax Clearance Number], dated [Tax Clearance Date].
SSNIT status: [SSNIT Clearance Status].
4. Members' Consent
The following members of [Company Name] have consented in writing to the voluntary dissolution of the company under Section 261 of the Companies Act 2019 (Act 992):
[Shareholder Names and Holdings]
5. Request
We respectfully request that the Registrar of Companies exercise the power under Section 261 of the Companies Act 2019 (Act 992) to strike the name of [Company Name] (ORC No. [Company Number]) from the Companies Register and to publish the required notice in the Ghana Gazette.
We acknowledge that upon striking off, any property remaining vested in the company will pass to the Republic of Ghana as bona vacantia under Section 263 of the Companies Act 2019 (Act 992).
Signatures
Signed by the directors of [Company Name] on [Application Date].
First Director
________________
Signature
Second Director
________________
Signature
What Is a ORC Striking Off Application (Ghana)?
An ORC Striking Off Application in Ghana submits the applicant's details to the relevant authority for the approval it seeks.
Ghana's company law framework derives from the Companies Act 2019 (Act 992), which replaced the Companies Code 1963 (Act 179) and introduced a modernised regime for company formation, management, and dissolution. The Office of the Registrar of Companies (ORC), formerly known as the Registrar General's Department (RGD), administers the Companies Register maintained under Section 14 of Act 992. Every company incorporated in Ghana must maintain registered compliance with the ORC, including filing annual returns under Section 124 of Act 992. Where a company fails to file annual returns, the Registrar may exercise the power under Section 260 of Act 992 to initiate striking off proceedings on the Registrar's own motion.
The voluntary striking off route under Section 261 of the Companies Act 2019 (Act 992) is available to companies that meet all of the following conditions: the company has not carried on business or operated within the preceding three months; the company has not changed its name within the preceding three months; the company has no outstanding liabilities to creditors, including the Ghana Revenue Authority (GRA), the Social Security and National Insurance Trust (SSNIT), and any financial institutions; the company has no pending legal proceedings before the High Court, Court of Appeal, or any arbitral tribunal; and all members of the company have consented to the application in writing.
The ORC Striking Off Application must be made using the prescribed form available from the Office of the Registrar of Companies at the ORC House, Ministries, Accra. The application must be signed by at least two directors of the company, or by the sole director if the company has only one director, and must be accompanied by a board resolution authorising the application, a statutory declaration by the directors confirming the company meets the eligibility conditions, and evidence of settlement of all outstanding obligations to the Ghana Revenue Authority (GRA), including the Income Tax Act 2015 (Act 896) and the Value Added Tax Act 2013 (Act 870).
Once the ORC Striking Off Application is accepted by the Office of the Registrar of Companies, the Registrar publishes a notice in the Ghana Gazette under Section 261(3) of the Companies Act 2019 (Act 992), inviting objections from creditors, employees, or other interested parties within a prescribed period of not less than three months. If no valid objections are received, the Registrar proceeds to strike the company's name from the register and publishes a dissolution notice in the Ghana Gazette. From that date, the company ceases to exist as a legal entity under Ghanaian law.
The striking off procedure under Section 261 of the Companies Act 2019 (Act 992) is distinct from a formal winding-up or liquidation under Sections 226 to 259 of Act 992. A formal liquidation under Part VII of Act 992 involves the appointment of a liquidator, the realisation of assets, the payment of creditors in the order of priority prescribed by Section 241 of Act 992, and the distribution of any surplus to members. By contrast, a voluntary striking off under Section 261 is appropriate only where the company has no remaining assets to distribute and no outstanding liabilities — meaning all debts to the GRA, SSNIT, trade creditors, and employees have been fully discharged before the application is submitted.
When Do You Need a ORC Striking Off Application (Ghana)?
An ORC Striking Off Application in Ghana is needed when a company has ceased trading, has no remaining assets or liabilities, and the directors and shareholders want to formally dissolve the company and remove its name from the Companies Register maintained by the Office of the Registrar of Companies (ORC) under the Companies Act 2019 (Act 992).
An ORC Striking Off Application is required when a company was incorporated for a specific project or purpose under the Companies Act 2019 (Act 992) and that project or purpose has been completed, and the members have resolved to dissolve the company rather than continue it in a dormant state incurring annual return filing obligations under Section 124 of Act 992.
An ORC Striking Off Application is needed when a company has been dormant for more than three months, has not traded, has no employees on the payroll registered with the Social Security and National Insurance Trust (SSNIT), and has received a tax clearance certificate from the Ghana Revenue Authority (GRA) confirming that all outstanding tax obligations under the Income Tax Act 2015 (Act 896) have been settled.
