COMPANIES ACT, 2019 (ACT 992). SS 350-

THE COMPANIES ACT, 2019 (ACT 992)

DATE OF ASSENT: 2nd August,  2019.

DATE OF GAZETTE NOFICATION: 2nd August, 2019.

AN ACT to amend and consolidate the law relating to companies; to establish the Office of the Registrar of Companies; and to provide for related matters.

350. Power to grant relief

(1) Where in proceedings against a member, an officer or an auditor of a company for a default or a breach of duty under this Act, or against a trustee for debenture holders in respect of a breach of duty or trust, it appears to the Court hearing the case that the member, officer, auditor or trustee is or may be liable but that the member, officer, auditor or trustee has acted honestly and reasonably and that, having regard to the circumstances of the case, that person ought fairly to be excused, the Court may relieve that person in whole or in part from that liability on the terms that the Court considers fit.

(2) Where the member, officer, auditor or trustee has reason to believe that a claim may be made against that person in respect of a breach of duty or trust, that person may apply to the Court for relief.

(3) The Court on the application, shall have the same power to relieve that person as under this section as it would have had if it had been a court before which proceedings against that person for breach of duty or trust had been brought.

(4) Written notice of an application to the Court under subsection (2) shall be given to the Registrar at least twenty-one days before the date of the hearing of the application and the Registrar may appear at the hearing of the application and call evidence and make the representations that the Registrar deems fit.

Part C: Establishment of the Office of the Registrar of Companies
351. Establishment of the Office of the Registrar of Companies

(1) There is established by this Act, the Office of the Registrar of Companies as a body corporate with perpetual succession.

(2) The Office of the Registrar of Companies may, for the performance of the functions under this Act, acquire and hold property and enter into a contract or any other transaction.

(3) Where there is a hindrance to the acquisition of immovable property, the property may be acquired for the Office of the Registrar of Companies under the State Lands Act, 1962 (Act 125) and the cost shall be borne by the Office of the Registrar of Companies.

(4) The Registrar shall have a seal which shall bear the words "Registrar of Companies, Ghana".

352. Status of the Office of the Registrar of Companies

The Office of the Registrar of companies has financial autonomy subject to the provisions of this Act.

353. Object and functions of the Office of the Registrar of Companies

(1) The object of the Office of the Registrar of Companies is to register and regulate all types of businesses in conformity with this Act and any other relevant enactments.

(2) To achieve the object, the Office of the Registrar of Companies shall

 (a) register

(i) business names in accordance with the Registration of Business Names Act, 1962 (Act 151),

(ii) companies,

(iii) partnerships in accordance with the Incorporated Private Partnerships Act, 1962 (Act 152), and

(iv) professional bodies pursuant to the Professional Bodies Registration Act, 1973 (N.R.C.D. 147), other than professional bodies established by an Act of Parliament;

 (b) appoint inspectors, a receiver or manager to ensure the effective compliance with the Act;

 (c) discharge duties and perform functions of the Office as the Official Liquidator under the Bodies Corporate (Official Liquidations) Act, 1963 (Act 180); and

 (d) manage the finances and fixed assets of the Office of the Registrar.

(3) The Registrar shall appoint a receiver or manager in accordance with subsection (2) of section 261.

(4) Without limiting subsection (l), the Office of the Registrar has the duty to undertake public education programmes to educate the general public engaged in business activities on the operation of companies, partnerships and business names.

354. Governing body of the Office of the Registrar of Companies

(1) The governing body of the Office of the Registrar of Companies is a Board consisting of

 (a) a chairperson nominated by the President,

 (b) one representative of the Office of the Attorney-General not below the rank of a Principal State Attorney,

 (c) one representative of the Ministry of Trade and Industry not below the rank of a Director nominated by the Minister,

 (d) one representative of the Securities and Exchange Commission nominated by the governing body of the Commission,

 (e) one representative of the Private Enterprise Federation nominated by the Federation,

(f) one lawyer with at least ten years' experience in corporate law practice, nominated by Ghana Bar Association,

 (g) two other persons with expertise in corporate law practice, at least one of whom is a woman, nominated by the President,

 (h) one representative from the Institute of Chartered Accountants, Ghana nominated by the Council of the Institute,

 (i) one representative from Ghana Association of Restructuring and Insolvency Advisors nominated by the governing body of the Association, and

 (j) the Registrar of Companies appointed under section 362.

(2) The members of the Board shall be appointed by the President in accordance with article 70 of the Constitution.

(3) The President shall in appointing the members of the Board take into account gender balance.

(4) A member of the Board has the same fiduciary relationship with the Office of the Registrar and the same duty to act with loyalty and in good faith as a director of a company in accordance with section 190.

(5) The Board shall ensure the proper and effective performance of the functions of the Office of the Registrar.

355. Tenure of office of members

(1) A member of the Board shall hold office for a period of four years and is eligible for re-appointment for another term only.

(2) Subsection (1) does not apply to the Registrar of Companies.

(3) A member of the Board may at any time resign from office in writing addressed to the President through the Minister.

(4) A member of the Board, other than the Registrar of Companies, who is absent from three consecutive meetings of the Board without sufficient cause ceases to be a member of the Board.

(5) The President, may by letter addressed to a member revoke the appointment of that member.

(6) Where a member of the Board is, for a sufficient reason, unable to act as a member, the Minister shall determine whether the inability would result in the declaration of a vacancy.

(7) Where there is a vacancy

 (a) under subsection (3) or (4) or subsection (2) of section 357,

 (b) as a result of a declaration under subsection (6), or

 (c) by reason of the death of a member, the Minister shall notify the President of the vacancy and the President shall appoint a person to fill the vacancy.

356. Meetings of the Board

(1) The Board shall meet at least once every three months for the despatch of business at the time and place determined by the chairperson.

(2) The chairperson shall at the request in writing of not less than one-third of the membership of the Board convene an emergency general meeting of the Board at the time and place determined by the chairperson.

(3) The chairperson shall preside at meetings of the Board and in the absence of the chairperson, a member of the Board elected by the members present from among their number shall preside.

(4) The quorum at a meeting of the Board is five members of the Board.

(5) Matters before the Board shall be decided by a majority of the members present and voting and in the event of an equality of votes, the person presiding shall have a casting vote.

(6) The Board may co-opt a person to attend a Board meeting but that person shall not vote on a matter for decision at the meeting.

(7) Proceedings of the Board shall not be invalidated by reason of a vacancy among the members of the Board or by a defect in the appointment of the members.

(8) Subject to this section, the Board shall determine the procedure for its meetings.

357. Disclosure of interest

(1) A member of the Board who has an interest in a matter for consideration by the Board shall

 (a) disclose the nature of the interest and the disclosure shall form part of the record of the consideration of the matter; and

 (b) not participate in the deliberations of the Board in respect of that matter.

(2) A member ceases to be a member of the Board, if that member has an interest in a matter before the Board and

(a) fails to disclose that interest, or

 (b) participates in the deliberations of the Board in respect of the matter.

358. Establishment of committees

(1) The Board may establish committees consisting of members of the Board or non-members or both to perform a function.

(2) Section 357 applies to members of committees of the Board.

(3) A committee of the Board composed of non-members of the Board shall be advisory.

359. Fees and allowances

Members of the Board and members of a committee of the Board shall be paid fees or allowances to be determined by the Minister in consultation with the Minister responsible for Finance.

360. Regional offices

(1) The Board shall establish regional offices of the Office of the Registrar in each regional capital within a period that the Board may determine.

(2) The Board may on the recommendation of the Registrar of Companies appointed under section 362, shut down or direct the cessation of the operation of a regional office established under subsection (1) where the exigencies so require.

(3) A regional office of the Office of the Registrar shall perform the functions of the Office of the Registrar in the region that the Board on the advice of the Registrar may direct.

361. Policy directives

The Minister may give general policy directives in writing to the Board and the Board shall comply.

Part D: Administrative and Financial Provisions of the Office of the Registrar
362. Appointment of Registrar of Companies

(1) The President shall in accordance with article 195 of the Constitution appoint a person other than the Registrar General as the Registrar of Companies to perform the functions vested by or under this Act or any other enactment.

(2) The Registrar of Companies shall hold office on the terms and conditions specified in the letter of appointment of the Registrar.

(3) Anything authorised or required to be done under this Act by the Registrar may be done by the Deputy Registrar or an Assistant Registrar and is as valid and effectual as if done by the Registrar.

363. Appointment of other staff

(1) The President shall in accordance with article 195 of the Constitution appoint

 (a) two Deputy Registrars,

 (b) Assistant Registrars, and

 (c) any other staff for the Office of the Registrar that are necessary for the proper and effective performance of the functions of the Office.

(2) The President may delegate the power of appointment of public officers in accordance with clause (2) of article 195 by directions in writing to the Board.

(3) Other public officers may be transferred or seconded to the Office of the Registrar or may otherwise give assistance to the Office.

(4) The lawyers of the Office of the Registrar are members of the Legal Service and shall enjoy the salaries and benefits attached to the respective posts.

(5) The Office of the Registrar may engage the services of experts and consultants on the recommendations of the Board.

(6) The Office of the Registrar shall designate an officer as the Secretary to the Board.

364. Funds of the Office of the Registrar

The funds of the Office of the Registrar include

 (a) moneys approved by Parliament,

 (b) fees and charges accruing to the Office of the Registrar in the performance of the functions consisting of,

(i) fees and charges in respect of services rendered by the Office of the Registrar, and

(ii) proceeds from the sale of the Companies Bulletin and other publications of the Office of the Registrar;

 (c) donations and grants,

 (d) interests from investment, and

 (e) income from any other source approved by the Minister in consultation with the Minister responsible for Finance.

365. Management of the finances of the Office of the Registrar

(1) The Registrar shall manage the finances of the Office of the Registrar, subject to the directives of the Board and in accordance with the Public Financial Management /ct, 2016 (Act 921).

(2) Despite the Ministries, Departments and Agencies (Retention of Funds) Act, 2007 (Act 735), the Public Financial Management Act, 2016 (Act 921), the Earmarked Funds Capping and Realignment Act, 2017 (Act 947) and any other relevant enactment, the Office of the Registrar is authorised to retain all moneys realised in the performance of the functions of the Office of the Registrar.

(3) The preparation and submission of estimates and the reporting and accounting of estimates are subject to the Public Financial Management Act, 2016 (Act 921).

(4) Despite any other provision in any enactment to the contrary, internally generated funds

 (a) can only be utilised when the activities on which the expenditure will be incurred have been programmed and approved in the expenditure budget of the Office of the Registrar, and

 (b) shall not be used for the payment of salaries, staff benefits and other allowances except where the allowances are directly related to the provision of services that will lead to increased revenue.

(5) The Office of the Registrar shall have an Internal Audit Unit in accordance with section 83 of the Public Financial Management Act, 2016 (Act 921).

