Government’s efforts to create an enabling environment for businesses to thrive has been augmented by the establishment of the Office of the Registrar of Companies, ORC.
This is according to President Akufo-Addo.
Speaking at the launch of the newly established Office of the Registrar of Companies (ORC) in Accra, President Akufo – Addo said the move will also boost investor confidence.
“The passage of the Ghana Companies Act (2019) Act 992, in May 2019, made provision for the establishment of this new statutory entity which separated the office of the registrar of companies from the Registrar Generals Department and which has been entrusted with the important function of taking up solely the duties of company and business registration and advisory services,” he said.
He also noted that the Office of the Registrar of Companies will become a key partner of the government in the fight against corruption.
“The office of the registrar of companies will become a viable partner of government in the effort to root out corruption. The phenomenon of the creation of shell companies and opaque financial systems that provide an opportunity for the laundering and concealment of illicit wealth is being curtailed dramatically by the enactment of 992.
The duty to provide particulars of beneficial owners under section 13 of Act 992, together with other provisions, provide a strong tool to aiding the fight against corruption, money laundering and thus, ultimately, boost investor confidence in the Ghanaian economy” he noted.
Attorney General, Godfred Yeboah Dame, stated that the official launch of the ORC “is the culmination of twenty years of work towards reforming the text and practice of company law in Ghana, which have been superintended by successive Attorneys-General”.
“The first steps were taken in 2002, when the vision of the then Attorney-General, a certain Nana Addo Dankwa Akufo-Addo, now President of Ghana, gave birth to the formation of the Business Law Reform Committee.”
“The mandate of the Business Law Reform Committee set up by you, Mr President during your tenure as the Attorney-General, was to research into aspects of the law regulating business in Ghana which required urgent reform,” Dame said.
“One law that the Business Law Reform Committee recommended for urgent reform was the old Companies Act, 1963 (Act 179). To give effect to the recommendations of the Business Law Reform Committee, the next Attorney-General, Papa Owusu-Ankomah commissioned the late Justice VCRAC Crabbe to draft a new Companies Bill.”
“Incidentally, Justice Crabbe had in the early 1960s served as Secretary to Prof Gower who drafted the old Companies Act. Perhaps, as a result of the romantic entanglement Justice Crabbe had with the work of Gower, the draft Bill presented by him bore a close resemblance to Act 179 and was therefore considered to be not far-reaching enough, even though it contained some important recommendations which are incorporated into the current Act 992.”
“The next Attorney-General, Ayikoi Otoo, in 2006, thus set up another committee chaired by his deputy, Joe Ghartey, to review the state of Company Law in Ghana and make proposals for his consideration.”
“Fortunately, the mandate of the Date-Bah Committee was renewed by the next Attorney-General, Betty Mould Iddrisu who expanded the membership of the Committee from five (5) to nine (9). This Committee’s work concluded in the drafting of the Companies Act, 2019 (Act 992), which was eventually assented to by the President on 2nd August 2019.”
Acting Registrar General, Jemima Oware also highlighted how the new establishment will help to address challenges with business registrations. She disclosed that they were developing digital software to make it possible for clients to register their business online.
Office of the Registrar of Companies
The Office of the Registrar of Companies, which has been decoupled from the Registrar General’s Department, will handle the registration of businesses such as private public companies, limited and unlimited by shares, private public companies limited by guarantee, including churches, schools, NGOs, CSOs, associations among others.
The move is in fulfillment of the Companies’ Act (2019), Act 992, which was passed on May 2, 2019.
The Office of the Registrar of Companies, ORC will have an 11 member board together with the Registrar of Companies who would be different from the Registrar-General.
The Attorney General, Godfered Dame noted that “the establishment of the Office of the Registrar of Companies does not imply an extinction of the old Registrar-General’s Department.”
“The old Registrar-General’s Department set up under the Civil Service (Structure) Regulations, 1961 (L.I. 139)”, the AG says “continues to exist but will only oversee the registration of industrial property rights, registration of marriages, administration of estates and public trusts.”
“For the benefit of the litigating lawyer, it is also necessary to point out that, all proceedings relating to the establishment or regulation of companies taken by or against the old Registrar-General may be continued by or against the new Office of the Registrar.” he said.