An ORC Striking Off Application is required when foreign shareholders of a Ghana-incorporated company registered with the Ghana Investment Promotion Centre (GIPC) under the Ghana Investment Promotion Centre Act 2013 (Act 865) have decided to exit the Ghanaian market and wish to formally dissolve the local entity following the transfer or realisation of all assets.
An ORC Striking Off Application is needed when a joint venture company incorporated under the Companies Act 2019 (Act 992) in connection with a specific construction, mining, or agricultural project in Ghana has completed its operations and the joint venture parties have agreed to dissolve the entity rather than maintain it as a shelf company.
Directors and shareholders considering an ORC Striking Off Application (Ghana) should confirm all SSNIT contributions under the National Pensions Act 2008 (Act 766) have been paid, all GRA filings under the Income Tax Act 2015 (Act 896) and Value Added Tax Act 2013 (Act 870) are current, and any licences from sector regulators such as the Bank of Ghana, the National Communications Authority (NCA), or the Minerals Commission have been formally surrendered before submitting the application.
What to Include in Your ORC Striking Off Application (Ghana)
A valid ORC Striking Off Application in Ghana under Section 261 of the Companies Act 2019 (Act 992) must contain the following essential elements.
Company Identification: The full registered name of the company exactly as it appears on the Companies Register maintained by the Office of the Registrar of Companies (ORC), the company registration number issued by the ORC at the time of incorporation under Section 14 of the Companies Act 2019 (Act 992), the registered office address, and the date and place of incorporation.
Directors' Declaration: A signed declaration by all directors of the company (or at least two directors if the company has more than two) confirming that the company has not carried on business or operated within the preceding three months, has not changed its name within the preceding three months, has no outstanding liabilities to any creditor including the Ghana Revenue Authority (GRA) and the Social Security and National Insurance Trust (SSNIT), has no pending legal proceedings, and that all members have consented to the application.
Board Resolution: A certified copy of a board resolution adopted at a duly convened directors' meeting (or by written resolution where the Articles of Incorporation permit) authorising the making of the ORC Striking Off Application and authorising named directors to sign the application on behalf of the company.
Members' Consent: Written consent of all shareholders of the company, including any foreign shareholders registered with the Ghana Investment Promotion Centre (GIPC), confirming agreement to the voluntary dissolution of the company under Section 261 of the Companies Act 2019 (Act 992).
GRA Tax Clearance: Evidence of a valid tax clearance certificate issued by the Ghana Revenue Authority (GRA) confirming that all corporate income tax obligations under the Income Tax Act 2015 (Act 896), all value added tax obligations under the Value Added Tax Act 2013 (Act 870), and all withholding tax obligations have been fully discharged.
SNIT Clearance: Evidence of settlement of all SSNIT contributions under the National Pensions Act 2008 (Act 766) for all employees previously employed by the company.
Annual Returns Status: Confirmation that all annual returns required under Section 124 of the Companies Act 2019 (Act 992) have been filed with the ORC and that all associated filing fees have been paid.
Asset Declaration: A statement confirming that the company has no remaining assets, or if it has nominal assets, a description of how those assets have been or will be distributed among members before dissolution, including any distribution in specie under the Articles of Incorporation.
Forms-legal.com provides this ORC Striking Off Application template as a starting point for companies in Ghana. Directors should seek guidance from a solicitor enrolled with the Ghana Bar Association or a chartered accountant registered with the Institute of Chartered Accountants, Ghana (ICAG) before submitting the application, particularly where the company has had transactions with regulated entities or holds licences from sector regulators.
Additional compliance elements for a ORC Striking Off Application (Ghana) used in Ghana include: Under Ghanaian law, the Constitution of the Republic of Ghana 1992 is the supreme law. The Courts Act 1993 (Act 459) governs court procedures. The Ghana Revenue Authority (GRA) administers tax under the Income Tax Act 2015 (Act 896). The High Court of Ghana has unlimited original jurisdiction under Article 140 of the Constitution. The Data Protection Act 2012 (Act 843) and the Data Protection Commission govern personal data processing. 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). ORC Striking Off Application (Ghana) (Ghana) [Legal document template]. Forms Legal. https://forms-legal.com/ghana/government/declarations/orc-striking-off-application-ghana
"ORC Striking Off Application (Ghana) (Ghana)." Forms Legal, 2026, https://forms-legal.com/ghana/government/declarations/orc-striking-off-application-ghana.