366. Loans, bank accounts and investments

(1) Subject to the Public Financial Management Act, 2016 (Act 921 ), the Office of the Registrar may obtain loans and credit facilities that the Office requires for the implementation of the functions of the Office.

(2) The Board shall with the approval of the Controller and Accountant-General open bank accounts that the Board considers necessary, except that a bank account opened outside the country shall be subject to paragraph (b) of clause (2) of article 183 of the Constitution.

(3) The Office of the Registrar may make prudent investments in government securities as the Office considers necessary

367. Accounts and audit

(1) The Board shall keep books of account, records, returns and other documents relevant to the accounts in the form approved by the Auditor-General.

(2) The Board shall submit the accounts of the Office of the Registrar to the Auditor-General for audit at the end of the financial year.

(3) The Auditor-General shall, within six months after the end of the immediately preceding financial year, audit the accounts, submit the report to Parliament and forward a copy each of the audit report to the Minister and the Board.

(4) The financial year of the Office of the Registrar is the same as the financial year of the Government.

368. Annual report and other reports

(1) The Board shall within one month after the receipt of the audit report, submit an annual report to the Minister covering the activities and the operations of the Office of the Registrar for the year to which the report relates.

(2) The annual report shall include the report of the Auditor General, and the periodic report of the Registrar of Companies referred to in section 369, where the periodic report is due.

(3) The Minister shall, within one month after the receipt of the annual report, submit the report to Parliament with a statement that the Minister considers necessary.

(4) The Board shall also submit to the Minister any other reports which the Minister may require in writing.

Part E: General Provisions
369. Submission of periodic reports by Registrar

(1) The Registrar shall, every two years, prepare and submit a report on the operation of this Act to the Minister who shall present the report to Parliament.

(2) In the report, the Registrar shall

(a) in addition to giving general statistical information relating to the registration and dissolution of companies, report on the exercise by the Registrar of the powers of the Registrar under this Act, and

 (b) in particular, refer to the cases in which the Registrar has, under the powers conferred by this Act, waived compliance with, or modified, any of the normal provisions of this Act, and give stated reasons in each case for so doing.

370. Companies Bulletin

(1) There is established by this Act an official bulletin known as the Companies Bulletin.

(2) The Registrar shall

 (a) keep and maintain the Companies Bulletin in an accurate form as determined by the Board; and

 (b) ensure the accessibility of the Companies Bulletin in the hard copy format and the electronic format.

(3) The Companies Bulletin shall also be maintained as a secured electronic database.

371. Fees

(1) The Office of the Registrar shall, in accordance with the Fees and Charges (Miscellaneous Provisions) Act, 2009 (Act 793), prescribe fees chargeable under this Act.

(2) The Registrar shall publish in the Companies Bulletin the fees payable.

372. Documents to be translated

Where, under a section of this Act, a document is required to be prepared or registered, that document shall, unless the section otherwise provides, be in the English language.

373. Registration of documents

(1) There is established by this Act a register to be known as the Central Register to capture beneficial ownership data of legal persons and arrangements.

(2) The Registrar shall

 (a) keep and maintain the Central Register both in manual and electronic formats; and

 (b) enter in the Central Register,

(i) particulars required to be submitted for registration under subsection (2) of section 13;

(ii) particulars required to be submitted for registration under subsection (6) of section 35;

(iii) particulars required to be submitted for registration under paragraph {c)of subsection (1) of section 330; and

(iv) particulars required to be submitted for registration under subsection (2) of section 331;

(v) any other information that the Registrar may require including, information on beneficial ownership.

(3) The Registrar shall

 (a) collaborate with other authorities for purpose of maintaining, verifying and updating the Central Register;

 (b) on request and in a timely manner, make information entered in the Central Register available to the relevant authorities for inspection; and

 (c) in line with open data best practices, make an electronic format of the Central Register available to members of the public for inspection.

(4) Subject to section 378 where, under a section of this Act, a document or particulars are required to be registered by the Registrar, registration shall be effected by inserting the document or making the appropriate entries of the particulars in the register maintained at the Office of the Registrar.

(5) For the purposes of a provision of this Act, a document has not or particulars have not, been delivered to the Registrar for registration until the appropriate registration fee has been paid to the Registrar.

(6) Where the Registrar is of opinion that the document or particulars delivered to the Registrar for registration,

 (a) contain any matter contrary to law,

 (b) by reason of an error, omission or a mis-description have not been duly completed,

 (c) do not otherwise comply with the requirements of this Act, or

(d) contain an error, the Registrar may request that the document or particulars be appropriately amended or completed and re-submitted, and may refuse to register the document or particulars until appropriately amended or completed; and in that event the document has not or the particulars have not, been delivered for registration until re-submitted as appropriately amended or completed.

(7) For the purpose of this section, "competent authority" means public authorities with designated responsibilities for combating money laundering or terrorist financing, in particular, the Financial Intelligence Centre and the authorities that have the functions of investigating or prosecuting money laundering and associated predicate offences and terrorist financing.

(8) The Minister may, by legislative instrument, make Regulations to prescribe the

 (a) mode and format for the submission of particulars required to be entered in the Central Register;

 (b) procedure for companies to maintain up to date and accurate records of beneficial ownership;

 (c) procedure for collection, authentication, verification or rectification of information entered in the Central Register; and

 (d) penalty for a default in complying with reporting requirements in respect of the Central Register.

374. Prescribed forms

(1) Subject to section 378 where a section of this Act provides that a document shall be in the prescribed form, the document shall be in the form prescribed by the Registrar by legislative instrument.

(2) Where a section of this Act provides that a document shall be delivered to the Registrar for registration, the Registrar may refuse to accept the document if in the opinion of the Registrar, the document is insufficiently legible or is written on paper insufficiently durable to be suitable for registration.

(3) Where the Registrar, refuses to accept a document for registration, the document is not, for the purposes of this Act, duly delivered to the Registrar within the time prescribed by that subsection or within the extended time that the Registrar may allow for the delivery of a copy of the document, unless a copy of the document is in a form acceptable to the Registrar and duly delivered within the time prescribed or other prescribed time that the Registrar may allow for the delivery of a copy.

375. Inspection, copies and evidence of registered documents

(1) A person may,

 (a) inspect the register of particulars of charges and a document registered by the Registrar on payment of the fee prescribed for that purpose by the Registrar for each inspection of the register and documents relating to one company; or

 (b) require a certificate of the incorporation of a company or a copy of any other document, or a part of any other document, registered by the Registrar to be signed by the Registrar, on payment of the fees prescribed by the Registrar.

(2) A disclosure under this section is subject to the Data Protection Act, 2012 (Act 843) and any other relevant enactment.

(3) A process for compelling the production of a document kept by the Registrar shall not issue from a Court except with the leave of that Court, and a process if issued shall bear on the process a statement that it is issued with the leave of the Court.

(4) A copy of, or extract from, a document registered by the Registrar, certified by the Registrar to be a true copy, the official position, proof of which shall not be necessary, is admissible in legal proceedings in evidence as of equal validity with the original document.

376. Authentication of documents issued by Registrar

(1) The documents purporting to be orders, certificates, licences, approvals or revocations of those documents made or issued by the Registrar for the purposes of this Act, and purporting to be sealed with the seal of the Registrar, or be signed by the Registrar, or by a properly authorised officer, shall be received in evidence without further proof of validity unless the contrary is proven.

(2) A certificate that an order made, certificate issued, or an act done by the Registrar is the order, certificate, or act of the Registrar, is conclusive evidence of the fact so certified.

377. Enforcement of duty to make returns

(1) The Registrar or a member or a creditor of a body corporate may apply to the Court, where the body corporate or an officer or a liquidator of a body corporate, having defaulted in complying with a provision of this Act which requires the body corporate or the officer or the liquidator of a body corporate, to deliver a return, a financial statement, or any other document, or to give notice of a matter, fails to end the default within twenty-eight days after the service of a notice on the body corporate or the officer or liquidator requiring the returns, financial statement or other document or the officer or liquidator to do so.

(2) The Court may

 (a) make an order directing the body corporate and an officer of the body corporate or the liquidator to make good the default within the time that is specified in the order; and

 (b) provide that the costs of, and incidental to, the application shall be borne by the body corporate or by the officer or liquidator of the body corporate responsible for the default.

378. Electronic transactions

(1) Despite a provision of this Act and any other enactment, the Registrar may authorise

 (a) the incorporation or the registration of a company;

 (b) the reservation of a company name;

 (c) the filing of particulars;

 (d) the conversion of a company;

 (e) the filing of annual returns and financial statements;

 (f) the keeping and maintenance of a register;

 (g) arrangements, compromises, mergers, divisions and sale of undertakings;

 (h) the removal of the name of a company from the register upon cessation, dissolution or liquidation of the company;

 (i) reports on statistical data on companies;

 (j) the inspection of a register;

 (k) the registration of debentures;

 (l) the transfer of debentures;

 (m) the alteration of debentures;

 (n) the registration of a contract or agreement with respect to the issue of shares;

 (o) the registration of charges;

 (p) keeping of accounting records;

 (q) a service of a notice or document;

 (r) the dissolution of a company;

 (s) searches on a company register;

 (t) an offer to be made to the public or an invitation to make an offer to the public;

 (u) payment of fees;

 (v) the filing of any notice or document; and

 (w) the performance of any act or thing required to be done in relation to paragraphs (a) to (v) to be effected electronically in the manner and through an electronic system approved by the Registrar subject to subsection (5).

(2) With effect from the date as may be published in the Companies Bulletin, the Registrar may direct that any matter, act or thing referred to in subsection (l), or required to be done under this Act, shall be submitted or done electronically.

(3) For the purpose of facilitating the operation of a system of dematerialised or immobilised securities electronically, a security shall not have a distinctive number.

(4) Every new company incorporated after the commencement of this Act, that has a website, shall endeavour to post on that website any information required to be filed with the Office of the Registrar.

(5) The Registrar shall inform clients that desire to transact business with the Registrar electronically, of the electronic system intended to be used as the medium for the electronic communication and obtain the written consent of the client concerned to use the designated electronic system.

(6) Without limiting subsections (2) and (3), a document or information may be sent in electronic form to a person, a company, member or officer of a company, by the Registrar through an electronic system for the performance of any act or thing under this Act if

 (a) the intended recipient has consented in writing to the despatch and receipt of the document or information as a substitute for the hard copy form, at a designated electronic address to and from the party responsible for sending it; or

 (b) it is required by law to receive a document or information in electronic form.

(7) The Minister may by legislative instrument make Regulations

 (a) to prescribe the mode of electronic transactions

(i) between companies and the general public;

(ii) between companies and regulatory agencies;

(iii) between companies; and

(iv) within a company;

 (b) for application procedures for incorporation and registration matters by electronic filing;

 (c) to provide for the use of documents reproduced electronically or by other means by the Registrar as original documents despite any enactment to the contrary;

 (d) for electronic record keeping of documents by companies;

 (e) for procedures for the authentication of electronic documents by companies;

 (f) for the use of websites and electronic filing addresses for the purposes of this Act;

 (g) for the format for electronic filing of statutory forms and documents;

 (h) to prescribe the payment systems for electronic filing, electronic searches and electronic downloads of requested documents from the Registrar;

 (i) for the destruction of any documents that has been recorded or stored electronically or by other means;

(j) to give effect to and ensure the efficient operation of any device or facility of the kind referred to in subsection (i); and

 (k) required for the purposes of electronic transactions under this Act.

