The Office of the Registrar of Companies (ORC) in Ghana has introduced a significant increase in fees for business registration, amendments, and annual returns, effective January 1, 2023. This adjustment, announced in a press release on January 16, 2023, aligns with the Fees and Charges (Miscellaneous Provisions) Act, 2022 (Act 1080) passed by Parliament. Alongside the fee hike, the ORC is set to enforce stricter compliance measures starting June 2023, aiming to enhance accountability among businesses and partnerships.
Scope of the Fee Increase
The revised fees apply to a broad range of transactions, impacting various business entities across Ghana. These include:
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Incorporation of Companies: Companies limited or unlimited by shares and those limited by guarantee.
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Business Names and Partnerships: Registration and amendments for sole proprietorships, subsidiary business names, and partnerships.
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External Companies and Professional Bodies: Compliance and registration processes.
The ORC’s statement highlighted that the fee adjustments, initially announced on November 14, 2022, are intended to reflect the updated legislative framework. Businesses can access detailed fee schedules on the ORC’s official websites, www.orc.gov.gh or www.rgd.gov.gh, or at front offices in Accra and regional branches. This increase comes amid Ghana’s economic challenges, with inflation at 52.2% in December 2022, potentially adding financial strain to small businesses and startups.
Stricter Compliance and Penalties
From June 1, 2023, the ORC will rigorously enforce Section 126(7) of the Companies Act, 2019 (Act 992), which imposes a daily penalty of 25 penalty units (GH¢12 per unit, equating to GH¢300 per day) for companies and their officers failing to file annual returns and financial statements. The ORC emphasized that this measure aims to address the lax compliance observed in the past, urging company secretaries and auditors to prepare mandatory documents promptly to avoid substantial fines.
Similarly, partnerships face penalties under the Incorporated Private Partnerships Act, 1962 (Act 152) for failing to renew registrations annually. Non-compliance will incur a daily fine equivalent to GH¢60, based on the current exchange rate for five British pounds. The ORC also plans to enforce Section 5A(2) of the Registration of Business Names Act, 1962 (Act 151), which mandates that unrenewed business names lapse after three months post-year-end, risking removal from the register. Business owners can renew electronically via the USSD code *222# on the Ghana.Gov platform using mobile money.
New Services and Compliance Directives
To improve efficiency, the ORC will introduce expedited/express services in the second half of 2023, allowing clients to receive documents within 48 hours at the Accra head office and select regional branches. Additionally, the ORC reminded companies to comply with the Companies Act, 2019, by submitting special resolutions to update company names with appropriate suffixes and adopting registered constitutions by June 30, 2023.
The ORC stressed the importance of secure payment practices, noting that transactions should only be processed through its in-house Fidelity Bank or other Fidelity Bank branches. It warned against fraudsters requesting payments to mobile money accounts, advising clients to verify requests through official channels, such as the contact numbers listed on the ORC website.
Navigating Ghana’s Economic Landscape
The fee increase and compliance measures come at a challenging time for Ghana, as the country grapples with a depreciating cedi (GH¢13 to the US dollar in January 2023) and seeks a $3 billion IMF bailout. While these changes aim to bolster revenue collection and regulatory compliance, they may pose difficulties for businesses already strained by economic pressures. The ORC’s push for digital renewals and expedited services reflects an effort to modernize operations, but businesses must act swiftly to avoid penalties and maintain active status.
