Ghana Company Formation & Entity Choice

Entity types and capital

Companies are registered with the Office of the Registrar of Companies under the Companies Act, 2019 (Act 992). The most common vehicle is a private company limited by shares; foreign investors face additional minimum-capital rules under the GIPC Act.

• Most common entity type — Private company limited by shares (Companies Act, 2019 (Act 992))
• Other entity types — Public company limited by shares, company limited by guarantee, unlimited company, external (branch) company, sole proprietorship and partnership (Companies Act, 2019 (Act 992))
• Minimum stated capital (100% Ghanaian-owned) — GHS 500 ((approx — confirm)) (Companies Act, 2019 (Act 992))
• Minimum foreign equity — joint venture (>=10% Ghanaian) — USD 200,000 (subject to ongoing reform of GIPC thresholds — confirm current position) (Ghana Investment Promotion Centre Act, 2013 (Act 865))
• Minimum foreign equity — wholly foreign-owned — USD 500,000 (subject to ongoing reform of GIPC thresholds — confirm current position) (Ghana Investment Promotion Centre Act, 2013 (Act 865))
• Minimum foreign equity — trading enterprise — USD 1,000,000, plus employment of at least 20 skilled Ghanaians (Ghana Investment Promotion Centre Act, 2013 (Act 865))

Incorporation steps and annual compliance

Incorporation is handled at the Office of the Registrar of Companies and includes obtaining a Tax Identification Number/Ghana card PIN. Registered companies have ongoing annual filing and tax obligations.

• Registration authority — Office of the Registrar of Companies (ORC) (Companies Act, 2019 (Act 992))
• Minimum directors — 2 directors, at least one resident in Ghana (Companies Act, 2019 (Act 992))
• Core incorporation steps — Name search/reservation, obtain TIN/Ghana card PIN for officers, file incorporation documents (constitution optional), pay fees and stamp duty, receive certificate of incorporation and commencement (Companies Act, 2019 (Act 992))
• Stamp duty on stated capital — 1% of stated capital (e.g. ~GHS 5 on GHS 500) percent ((approx — confirm)) (Stamp Duty Act, 2005 (Act 689))
• Typical incorporation timeline — Approximately 10 to 15 working days once documentation is complete ((approx — confirm)) (Companies Act, 2019 (Act 992))
• Annual return to ORC — File an annual return with the Registrar each year, with audited financial statements (Companies Act, 2019 (Act 992))
• Core annual tax compliance — Quarterly provisional tax instalments, monthly PAYE/VAT/WHT filings, and an annual corporate income tax return within 4 months of year-end (Income Tax Act, 2015 (Act 896))