(8) Where in an enactment a person is required to provide evidence of a transaction in respect of a matter specified in this Act, proof of that matter as transacted electronically in the manner approved by the Registrar shall suffice.

 (a) For purposes of this section,

"electronic transaction" means a transaction by an electronic agent;

"electronic agent" means a computer programme or an electronic or other automated means used independently to initiate an action or respond to electronic records or performances in whole or in part, in an automated transaction; and

"automated transaction" means an electronic transaction conducted or performed in whole or in part, by means of electronic records in which the conduct or electronic records of one or both parties are not reviewed by an individual in the ordinary course of business or employment of the individual.

379. Power of Registrar to obtain directions of the Court

The Registrar may apply to the Court for directions in relation to a matter arising in connection with the functions of the Registrar under this Act, and on that application, the Court may give the appropriate directions or make the appropriate order.

380. Extension to bodies corporate not registered under this Act

The Minister may, by legislative instrument, direct that any of the provisions of this Act shall apply to a body corporate formed in the Republic otherwise than under this Act or to certain classes of those bodies corporate or to certain named bodies corporate formed in the Republic, as specified in the instrument, as if they were companies registered under this Act.

 

381. Regulations

(1) The Minister may on the advice of the Board, by legislative instrument, make Regulations regulating the exercise by the Registrar of any of the powers and discretions conferred on the Registrar by this Act.

(2) Regulations made under subsection (1) shall include regulations

 (a) to provide for the payment to the Registrar of moneys for the publication of matters required by this Act to be published in the Companies Bulletin by the Registrar,

 (b) in respect of matters required to be prescribed by the Registrar,

 (c) for classifying companies as large, medium or small to grant waivers and exemptions under this Act,

 (d) to prescribe the template for beneficial ownership data required to be submitted to the Registrar,

 (e) to amend Part One of the Ninth Schedule in respect of statement in lieu of prospectus and financial position and report to accompany the statement,

 (f) to prescribe thresholds for the effective application of section 373 of this Act; and

 (g) to prescribe administrative and other penalties for offences committed under this Act.

(3) Without limiting subsection (1), the Minister may, on the advice of the Board, by legislative instrument, make Regulations to provide for any other matter necessary for the effective implementation of the provisions of this Act.

382. Guidelines

(1) The Registrar of Companies may issue directives and guidelines to give full effect to the provisions of this Act.

(2) The guidelines shall be published in the Companies Bulletin and any daily newspaper of national circulation.

383. Interpretation

In this Act, unless the context otherwise requires, the expressions defined in the First Schedule have the meanings assigned to them in that Schedule.

384. Repeals and savings

(1) The Companies Act, 1963 (Act 179) as amended by

 (a) the Companies (Amendment) Act, 1994 (Act 474),

 (b) the Companies (Amendment) Act, 1997 (Act 531),

 (c) the Companies (Amendment) Act, 2012 (Act 835), and

 (d) the Companies (Amendment) Act, 2016 (Act 920) are hereby repealed.

(2) Despite the repeal of the Companies Act, 1963 (Act 179), the Regulations, by-laws, notices, orders, directions, appointments or any other act lawfully made or done under the repealed enactment and in force immediately before the commencement of this Act, shall be considered to have been made or done under this Act and shall continue to have effect until reviewed, cancelled or terminated.

(3) Any register, fund and account kept immediately before the commencement of this Act and every document prepared or issued under the Companies Act, 1963 (Act 179) shall continue in force as if kept, prepared or issued under the corresponding provision of this Act.

385. Transitional provisions

(1) On the commencement of this Act, the Office of the Registrar established under section 351, shall assume the status of a Category III subvented agency as classified under the Subvented Agencies Act, 2006 (Act 706) and operate under the Ministry responsible for Justice.

(2) The rights, assets and liabilities accrued in respect of the properties vested in the Registrar-General's Department established under the Civil Service (Structure) Regulations, 1961 (L.I. 139) in relation to the registration and regulation of companies in existence immediately before the commencement of this Act are transferred to the Office of the Registrar established under section 351 of this Act and accordingly proceedings relating to the establishment or regulation of companies taken by or against the Registrar-General may be continued by or against the Office of the Registrar.

(3) The President shall, in accordance with the advice of the Board given in consultation with the Public Services Commission and within a period the President shall determine on the commencement of this Act, transfer to the Office of the Registrar the number as the President may determine, of personnel seconded to or employed for or by the Registrar-General's Department immediately before the commencement of this Act.

(4) Where a person to whom subsection (3) applies is not transferred under that subsection, the Legal Service shall deal with the appointment as it considers fit.

(5) The President may delegate the power of appointment under subsection (3) in accordance with clause (2) of article 195 of the Constitution.

(6) A transfer to the Office of the Registrar shall for the purposes of pension and other retirement benefits constitute a continuous service in the Legal Service.

(7) The terms and conditions of service of a person transferred to the Office of the Registrar under subsection (3) shall not be less favourable than those applicable to that person immediately before the commencement of this Act.

(8) A contract relating to the establishment and regulation of companies subsisting between the former Registrar-General's Department and another person and in effect immediately before the commencement of this Act shall subsist between the Office of the Registrar and that other person.

(9) A matter specified under section 378 in respect of which a transaction may be effected electronically on the commencement of this Act, shall after five years from the commencement date of this Act be effected electronically only.

(10) Section 378 does not affect the validity of anything done manually relating to the operation of companies established before the commencement of this Act.

386. Application of the Electronic Transactions Act, 2008 (Act 772)

The Electronic Transactions Act, 2008 (Act 772) shall be read as one with section 378 of this Act and where there is a conflict between section 378 and Act 772, section 378 of this Act shall prevail.

387. Commencement

The Office of the Registrar of Companies shall be established within two years of the coming into force of this Act.

FIRST SCHEDULE

(Section 383) Definitions

In this Act, unless the context otherwise requires,

"acquire" in relation to securities,

(a) means that securities are obtained whether from the body corporate whose securities they are or from a former holder and whether for cash or for a consideration other than cash or for no consideration, and

(b) except where the context otherwise requires, includes an agreement to acquire;

"alternate director" has the meaning assigned to it by section 181;

"annual return" means the return required to be made under section126;

"approved stock exchange" means a body corporate approved as a stock exchange under the Securities Industry Act, 2016 (Act 929);

"arrangement" includes a re organisation of the authorised shares of a company by the

(a) consolidation of shares of different classes;

(b) division of shares into shares of different classes; or

(c) combination of the methods referred to in paragraphs (a)and (b);

"asset" means any kind of property or any legal or equitable right;

"associated company" where used in this Act to describe the relationship of one body corporate to another means that the body corporate so described is the subsidiary or holding company of that other, or a subsidiary of that other's holding company, or a holding company of that other's subsidiary;

"beneficial owner" means an individual

(a) who directly or indirectly ultimately owns or exercises substantial control over a person or company;

(b) who has a substantial economic interest in or receives substantial economic benefits from a company whether acting alone or together with other persons;

(c) on whose behalf a transaction is conducted; or

(d) who exercises significant control or influence over a legal person or legal arrangement through a formal or informal agreement;

"benefits" in relation to a director

(a) includes a fee, percentage or other payment, and the monetary value of any consideration, allowance or perquisite, given directly or indirectly, to the director in relation to the management of the affairs of the company or of a related company, whether as a director or otherwise; but

(b) does not include an amount given in payment or reimbursement of out-of-pocket expenses incurred for the benefit of the company;

"body corporate" means a corporation formed under this Act or otherwise and whether in Ghana or elsewhere but does not include a corporation sole such as an incorporated office;

"book" includes any account, deed, writing or document, and any other record of information however compiled, recorded or stored;

"buy", in relation to securities means

(a) an acquisition of the securities for cash; or

(b) an agreement to acquire those securities;

"calls" means a sum which the company has validly resolved to call up in respect of any shares issued with an unpaid liability and whereby the terms of issue of a share a sum becomes payable on application, allotment or at any fixed date that sum is a call duly made and payable on the date on which by the terms of issue the same become payable;

"capitalisation issue" bas the meaning assigned to it by subsection (l)of section 77;

"charge" includes a security on property or a mortgage whether legal or equitable statement to the effect that it is a true and complete copy of the original or, an accurate translation of the original, under the seal of the company or signed by a director and the Company Secretary;

"Commission" means the Securities and Exchange Commission;

"company" means a body formed and registered under this Act; "company limited by shares" and "company limited by guarantee" have the meanings assigned to them in section 7;

"Company Secretary" includes a person occupying the position of secretary by whatever name called;

"compromise" means an agreement between a company and its creditors including

(a) cancelling all or part of a debt of the company;

(b) varying the

(i) rights of creditors; or

(ii) terms of a debt of the company; and

(c) relating to an alteration of the constitution of the company, that affects the ability of the company to pay a debt of the company.

"constitution" includes

(a) a registered constitution of a company duly delivered in accordance with section 23; and

(b) the constitution of a company as specified in the Second, Third and Fourth Schedules;

"contribution" in relation to a pension scheme, includes the payment of an insurance premium, paid for the purposes of the scheme by or in respect of persons rendering services in respect of which pensions will or may become payable under the scheme, but does not include a payment in respect of two or more persons if the amount paid in respect of each of them is not ascertainable;

"Court" means the High Court;

"debenture" includes

(a) a written acknowledgment of indebtedness issued by a company in respect of a loan made or co be made to it or to any other person or money deposited or to be deposited with the company or any other person or the existing indebtedness of the company or any other person whether constituting a charge on any of the assets of the company or not;

(b) debenture stock;

(c) convertible debenture;

(d) a bond or an obligation;

(e) loan stock;

(f) an unsecured note; or

(g) any other instrument executed, authenticated, issued or created in consideration of such a loan or existing indebtedness;

(h) but does not include

(i) a bill of exchange;

(ii) a promissory note;

(iii) a letter of credit;

(iv) an acknowledgment of indebtedness issued in the ordinary course of business for goods or services supplied;

(v) a policy of insurance; or

(vi) a deposit certificate, pass book or other similar document issued in connection with a deposit or current account at a banking company;

"default" means the failure to comply with a provision of this Act and being liable to a fine or penalty or to pay damages or compensation or to discharge a debt or obligation;

"delivery" includes electronic delivery;

"derivative actions" has the meaning assigned to it in section 201;

"director" in relation to a company, has the meaning assigned to it by section 170 and in relation to any other body corporate means a person whose position in relation to that body corporate is one that that person would be a director of the body corporate if that body corporate were a company;