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Striking off under Section 261 of the Companies Act 2019 (Act 992) and liquidation under Part VII of Act 992 are two distinct methods of dissolving a company in Ghana. Voluntary striking off is an administrative process available only to companies that have no assets, no liabilities, and have ceased trading. The Office of the Registrar of Companies (ORC) removes the company's name from the Companies Register following a Gazette notice period, without involving a court or a liquidator. Liquidation, by contrast, involves either a court-ordered winding-up petition to the High Court under Section 228 of Act 992 or a members' voluntary winding-up under Section 233 of Act 992, either of which requires the appointment of a liquidator who realises assets, pays creditors in the statutory order of priority under Section 241 of Act 992, and distributes any surplus to shareholders. Companies with outstanding debts to creditors, the Ghana Revenue Authority (GRA), or the Social Security and National Insurance Trust (SSNIT) cannot use the striking off route and must proceed through formal liquidation.
The ORC Striking Off Application process in Ghana under Section 261 of the Companies Act 2019 (Act 992) typically takes between four and six months from the date of submission to the Office of the Registrar of Companies (ORC). After the ORC accepts the application and verifies that all documents are in order, the Registrar publishes a notice in the Ghana Gazette inviting objections from creditors, employees, and other interested parties within a minimum period of three months. If no valid objections are received within that period, the Registrar proceeds to strike the company off the register and publishes a final dissolution notice in the Ghana Gazette. Delays can occur where the Ghana Revenue Authority (GRA) has not issued a tax clearance certificate, where the Social Security and National Insurance Trust (SSNIT) identifies outstanding contribution arrears, or where the ORC requires additional documentation to verify the directors' declarations.
A company that has been struck off the Companies Register in Ghana may be restored to the register under Section 262 of the Companies Act 2019 (Act 992). Restoration is available where the company was struck off in error, where the company had assets at the time of striking off that were not disclosed in the application, or where a creditor or other interested party demonstrates that the striking off was procedurally improper. An application for restoration must be made to the High Court of Ghana within two years of the date of striking off, accompanied by evidence of the grounds for restoration and payment of all outstanding annual return fees and penalties owed to the Office of the Registrar of Companies (ORC). Where a company is restored, it is treated as having continued in existence as if it had never been struck off, which means any contracts entered into or property held by the company during the period of striking off remain valid.
Before submitting an ORC Striking Off Application in Ghana under Section 261 of the Companies Act 2019 (Act 992), the company must obtain a tax clearance certificate from the Ghana Revenue Authority (GRA) confirming settlement of all outstanding tax obligations. The specific obligations that must be discharged include: corporate income tax under the Income Tax Act 2015 (Act 896) for all years of assessment in which the company was active; value added tax (VAT) returns and payments under the Value Added Tax Act 2013 (Act 870) if the company was VAT-registered; withholding tax obligations under Part VIII of the Income Tax Act 2015 for all payments made to contractors, employees, and service providers; and any capital gains tax liabilities under the Income Tax Act 2015 arising from the disposal of assets. The GRA maintains records at its Large Taxpayer Office and Medium Taxpayer Offices in Accra and regional centres across Ghana. A tax clearance certificate is valid for ninety days from the date of issue, so it should be obtained as close as possible to the date of submission of the striking off application.
Directors of a company that has been struck off the Companies Register in Ghana may face personal liability in certain circumstances under the Companies Act 2019 (Act 992) and related legislation. Where directors submitted a false declaration in the ORC Striking Off Application — for example, by stating that the company had no outstanding liabilities when it in fact owed debts to creditors, the Ghana Revenue Authority (GRA), or the Social Security and National Insurance Trust (SSNIT) — the directors may be personally liable for those debts and may also face criminal prosecution for making a false statutory declaration. Section 341 of the Companies Act 2019 (Act 992) imposes personal liability on directors who knowingly carry on business after the company becomes insolvent. Under the Criminal Offences Act 1960 (Act 29), making a false declaration to a public officer is a criminal offence. Directors should therefore obtain independent professional confirmation of the company's financial position from a chartered accountant registered with the Institute of Chartered Accountants, Ghana (ICAG) before signing any declaration in the striking off application.
The striking off of a company under Section 261 of the Companies Act 2019 (Act 992) in Ghana does not of itself affect the personal legal status of directors or shareholders, who retain their own legal identity and personal rights and obligations. However, there are several important consequences for individuals connected with a struck-off company. Any property vested in the company at the date of striking off that was not distributed before dissolution passes to the Republic of Ghana as bona vacantia under Section 263 of the Companies Act 2019 (Act 992), which means shareholders lose the right to those assets unless they successfully apply for restoration of the company within the time limit under Section 262. Directors who are also personal guarantors of company debts remain personally liable to those creditors after striking off, because the striking off of the company does not extinguish the personal guarantee obligations. Shareholders who receive distributions from the company in contemplation of the striking off may be subject to capital gains tax under the Income Tax Act 2015 (Act 896) on any gain arising from the disposal of their shares.
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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