"dispose" in relation to any securities means

(a) that the securities are parted with whether to the body corporate to which the securities belong or to any other person and whether for cash or for a consideration other than cash or for no consideration; or 

(b) an agreement to part with securities except where the context otherwise requires;

"distribution test" includes circumstances where

(a) a company is able to pay its debts as they fall due; and

(b) the amount or value of any payment, return or distribution made by the company does not exceed its retained earnings immediately before the making of the payment, return or distribution;

"division" means a scheme by which the undertaking, property and liabilities of a company, in respect of which a compromise or an arrangement is proposed, arc to be divided among and transferred to two or more companies which are either

(a) existing companies; or

(b) new companies;

"document" includes

(a) a written expression in any form; 

(b) writing on any material;

(c) a book, graph or drawing; and

(d) information recorded or stored by any electronic or other technological means and capable, with or without the aid of equipment, of being reproduced;

"equity share" has the meaning assigned to it by section 51;

"external company" has the meaning assigned to it by section 329;

"financial statement" in relation to a company includes a

(a) statement of financial position;

(b) statement of comprehensive income;

(c) statement of changes in equity;

(d) statement of cash flows; and

(e) description of significant accounting policies, and explanatory notes to the financial statement of a company prepared in compliance with International Financial Reporting Standards approved or adopted by the Institute of Chartered Accountants, or any other standards approved or adopted by the Institute;

"financial year" means the period covered by the statement of comprehensive income of the company in accordance with section 129;

"floating charge" has the meaning assigned to it by section 90;

"in default" means that the person concerned knowingly authorises or permits the default, refusal or contravention mentioned in the section;

"infant" means a natural person under the age of eighteen years or any other age that is declared by an enactment to be of full age for legal purposes;

"insolvency practitioner' means a person who

(a) acts as a receiver under this Act;

(b) acts as a manager under this Act;

(c) acts as an administrator under this Act;

(d) acts as a trustee in bankruptcy under the Insolvency Act,2006 (Act 708); or

(e) acts as a liquidator in bankruptcy under the Bodies Corporate(Official Liquidations) Act, 1963 (Act 180); and

(f) demonstrates proof of a professional indemnity insurance;

"liquidator" means the person appointed to wind up a body corporate;

"local manager" in relation to an external company, has the meaning assigned to it by section 332;

"major transaction" bas the meaning assigned to it in section 145;

"manager" includes a receiver and a person appointed to perform the functions referred to in subsections ( l) and (2) of section 266;

"managing director" means a director to whom has been delegated the powers of the board of directors, to direct and administer the business of the company;

"merger" includes merger by

(a) absorption by which the undertaking, property and liabilities of one or more companies, including the company in respect of which a scheme is proposed, are to be transferred to another existing company; or

(b) formation of a new company by which the undertaking, property and liabilities of two or more companies, including the company in respect of which the scheme is proposed, are to be transferred to a new company and the consideration envisaged for the transfer is shares in the transferee company receivable by a member of the transferor company with or without any cash payment to that member;

"Minister" means the Minister responsible for Justice;

"non-Ghanaian" means an association incorporated or to be incorporated outside the Republic ;

"notarise" means to officially witness and sign a document required for certification that may be used as proof or evidence of certain facts;

"Office of the Registrar" means the body corporate established as the Office of the Registrar of Companies established under section 351of this Act;

"officer" in relation to a body corporate includes any director, secretary or employee of that body corporate and a receiver and manager of a part of the undertaking of that body corporate, appointed under a power contained in an instrument, and a liquidator of a company appointed in a members' voluntary winding up, but does not include a receiver, not being a manager, a receiver and manager appointed by the Court, or a liquidator appointed under the provisions of the Bodies Corporate (Official Liquidations) Act, 1963 (Act180), or an auditor of a company;

"Official Trustee" means the Registrar of Companies;

"ordinary resolution" means a resolution passed by a simple majority of votes cast by the members of the company who, being entitled so to do, vote in person or, where proxies are allowed, by proxy at a general meeting;

"payment in cash" has the meaning assigned Lo it by section 48;

"penalty unit" means the pecuniary value of a fine provided for in the Interpretation Act, 2009 (Act 792);

"pension" means any superannuation allowance, superannuation gratuity, or similar payment;

"pension scheme" means a scheme for the provision of pensions in respect of services as an officer of a company which is maintained in whole or in part by contributions;

"politically exposed person" includes

(a) a person who is or has been entrusted with a prominent public function in this country, a foreign country or an international organisation including

(i) senior political party official, government, judicial or military official;

(ii) a person who is or has been an executive of a State owned company;

(iii) a senior political party official in a foreign country; and

(b) an immediate family member or close associate of a person referred to in paragraph (a);

"preference share" has the meaning assigned to it by section 5 l;

"prescribed form" has the meaning assigned to it by section 374;

"private company" and "public company" have the meanings assigned to them in section 7;

"private liquidation" has the meaning assigned to it by section 276;

"process agent" in relation to external companies has the meaning assigned to it by section 330;

"Producer Price Index" means an index that measures the average change over time in the prices received by domestic producers of goods and services in the wholesale market as calculated by the Ghana Statistical Service;

"professional body" means a professional body registered under the Professional Bodies Registration Act, 1973 (N.R.C.D. 143);

"purchase" in relation to securities means an acquisition of securities for cash and except where the context otherwise requires, includes an agreement to buy;

"receiver" includes a manager and a person appointed to perform the functions referred to in subsection (1) of section 266;

"registration" has the meaning assigned to it by section 3 73;

"registration officer" has the meaning assigned to it by subsection (12)of section 35;

"registered constitution" means the document registered with the Registrar under section 23 as representing the constitution of a company;

"Registrar" includes

(a) the Office of the Registrar of Companies; and

(b) the Registrar of Companies appointed in accordance with section 362 where the context otherwise requires;

"representative actions" has the meaning assigned to it in section 205;

"Republic" means the Republic of Ghana;

"reserves" has the meaning assigned to it by section 70;

"resolution requiring confirmation" has the meaning assigned to it by subsection (2) of section 78;

"retained earnings" has the meaning assigned to it by section 71;

"seal" means the common seal of a company;

"securities" include

(a) shares or debentures;

(b) securities of the Government or any country or territory outside Ghana;

(c) rights or interests, whether described as units or otherwise under a unit trust; and

(d) rights, whether actual or contingent in respect of money lent to or deposited with, a person that is not a body corporate licensed, under the Banks and Specialised Deposit-Taking Institutions Act, 2016 (Act 930) or any other enactment to carry on banking business;

"sell" in relation to securities means a disposal of securities for cash and except where the context otherwise requires, includes an agreement to sell;

"shares" mean the interests of members of a body corporate who are entitled to share in the capital or income of the body corporate;

"solvent" in relation to a body corporate means the ability to pay its debts as they fall due;

"special resolution" has the meaning assigned to it in paragraph 14 of the Eighth Schedule;

"stated capital" has the meaning assigned to it by section 68;

"stock exchange" means anybody corporate or association of persons operating an exchange or market on which securities are acquired and disposed of;

"subscribe" in relation to securities includes

(a) the purchase of those securities from the body corporate whose securities they are, and

(b) an agreement to purchase those securities from the body corporate whose securities they are;

"subscriber" in relation to a body corporate means a person who applies for the incorporation of a company;

"subsidiary" and "holding company" means a body corporate that is the subsidiary of another and that other is its holding company if,

(a) that other body corporate by the exercise of a power directly or indirectly vested in it, whether by virtue of the beneficial ownership of shares or otherwise, can appointor remove or procure the appointment or removal of all or not less than half of its directors for the time being or can prevent the appointment or removal of all or not less than half of its directors; but

(i) a power exercisable in a fiduciary capacity for another person shall be treated as exercisable by that other person and not by the fiduciary;

(ii) a power exercisable by virtue of shares held by way of security only for the purpose of a transaction entered into in the ordinary course of business of that other body corporate shall be disregarded; and

(iii) a body corporate has a power to appoint a director of another body corporate if the appointment of that person as director of that other body corporate necessarily follows from that person's appointment as director or other officer of that first named body corporate; or

(b) it is a subsidiary of a body corporate which is that other's subsidiary;

"substitute director" has the meaning assigned to it by section 180;

"treasury shares" has the meaning assigned to it by subsection (5) of section 61;

"unlimited company" has the meaning assigned to it in section 7;

"untrue statement" means a statement which is false or misleading in the form, context or circumstances in which it was made having regard to a failure to state other facts;

"vendor" means a person who has entered into a contract, absolute or conditional, for the sale or leasing, of a property or for the granting of an option to purchase or lease, a property;

"wholly owned subsidiary" means where a holding company is beneficially entitled, whether the registered holder or not, to all the issued shares of any of its subsidiaries that subsidiary is the wholly owned subsidiary of that holding company;

"winding up under an order of a Court" has the meaning assigned to it by section 274;

"written" includes

(a) the recording of words in a permanent or legible form; and

(b) the display of words by any form of electronic or other means of communication in a manner that enables the words to be readily stored in a permanent form and with or without the aid of any equipment to be retrieved and read; and

"written communication" includes communication by registered post, and electronic communication, but excludes oral communication.

SECOND SCHEDULE

(Sections 24, 25, 27 and 301)

Constitution for a Private Company Limited by Shares

  1. Pursuant to section 18 of this Act, a company has the powers of a natural person of full capacity.
  2. The powers of the board of directors are limited in accordance with sections 189 and 195 of this Act.
  3. The liability of the members of the company is limited.
  4. The company is a private company and accordingly

(a) the right co transfer shares is restricted in that the directors may, in their absolute discretion and without assigning areas on, decline to register a transfer of a share;

(b) the number of members and debenture holders of the company, exclusive of persons who are genuinely in the employment of the company and of persons who having been formerly genuinely in the employment of the company were while in that employment and have continued after the determination of the employment to be members or debenture holders of the company, is limited to fifty, but where two or more persons hold one or more shares or debentures jointly, they shall for the purposes of this clause be treated as a single member;

(c) the company is prohibited from making an invitation to the public to acquire any of the shares or debentures of the company;

(d) the company is prohibited from making an invitation to the public to deposit money for fixed periods or payable at call whether bearing or not bearing interest.

Shares and variation of rights

  1. The company may, by a special resolution amend this constitution

(a) to increase the number of the shares by creating new shares;

(b) to reduce the number of shares of the company by cancelling shares which have not been taken or agreed to be taken by a person, or by consolidating the existing shares, whether issued or not, into a smaller number of shares;

(c) to provide for different classes of shares by attaching to certain of the shares preferred, deferred or other specialrights or restrictions whether with regard to dividend,voting, repayment or otherwise, but the voting rights ofequity shares shall comply with sections 34 and 53 of thisAct and the voting rights of preference shares shall complywith sections 34 and 52 of this Act; and

(d) in accordance with section 61 of this Act to create preference shares which are, at the option of the company liable, to be redeemed on the terms and in the manner that may be provided, but subject to compliance with sections 62 to 65of the Act.

  1. (1) The company shall not issue any new or unissued shares for cash unless the shares are offered in the first instance to the members or to the members of the class or classes of shares being issued in proportion as nearly as may be to the existing holdings of the members.

(2) The offer to the existing members shall be by notice specifyingthe number of shares to which a member is entitled to subscribeand within a specified time, not being less than twenty-eight daysafter the date of service of the notice, after the expiration of whichthe offer, if not accepted, will be deemed to be declined.

(3) After the expiration of that time, or on receipt of an intimationfrom the member that the member declines to accept the sharesoffered, the board of directors may, subject to the terms of a resolutionof the company and to section 189 of this Act dispose of theshares at a price not less than that specified in the offer in themanner that the board of directors think most beneficial to the company.

(4) This clause is not alterable except with the unanimous consentof the members of the company.

  1. Where the shares are divided into different classes, the rightsattached to a class may be varied with the written consent of theholders of at least three-fourths of the issued shares of that class orthe sanction of special resolution of the holders of the shares ofthat class.
  2. Subject to compliance with sections 62 to 65 of this Act, the company may exercise the powers conferred by section 61 of this Act to,

(a) purchase its own shares;

(b) acquire its own shares by a voluntary transfer to the company or nominees of the company;

(c) forfeit in accordance with this constitution any shares issued with an unpaid liability for non-payment of calls or other sums payable in respect of those shares.

9. The company may pay commission or brokerage to a person inconsideration of that person subscribing or agreeing to subscribe or agreeing to procure subscriptions for any shares in the company provided that, the payment does not exceed ten percent of the price at which the shares are issued.

10. Share certificates shall be issued in accordance with section 55 of this Act.

Calls on shares

11. (1) Where shares are issued on the terms that a part of the price payable for the shares is not payable at a fixed time, the board of directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares, provided that, a call shall not be payable less than twenty-eight days from the date fixed for the payment of the last preceding call, and each member shall, subject to receiving not less than fourteen days notice specifying the time and place of payment, pay to the company at the time and place so specified, the amount called upon the shares of that person.

(2) A call may be revoked or postponed as the directors may determine.

  1. A call is made at the time when the resolution of the directorsauthorising the call is passed and may be required to be paid by instalments.
  2. The joint holders of a share are jointly and severally liable to pay all calls in respect of that share.
  3. If a sum called in respect of a share is not paid before or on the day appointed for payment, the person from whom the sum is due shall pay interest on that sum from the date appointed for payment to the time of actual payment at the yearly rate not exceeding five percent as the board of directors may determine, but the board of directors shall be at liberty to waive payment of the interest in wholeor in part.
  4. A sum which by the terms of issue of a share becomes payable on application for the shares or on allotment, or at a fixed date is, for the purposes of this constitution, a call duly made and payable on the date on which by the terms of issue the sum becomes payable, and in the case of non-payment, all the relevant provisions of this constitution as to payment of interest and expenses, forfeiture, sale or otherwise shall apply as if the sum had become payable by virtue of a call duly made and notified.
  5. As between shares of the same class the company shall not differentiate between the holders as to the amount of calls to be paid or the times of payment.
  6. If the company receives from a shareholder all or any part of the moneys not presently payable or called upon any shares held by the member, the sum shall not be treated as a payment in respect of the shares until the sum becomes due and payable on those shares and in the meantime, shall be deemed to be a loan to the company upon which the company may pay interest at the rate prevailing as maybe agreed between the board of directors and the member.

Forfeiture of shares

  1. Where a shareholder fails to pay any call or instalment of a call, including a sum which is a call under clause 15, the board of directors may at any time after the failure during the time that a part of the call or instalment remains unpaid, serve a notice on the member requiring payment of so much of the call or instalment as is unpaid, together with the interest which may have accrued.
  2. The notice shall state a further day not earlier than the expiration of fourteen days from the date of service of the notice on or before which the payment required by the notice is to be made, and shall state that, in the event of non-payment at or before the times appointed, the shares in respect of which the call was made will be liable to be forfeited.
  3. If the requirements of the notice are not complied with, a share in respect of which the notice was given may, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect.
  4. A forfeited share may be cancelled by alteration of this constitution or may be retained as a treasury share until sold or otherwise disposed of on the terms and in the manner that the board of directors considers fit.
  5. A person whose shares have been forfeited ceases to be a member in respect of the forfeited shares and is bound to surrender to the company for cancellation the share certificate or certificates in respect of the shares so forfeited but shall, despite that, remain liable to pay to the company the moneys which, at the date of the forfeiture, were payable by that person to the company in respect of the shares, but that liability shall cease if and when the company receives payment in full of the moneys in respect of the shares.
  6. A statutory declaration in writing that the declarant is a director or the Company Secretary and that a share in the company has been duly forfeited on the date stated in the declaration, is conclusive evidence of the facts stated in the declaration as against the persons claiming to be entitled to the share.

Lien

  1. (l) The company shall have a first and paramount lien on all sharesissued with an unpaid liability for the moneys, whether presentlypayable or not, called or payable at a fixed time in respect of that share.

(2) The lien of the company extends to the dividends payable onthe shares.

  1. Where a sum in respect of which the company has a lien is presentlypayable by the board of directors, after serving the noticerequired by clauses 18 and 19 of this Schedule, the company may atany time before the payment required by the notice has been made,sell a share on which the company has the lien instead of forfeitingthe share in accordance with clause 18.
  2. (1) To give effect to a sale under clause 25, the board of directors may authorise a person to transfer the shares sold to the purchaser of those shares.

(2) The purchaser shall be registered as the holder of the share statedin the transfer and the purchaser is not bound to see to the applicationof the purchase money nor shall the title of the purchaser tothe shares be affected by an irregularity or invalidity in the proceedingsin reference to the sale.

  1. The proceeds of the sale shall be received by the company and applied in payment of the part of the amount in respect of which the existing payable lien, and the residue shall, subject to a like lien for sums not presently payable, as existed upon the shares before the sale, be paid to the person entitled to the share at the date of the sale but, the company is not bound to make the payment unless and until that person has surrendered to the company for cancellation, the share certificate or certificates relating to the shares so sold.

Transfer and transmission of shares

  1. Subject to clause (4) (a) shares shall be transferable and transfers shall be registered in the manner provided by sections 98 and 101of this Act.
  2. In the event of the death of a member or in the event of the ownership of a share devolving upon a person by reason of that person being the legal personal representative, receiver, or trustee in bankruptcy of the holder, or by operation of law, section 102 of this Act shall apply.

Dividends

  1. The company may, by ordinary resolution, declare dividends in respect of a year or any other period but, a dividend shall not exceed the amount recommended by the board of directors.
  2. A dividend shall not be paid unless,

(a) the company will, after the payment, be able to pay its debts as they fall due; and

(b) the amount of the payment does not exceed the amount of the retained earnings of the company immediately before making of the payment.

  1. The board of directors may, before recommending a dividend, set aside out of the profits or retained earnings of the company, the sums that the board of directors think proper in order to provide for a known liability, including a disputed or contingent liability,or as a depreciation or replacement provision and may, carry forwardany profits or retained earnings which the board of directorsmay consider prudent not to distribute.
  2. Dividends shall be declared and paid as a fixed sum for each share and not as a proportion of the amount paid in respect of a share.
  3. The board of directors may deduct from a dividend payable to a member the sums of money presently payable by the member to the company in respect of the shares of the member.
    1. (1) A dividend payable in cash may be paid by cheque or warrant sent by post directed to the registered address of the member or, in the case of joint holders, to the registered address of the one who is first named on the register of members, or to the person and to the address that the holder or joint holders may in writing direct.

(2) The cheque or warrant shall be made payable to the order ofthe person to the whom the cheque or warrant is sent.

(3) Any one of two or more joint holders may give effectualreceipts for any dividends.

(4) A dividend payment shall be accompanied by a statement showingthe gross amount of the dividend, and the tax deducted or deemed to be deducted from the gross amount.

  1. A dividend shall not bear interest against the company.

Capitalisation Issues and Non-Cash Dividends

  1. The company, on the recommendation of the directors, may exercise the powers conferred by section 77 of this Act, to

(a) make capitalisation issues of shares in accordance with subsection (1) of section 77,

(b) resolve, in accordance with subsection (3) of section 77 that, a sum standing to the credit of the retained earnings of the company and which could have been distributed by way of dividend shall be applied in paying up amounts for the time being unpaid on shares,

(c) direct, in accordance with subsection (4) of section 77 that, payment of a dividend shall be, wholly or partly, by distribution of securities for money or fully paid shares or debentures of another body corporate or of fully paid debentures of the company.

Accounts and audit

  1. Auditors, qualified in accordance with section 138 of this Act, shall be appointed and their duties regulated in accordance with sections139 to 143 of this Act.
  2. The board of directors shall cause proper books of account to be kept and financial statements to be prepared, audited and circulated in accordance with sections 127 to 137 of this Act.

General meetings and Resolutions

  1. The powers of the members in general meeting shall be as stated in section 144 of this Act.
  2. Annual general meetings shall be held in accordance with section157 of this Act.
  3. Extraordinary general meetings may be convened by the directors whenever the directors think fit in accordance with section 158 of this Act and shall be convened by the directors on a requisition of members in accordance with section 299 of this Act.
  4. Notice of general meetings shall be given in accordance with sections160 and 168 and paragraphs 2 to 6 of the Eighth Schedule to the Act and accompanied by any statements required to be circulated with the notice in accordance with section 168 and paragraphs5 and 6 of the Eighth Schedule of this Act.
  5. Meetings may be attended by the persons referred to in section 157of this Act but a member shall not be entitled to attend unless all calls or other sums presently payable by that member in respect of shares in the company have been paid.
  6. The quorum required for a general meeting shall be as stated in paragraph 8 of the Eighth Schedule to this Act.
  7. (1) In accordance with paragraph 9 of the Eighth Schedule of this Act, a member entitled to attend and vote at a meeting of the company is entitled to appoint another person, whether a member of the company or not, as a proxy to attend and vote instead of that member, and the proxy shall have the same rights as the member to speak at the meeting.

(2) An instrument appointing a proxy shall be in the following formor a form as near to this form as circumstances admit.

"John Mensah & Co., Limited

I/We............................... of...............................being a member/members of the above-named company hereby appoint...................................... of ............................ or failing him/her as my/our proxy to vote for me/us on my I our behalf at the annual/extraordinary general meeting of the company to be held on the.................... day of 20.................. and at any adjournment thereof.

Signed this day of 20..........................

This form is to be used:

*In favour of resolution numbered 1against

*In favour of resolution numbered 2 against"

[Delete if only one resolution is to be proposed; add further instructionsif more than two resolutions are to be proposed.]

Unless otherwise instructed, the proxy will vote as the proxy thinks fit.

*Strike out whichever is not desired.

  1. A body corporate which is a member of the company may attend and vote by proxy or by a representative appointed in accordance with paragraph 11 of the Eighth Schedule to this Act.
  2. (1) Meetings shall be conducted in accordance with paragraphs 12to 19 of the Eighth Schedule to this Act.

(2) On a poll being demanded, the chairperson of the meeting shall not be required to direct a postal ballot in accordance with subparagraphs(f),(g) and (h) of paragraph 16 of the Eighth Schedule to this Act unless the chairperson thinks fit or an ordinary resolution to that effect is moved at the meeting and passed on a show of hands.

  1. In accordance with section 163 of this Act a resolution in writing signed by the members for the time being entitled to attend and vote at general meetings, or being bodies corporate by their duly authorised representatives, and if the company has only one member entitled to attend and vote, the vote by that member shall be as valid and effective for all purposes, except as provided by section163, as if the resolution had been passed at a general meeting of the company duly convened and held, and if described as a special resolution shall be deemed to be a special resolution within themeaning of this Act.
  2. Minutes of general meetings shall be kept in accordance with section166 of this Act.
  3. If at any time the shares of the company are divided into different classes, this constitution shall apply to a meeting of a class of members in like manner as the constitution apply to general meetings but the necessary quorum shall be as set out in section 164 of the Act.

Votes of members

  1. Subject to any rights or restrictions for the time being attached to a class of preference shares and which may be validly attached, that class, pursuant to section 51 of this Act,

(a) on a show of hands each member and each proxy lawfully present at the meeting shall have one vote, and on a poll each member present in person or by proxy shall have one vote for each share held by that member; or

(b) in the event of a postal ballot being directed pursuant to subparagraphs (f), (g) and (h) of paragraph 16 of the Eighth Schedule to this Act, each member entitled to attend and vote at the meeting shall have one vote for each share held by that member.

Directors

  1. The number of directors, not being less than two or more than five,shall be determined by ordinary resolution of the members in general meeting and until so determined shall be two.
  2. The continuing directors may act despite a vacancy in the number of directors but if and so long as their number is reduced below two or below the number fixed by the directors as the necessary quorum, they may act for four weeks after the number is so reduced, but after that, may act only for the purpose of increasing the number of directors to that number or of summoning a general meeting of the company and for no other purpose.
  3. The appointment of directors shall be regulated by sections 172 and300 of this Act.
  4. The persons referred to in section 173 of the Act shall not be competent to be appointed directors of the company.
  5. A director need not hold any shares in the company.
  6. The office of director shall be vacated in accordance with section175 of this Act and a director may be removed from office in accordance with section 176 of this Act.
  7. (1) The company may appoint substitute directors in accordance with section 180 of this Act and a director may appoint an alternate director in accordance with section 181 of this Act.

(2) An alternate director shall not be entitled to be remuneratedotherwise than out of the remuneration of the director appointingthat alternate director.

  1. At least one director of the company shall at all times be resident in Ghana.
  2. The remuneration payable 10 a director in whatever capacity shall be determined or approved by the members in general meeting in accordance with section 185 of this Act.
  3. The proceedings of the directors shall be regulated by section 188 of this Act and the board of directors may delegate any of their powers to committees of the directors in accordance with that section.
  4. Minutes of meetings of the board of directors and of a committee of directors shall be kept in accordance with section 188 of this Act.

Powers and duties of directors

  1. (1) The business of the company shall be managed by the directorswho may pay all expenses incurred in promoting and registeringthe company.

(2) Subject to section 189 of this Act, the board of directors mayexercise the powers of the company, including power to borrowmoney and to mortgage or charge the property of the companyand undertaking or a part of the property and undertaking and toissue debentures, which are not by the Act or this constitutionrequired to be exercised by the members in general meeting.

  1. In a transaction with the company or on behalf of the company and in the exercise of powers, the directors shall observe the duties and obligations imposed on them by sections 190 to 192 of this Act.
  2. Subject to compliance with section 194 of this Act, a director may enter into a contract with the company and the contract or any other contract of the company in which a director is in any way interested, shall neither be liable to be avoided nor shall a director be liable to account for a profit made by virtue of that contract, by reason of the director holding the office of director or of the fiduciary relationship established by the status as a director.
  3. A director may act personally or by the firm of that director in a professional capacity for the company, except as auditor, and the director or the firm shall be entitled to proper remuneration for professional services as if the director were not a director.

Executive and managing directors

  1. The board of directors may exercise the powers conferred by section183 of this Act to appoint one or more of the members of the board of directors to any other office or place of profit under the company, other than the office of auditor, for the period and on the terms that the board of directors may determine and, subject to the terms of an agreement entered into in a particular case, may revoke that appointment.
  2. (1) The board of directors may exercise the power conferred by section 184 of this Act to appoint one or more of the members of the board of directors to the office of managing director for the period and on the terms that the board of directors may determine and, subject to the terms of an agreement entered into in a particular case, may revoke the appointment and the appointment shall be automatically determined if the holder of the office ceases for any cause to be a director.

(2) The directors may entrust to and confer on a managing director any of the powers exercisable by the directors on the terms and with the restrictions that they think fit, and either collaterally with, or on the exclusion of, their own powers, and subject to the terms of an agreement entered into in a particular case, may from time to time revoke or vary all or any of those powers.

  1. Remuneration shall not be payable to a director in respect of any office or place of profit to which the director is appointed in this constitution, unless and until, the terms of the appointment have been approved by ordinary resolution of the company in general meeting in accordance with section 185 of this Act.

Company Secretary and officers and agents

  1. The Company Secretary shall be appointed by the board of directors for the time, at the remuneration, and on the conditions that board considers fit, and a Company Secretary so appointed may be removed by the board of directors, subject to the right of the Company Secretary to claim damages if removed in breach of contract.
  2. A provision in this Act or this constitution requiring or authorizing a thing to be done by a director and the Company Secretary shall not be satisfied by the thing being done by that person acting both as director and as, or in place of, the Company Secretary,
  3. (1) The board of directors may from time to time appoint officers and agents of the company and may appoint a body corporate, firm, or body of persons, whether nominated directly or indirectly, by the board of directors, co be the attorney or attorneys of the company for the purposes and with the powers, authorities and discretions, not exceeding those vested in or exercisable by the directors in this constitution, and for the period and subject to the conditions that the board of directors may consider fit.

(2) The powers of attorney may contain the provisions for theprotection and convenience of persons dealing with that attorney that the directors may consider fie, and may also authorise thatattorney to delegate all or any of the powers, authorities anddiscretions vested in that attorney.

Service of documents

  1. A document may be served by the company on a member, debenture holder or director of the company in the manner provided by section 290 of this Act.

Winding-up

    1. (1) Where the company is being wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by this Act or by the Bodies Corporate(Official Liquidations) Act., 1963 (Act. 180), divide amongst the members in specie or kind, the whole or a part of the assets of the company, whether they consist of property of the same kind or not, and may for that purpose set the value that the liquidator thinks fair on the property to be divided, and may determine how the division shall be carried out as between the members or different classes of members.

(2) The liquidator may, with the like sanction, vest the whole or apart of the assets in trustees upon the trusts for the benefit of themembers that the liquidator, with the like sanction, thinks fit.

(3) Despite subparagraphs (1) and (2), a member shall not be compelled to accept any securities on which there is a liability.

interpretation

  1. In this constitution unless the context otherwise requires,

(a) "Act" means the Companies Act, 2019 (Act 992);

(b) words or expressions have the meanings assigned to them in this Act; an

(c) references to sections of this Act mean the sections as specified in this Act.

A private company may, in a constitution registered by the privatecompany, exclude or modify any of the provisions of this Schedule to the extent permitted by this Act.

THIRD SCHEDULE

(sections 24, 25, 27 and 301)

Constitution for a Public Company Limited by Shares

  1. Pursuant to section 18 of this Act, a company, in furtherance of its authorised businesses, has the powers of a natural person of full capacity.
  2. The powers of the board of directors are limited in accordance with section 195 of this Act.
  3. (1) The liability of the members of the company is limited.

(2) Without limiting any special rights previously conferred on the holders of any existing shares or class of shares, but subject to this Act, shares in the company may be issued by the directors and any such shares may be issued with the rights or restrictions that the directors may determine, subject to section 192 and any other provision of this Act, and any ordinary resolution of the company.

Shares and variation of rights

  1. The company may, by special resolution amending this constitution

(a) increase the number of the shares of the company by creating new shares;

(b) reduce the number of shares by cancelling shares which have not been taken or agreed to be taken by a person, or by consolidating the existing shares, whether issued or not, into a smaller number of shares;

(c) provide for different classes of shares by attaching to some class of the shares preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, repayment, or otherwise, but the voting rights of equity shares shall comply with sections 34 and 53 of this Act and the voting rights of preference shares shall comply with sections 34 and 52 of this Act; and

(d) in accordance with section 61 of this Act, create preference shares which are, or at the option of the company liable, to be redeemed on the terms and in the manner that may be provided, but subject to compliance with sections 62 to 65of this Act

  1. On the issue of any new or unissued shares in the company, the directors shall comply with section 189 of this Act.
  2. If at any time the shares are divided into different classes, the rights attached to a class may be varied with the written consent of the holders of at least three-fourths of the issued shares of that class or the sanction of a special resolution of the holders of the shares of that class.
  3. Subject to compliance with sections 62 to 65 of this Act the company may exercise the powers conferred by section 61 of this Act, to,

(a) purchase its own shares;

(b) acquire its own shares by a voluntary transfer to the company or to nominees for it; or

(c) forfeit in the manner appearing in this constitution any shares issued with an unpaid liability for non-payment of calls or other sums payable in respect of the shares.

  1. The company may pay commission or brokerage to a person inconsideration of that person subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares in the company, provided that, the payment does not exceed ten percent of the price at which the shares are issued.
  2. Share certificates shall be issued in accordance with section 55 of this Act.
  3. (1) Where shares are issued on the terms that a part of the price payable for the shares is not payable at a fixed time, the board of directors may from time to time make calls on the members in respect of any moneys unpaid on their shares, provided that a call shall not be payable less than twenty-eight days from the date fixed for the payment of the last preceding call, and each member shall, subject to receiving not less than fourteen days notice specifying the time and place of payment, pay to the company at the time and place so specified the amount called on the shares of that member.

(2) A call may be revoked or postponed as the directors may determine.

  1. A call is made at the time when the resolution of the directors authorising the call was passed and may be required to be paid by instalments.
  2. The joint holders of a share are jointly and severally liable to pay all calls in respect of that share.
  3. if a sum called in respect of a share is not paid before or on the day appointed for payment, the person from whom the sum is due shall pay interest on that sum from the date appointed for payment to the time of actual payment at the yearly rate not exceeding five percent that the board of directors may determine, but the board of directors shall be at liberty to waive payment of the interest wholly or in pan.
  4. A sum which by the terms of issue of a share becomes payable on application for the shares or on allotment, or at a fixed date shall for the purposes of this constitution be treated as a call duly made and payable on the date on which by the terms of issue the sum becomes payable, and in the case of non-payment the relevant provisions of this constitution as to payment of interest and expenses, forfeiture, sale or otherwise shall apply as if that sum had become payable by virtue of a call duly made and notified.
  5. As between shares of the same class, the company shall not differentiate between the holders as to the amount of calls to be paid or the times of payment.
  6. If the company receives from a member all or any part of the moneys not presently payable or called upon any shares held by the member, the sum shall not be treated as a payment in respect of the shares until the sum becomes due and payable on the shares and in the meantime the sum shall be treated as a loan to the company upon which the company may pay interest at the yearly rate not exceeding five percent as may be agreed between the board of directors and the member.

Forfeiture of shares

  1. If a member fails to pay any call or instalment of a call, including a sum treated as a call under clause 14 of this constitution, the board of directors may at any time during the time that a part of the call or instalment remains unpaid, serve a notice on the member requiring payment of so much of the call or instalment as is unpaid, together with the interest which may have accrued.
  2. The notice shall state a further day, not earlier than the expiration of fourteen days from the date of service of the notice on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the times appointed, the shares in respect of which the call was made will be liable to be forfeited.
  3. If the requirements of the notice are not complied with, a share in respect of which the notice has been given may, at any time, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect.
  4. A forfeited share may either be cancelled by amendment of this constitution or may be retained as a treasury share until sold or otherwise disposed of on the terms and in the manner the board of directors considers fit.
  5. A person whose shares have been forfeited ceases to be a member in respect of the forfeited shares and that person shall surrender to the company for cancellation the share certificate or certificates in respect of the shares so forfeited but shall, nonetheless, remain liable to pay to the company moneys which, at the date of the forfeiture, were payable by that person to the company in respect of the shares, but the liability of that person shall cease if and when the company receives payment in full of the moneys in respect of the shares.
  6. A statutory declaration in writing that the declarant is a director or the Company Secretary and that a share in the company has been duly forfeited on the date stated in the declaration, is conclusive evidence of the facts stated in the declaration as against a person claiming to be entitled to the share.

Lien

  1. (1) The company shall have a first and paramount lien on the shares issued with an unpaid liability for the moneys, whether presently payable or not, called or payable at a fixed time in respect of the shares.

(2) The lien of the company extends to all dividends payable on the shares.

  1. If a sum in respect of which the company has a lien is presently payable, the board of directors after serving the notice required by clauses 17 and 18 of this constitution may, at any time before the payment required by the notice has been made, sell a share on which the company has a lien instead of forfeiting it in accordance with clause 19 of this constitution
  2. (1)To give effect to the sale, the board of directors may authorise a person to transfer the shares sold to the purchaser of the shares.

(2) The purchaser shall be registered as the holder of the shares stated in the transfer and the purchaser shall not be bound to see to the application of the purchase money nor shall the title co the shares be affected by an irregularity or invalidity in the proceedings in reference to the sale.

  1. The proceeds of the sale shall be received by the company and applied in payment of the part of the amount in respect of which the lien exists as is presently payable, and the residue shall, subject to alike lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the share at the date of the sale, but the company is not bound to make the payment unless and until that person has surrendered to the company for cancellation the share certificate or certificates relating co the shares so sold.

Transfer and transmission of shares

  1. (1) The board of directors may decline co register,

(a) the transfer of a share on which there is an unpaid liability;or

(b) the transfer of a share to a person who is an infant or to a person found by a court of competent jurisdiction in Ghana to be a person of unsound mind.

(2) Subject to subclause (1), there shall be no restriction on the right to transfer any shares in the company.

  1. Shares shall be transferable and transfers shall be registered in the manner provided by sections 98 and 101 of this Act
  2. In the event of the death of a member or in the event of the ownership of a share devolving on a person by reason of that person being the legal personal representative, receiver or trustee in bankruptcy of the holder, or by operation of Jaw, section l 02 of this Act shall apply.

Dividends

  1. The company may by ordinary resolution declare dividends in respect of a year or other period but a dividend shall not exceed the amount recommended by the board of directors.
  2. The board of directors may exercise the power conferred by section 321 of the Act to pay interim dividends.
  3. A dividend shall not be paid unless,

(a) the company will, after the payment, be able to pay its debts as they fall due; and

(b) the amount of the payment does not exceed the amount of the retained earnings of the company immediately before the making of the payment.

  1. The board of directors may, before recommending a dividend, set aside out of the profits or retained earnings of the company, the sums that it considers proper in order to provide for a known liability, including a disputed or contingent liability, or as a depreciation or replacement provision and may carry forward any profits or retained earnings which the board of directors may consider prudent not to distribute.
  2. The dividends shall be declared and paid as a fixed sum for a share and not as a proportion of the amount paid in respect of a share.
  3. The board of directors may deduct from a dividend payable to a member the sums of money presently payable by the member to the company in respect of the shares.
  4. (1) A dividend payable in cash may be paid by cheque or warrantor electronic transfer sent by post directed to the registered address of the member or, in the case of joint holders, to the registered address of the person who is first named on the register of members, or to a person and to an address that the holder or joint holders may in writing direct.

(2) A cheque or warrant shall be made payable to the order of the person to whom it is sent.

(3) Any one of two or more joint holders may give effectual receipts for any dividends.

(4) A dividend payment shall be accompanied by a statement showing the gross amount of the dividend, and the tax deducted or deemed to be deducted from the gross amount.

  1. A dividend shall not bear interest against the company

Capitalisation issues and non-cash dividends

  1. The company, on the recommendation of the directors, may exercise the powers conferred by section 77 of this Act,

(a) to make capitalisation issues of shares in accordance with subsection (1) of section 77;

(b) to resolve, in accordance with subsection (3) of section 77that a sum standing to the credit of the retained earnings of the company and which could have been distributed byway of dividend shall be applied in paying up amounts for the time being unpaid on shares; or

(c) to direct, in accordance with subsection (4) of section 77that payment of a dividend shall be wholly or partly, by distribution of securities for money or fully paid shares or debentures of another body corporate or of fully paid debentures of the company.

Branch registers

  1. The company may exercise the powers conferred by sections 106and 107 of this Act with respect to the keeping of branch registers and the board of directors may, subject to those sections, make the regulations that they think fit respecting the keeping of those registers and may vary the regulations subject to those sections.

Accounts and audit

  1. The board of directors shall cause accounting records to be kept and financial statements to be prepared, audited and circulated in accordance with sections 127 to 137 of this Act.
  2. Auditors, qualified in accordance with section 138 of this Act, shall be appointed and their duties regulated in accordance with sections139 to 142 of this Act.

General meetings and resolutions

  1. The powers of the members in general meeting shall be as stated in section 144 of this Act.
  2. Annual general meetings shall be held in accordance with section157 of this Act.
  3. Extraordinary general meetings may be convened by the directors whenever they think fit in accordance with section 158 of this Act and shall be convened by the directors on a requisition of members in accordance with section 324 of this Act.
  4. Notice of general meetings shall be given in accordance with paragraphs1 to 6 of the Eighth Schedule to this Act and section 168 of this Act and accompanied by any statements required to be circulated with the notice in accordance with paragraphs 5 and 6 of the Eighth Schedule to this Act and section 168 of this Act.
  5. Meetings may be attended by the persons referred to in paragraph 7of the Eighth Schedule to this Act but a member is not entitled to attend unless the calls or other sums presently payable by the member in respect of shares in the company have been paid.
  6. The quorum required for a general meeting shall be as stated in paragraph 8 of the Eighth Schedule to this Act.
  7. (1) In accordance with paragraph 9 of the Eighth Schedule to this Act a member entitled to attend and vote at a meeting of the company is entitled to appoint another person, whether a member of the company or not, as a proxy to attend and vote instead of that member and the proxy shall have the same rights as the member to speak at the meeting.

(2) An instrument appointing a proxy shall be in the following formor a form as near to the form as circumstances admit:

"Gower McKenzie Company Limited

I/We.............................. of being a member/members of the above-named company hereby appoint.......................................of.......................................as my/our proxy to vote for me/us on my/our behalf at the annual/extraordinary general meeting of the companyto be held on theday ......................of 20...................... and at any adjournmentof that meeting.

Signed this.............................. day of......................20...........................

This form is to be used,

*in favour of resolution numbered 1 against

*in favour of resolution numbered 2 against"

[Delete if only one resolution is to be proposed; add further instructionsif more than two resolutions are to be proposed.]

Unless otherwise instructed, the proxy will vote as the proxy thinks fit

*Strike out whichever is not desired".

  1. A body corporate which is a member of the company may attendand vote either by proxy or by a representative appointed in accordancewith paragraph 11 of the Eighth Schedule to this Act.
  2. (1) Meetings shall be conducted in accordance with paragraphs 12 to 19 of the Eighth Schedule to this Act.

(2) On a poll being demanded the chairperson of the meeting shall not be required to direct a postal ballot in accordance with sub- paragraphs(f), (g) and (h) of paragraph 16 of the Eighth Schedule to the Act unless the chairperson thinks fit or an ordinary resolution tothat effect is moved at the meeting and passed on a show of hands.

  1. In accordance with section 163 of this Act, a resolution in writing signed by the members for the time being entitled to attend andvote at general meetings, or being bodies corporate by their duly authorised representatives, and if the company has only one member,by that member shall be as valid and effective for all purposes,except as provided by section 163 as if the resolution had been passed at a general meeting of the company duly convened and held, and if described as a special resolution shall be treated as a special resolution within the meaning of this Act.
  2. Minutes of general meetings shall be kept in accordance with section 166 of this Act.
  3. If at any time the shares of the company are divided into different classes, this constitution shall apply to meetings of a class of members in like manner as the constitution apply to general meetings but so that the necessary quorum shall be as set out in section 164 of this Act.

Votes of members

  1. Subject to any rights of restrictions for the time being attached to a class of preference shares and which may be validly attached to that class pursuant to section 52 of this Act,

(a) on a show of hands, each member and each proxy lawfully present at the meeting shall have one vote, and on a poll each member present in person or by proxy, shall have one vote for each share held by that member; or

(b) in the event of a postal ballot being directed pursuant to subparagraphs (f), (g) and (h) of paragraph 16 of the Eighth Schedule to the Act, each member entitled to attend and vote at the meeting shall have one vote for each share held by that member.

Directors

  1. The number of directors, not being less than five or more than twelve, shall be determined by ordinary resolution of the members in general meeting and until so determined shall be
  2. The continuing directors may act despite a vacancy in their number but if and so long as the number of continuing directors is reduced below two or below the number fixed by the directors as the necessary quorum, the continuing directors may act for four weeks after the number is so reduced, but after that, may act only for the purpose of increasing their number to that number or of summoning a general meeting of the company and for no other purpose.
  3. The appointment of directors shall be regulated by sections 172,325 and 326 of this Act.
  4. The persons referred to in section 173 of this Act shall not be competent to be appointed directors of the company.
  5. A director need not be a member of the company or hold any shares in the company.
  6. The office of director shall be vacated in accordance with section175 of this Act and a director may be removed from office in accordance with section 176 of this Act.
  7. (1) The company may appoint substitute directors in accordance with section 180 of this Act and a director may appoint an alternate director in accordance with section 181 of this Act.

(2) An alternate director is not entitled to be remunerated otherwisethan out of the remuneration of the director appointing thealternate director.

  1. At least one director of the company shall at all times be resident in Ghana.
  2. The remuneration payable to a director in whatever capacity shall be determined or approved by the members in general meeting in accordance with section 185 of this Act.
  3. The proceedings of the directors shall be regulated by section 188of this Act and the board of directors may delegate any of their powers to committees of the directors in accordance with that section.
  4. Minutes of meetings of the board of directors and of a committee of directors shall be kept in accordance with section 188 of this Act.

Powers and duties of directors

  1. (1) The business of the company shall be managed by the directors who may pay all expenses incurred in promoting and registeringthe company.

(2) Subject to section 189 of this Act, the board of directors may exercise the powers of the company, including the power to borrow money and to mortgage or charge property and undertakingor any part of the property and undertaking of the company and to issue debentures, that are not by this Act or this constitution required to be exercised by the members in general meeting.

  1. In a transaction with the company or on behalf of the company and in the exercise of their powers, the directors shall observe theduties and obligations imposed on them by sections 190 to 192 ofthis Act.
  2. Subject to compliance with section 194 of this Act, a director may enter into a contract with the company and the contract or any other contract of the company in which a director is in any way interested, shall not be liable to be avoided, nor shall a director be liable to account for a profit made pursuant to that contract by reason of the director holding the office of director, or of the fiduciary relationship established in respect of the contract.
  3. A director may act personally or by the firm of the director in a professional capacity for the company, except as auditor, and the director or the firm shall be entitled to proper remuneration for professional services as if the director were not a director.

Executive and managing directors

  1. The board of directors may exercise the powers conferred by section183 of this Act to appoint one or more of their number to anyother office or place of profit under the company other than the office of auditor for the period, and on the terms that the board of directors may determine and, subject to the terms of an agreement entered into in a particular case, may revoke the appointment.
  2. (1) The board of directors may exercise the power conferred by section 184 of this Act to appoint one or more of their number to the office of managing director for the period and on the terms that they may determine and, subject to the terms of an agreement entered into in a particular case, may revoke the appointment which shall be automatically determined if the holder of the office ceases from any cause to be a director.

(2) The directors may entrust to and confer on a managing director any of the powers exercisable by them on the terms and with the restrictions that the director think fit, and collaterally with, or tothe exclusion of, their own power, and subject to the terms of an agreement entered into in a particular case, may revoke or vary allor any of those powers.

  1. Remuneration shall not be payable to a director in respect of any office or place of profit to which the director is appointed in this constitution, unless and until the terms of the appointment have been approved by ordinary resolution of the company in general meeting in accordance with section 185 of this Act.
  2. The Company Secretary shall be appointed by the board of directors for the time, at the remuneration, and on the conditions that the board of directors considers fit, and a Company Secretary so appointed may be removed by the board of directors, subject to the right of the Company Secretary to claim damages if removed in breach of contract.
  3. A provision in this Act or this constitution requiring or authorising a thing to be done by a director and the Company Secretary shall not be satisfied by the thing being done by a person acting both as director and as, or in place of, the Company Secretary.
  4. (1) The board of directors may appoint officers and agents of the company and may appoint a body corporate, firm of body of persons, whether nominated directly or indirectly, by the board of directors, to be the attorney or attorneys of the company for the purposes and with the powers, authorities and discretions, not exceeding those vested in or exercisable by the directors in this constitution, and for the period and subject to the conditions that the board of directors may think fit.

(2) The powers of attorney may contain provisions for the protection and convenience of persons dealing with the attorney whichthe directors think fit and may also authorise the attorney to delegate all or any of the powers, authorities and discretions vested inthe attorney.

Service of Documents

  1. A document may be served by the company on a member, debenture holder or director of the company in the manner provided by section 290 of this Act.

Winding up

  1. (1) If the company is being wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanctionrequired by this Act or by the Bodies Corporate (OfficialLiquidations) Act, 1963 (Act 180) divide amongst the members inspecie or kind the whole or part of the assets of the company,whether the assets consist of property of the same kind or not, andmay for the purpose set a value that the liquidator considers fair upon the property to be divided and may determine how the division shall be carried out as between the members or different classes of members.

(2) The liquidator may, with the like sanction vest the whole or apart of the assets in trustees upon the trusts for the benefit of the members that the liquidator, with the like sanction, thinks fit.

(3) Despite any other provisions of this paragraph, a membershall not be compelled to accept any securities on which there is a liability.

Interpretation

  1. In this constitution unless the context otherwise requires,

(a) "Act" means the Companies Act, 2019 (Act 992);

(b) words or expressions have the meaning assigned to them in this Act; and

(c) references to sections of this Act mean the sections as specified in this Act.

FOURTH SCHEDULE

(sections 24, 25, 27 and 301)

Constitution of a Company Limited by Guarantee

  1. The income and property of the Society shall be applied solely towards the promotion of the objects of the Society and a portion of the income or property shall not be paid or transferred, directly or indirectly, by way of dividend, bonus or profit to a person who is a member of the Society or of its Council, but

(a) the constitution shall neither prevent the payment in good faith, of reasonable and proper remuneration to an officer of the Society, to a member of the Society in return for any services actually rendered to the Society, nor shall it prevent the payment of interest at a yearly rate not exceeding the Ninety-One Day treasury bill rate for each hundred on money lent, or reasonable and proper rent for premises let to the Society;

(b) a member of the Council of the Society shall not be appointed to a salaried office of the Society or office of the Society paid by fees;

(c) a remuneration or other benefit in money or moneys' worth shall not be given by the Society to a member of the Council except in repayment of out-of-pocket expenses and interest at the rate mentioned in paragraph (a) on money lent or reasonable and proper rent for premises let to the Society.

  1. Pursuant to section 18 of this Act, the Society has the powers of a natural person of full capacity.
  2. (1) The board of directors of the Society shall be known as the Council.

(2) The first members of the Council are,

(The Names of the first members)

  1. The powers of the Council are limited in accordance with sections189 and 195 of this Act.
  2. The liability of the members is limited.
  3. Each member of the Society undertakes to contribute to the assets of the Society in the event of the Society being wound up while that person is a member or within one year after that person ceases to be a member, for payment of the debts and liabilities of the Society and of the costs of winding up, the amount that may be required not exceeding [five thousand cedis].
  4. If upon the winding up or dissolution of the Society, there remains after the discharge of its debts and liabilities a property of the Society, the property shall not be distributed among the members but shall be transferred to any other company limited by guarantee having objects similar to the objects of the Society or applied to a charitable object, the other company or charity to be determined by ordinary resolution of the members in general meeting before the dissolution of the Society.

Ordinary members

  1. (1) The subscribers to this constitution and any other persons who the Council admits to ordinary membership shall be members of the Society.

(2) The members in general meeting may by ordinary resolution prescribe qualifications for membership of the Society and unless the resolution otherwise provides, a person shall not be admitted to membership by the Council unless that person has the prescribed qualifications.

Associate member

  1. (1) The society in general meeting may resolve by ordinary resolution that the Council may admit to associate membership of the Society and may prescribe qualifications for the associate membership.

(2) Associate members shall be permitted to take part in the proceedings and functions of the Society that the resolution shall prescribe or, in default of prescription, that the Council considers fit, but shall not be members of the Society in us corporate capacity and shall not have a vote on a resolution at a general meeting or the Society, or be counted towards a quorum

Honorary membership

  1. (1) The Society in general meeting may resolve by ordinary resolution that the Council may admit to honorary membership of the Society a person, whether or not an ordinary or associate member of the Society, who in the opinion of the Council has rendered significant service to the Society or to any of the objects which the Society is formed to promote.

(2) An honorary member, unless also admitted as an ordinary member of the Society, shall have the same rights as an associate member and if also admitted as an ordinary member, shall have the same rights as an ordinary member but is not liable to pay a subscription to the Society.

Resignation or exclusion of members

  1. (1) Subject to compliance with section 8 of this Act, in the case of ordinary members of the Society,

(a) any ordinary, associate or honorary member may resign membership by notice in writing to the Council;

(b) the Council may exclude from membership of the Society an ordinary or associate member,

(i) if the subscription payable to the Society by the ordinary or associate member is not paid six months after the same became due and payable; or

(ii) if in the opinion of the Council the continued membership of that person would be detrimental to the interests of the Society or to the furtherance of its objects.

 

(2) The ordinary members of the Society may by an ordinary resolution passed at a general meeting remove from office any member of the Council.

(3) The Council may by a resolution passed at a meeting of the Council remove any member of the Society.

Subscriptions

  1. (1) Ordinary and associate members shall pay the annual subscriptions that the members in general meeting on the recommendation of the Council may determine by ordinary resolution.

(2) The subscription is due and payable on admission to membership and on the first day of January in each year or on any other date that the resolution shall provide.

 

(3) The subscription may differ as between ordinary and associate members and a different subscription may be prescribed in the case of corporate bodies admitted to membership or in the case of a person admitted to membership, as representing an institution or unincorporated association

Accounts and audit

  1. The Council shall cause accounting records to be kept and financial statements to be prepared, audited and circulated in accordance with sections 127 to 137 of this Act.
  2. Auditors, qualified in accordance with section 138 of this Act, shall be appointed and their duties regulated in accordance with sections 139 to 143 of this Act

General meetings and resolutions

  1. Annual general meetings shall be held in accordance with section157 of this Act.
  2. Extraordinary general meetings may be convened by the Council whenever the Council considers fit in accordance with section 158of this Act, and shall be convened on the requisition of ordinary members in accordance with section 324 of this Act.
  3. Notice of general meetings shall be given in accordance with section 168 and paragraphs 1 to 6 of the Eighth Schedule to this Act and accompanied by any statements required to be circulated with the notice in accordance with section 168 and paragraphs 5and 6 of the Eighth Schedule to this Act.
  4. General meetings may be attended by the persons referred to in paragraph 7 of the Eighth Schedule to this Act and the quorum required shall be as stated in paragraph 8 to the Eighth Schedule of the Act.
  5. A member is not entitled to attend or vote at a general meeting by proxy.
  6. A body corporate which is a member of the Society may attend and vote at a general meeting by a representative appointed in accordance with paragraph 11 of the Eighth Schedule to this Act.
  7. (1) General meetings shall be conducted in accordance with paragraphs12 to 19 of the Eighth Schedule to this Act.

(2) The President, or in the absence of the President, the Vice-President of the Society, shall preside as chairperson at general meeting but if neither is present within five minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairperson of the meeting.

(3) On a poll being demanded on a resolution at a general meeting, the chairperson of the meeting may direct a postal ballot of the ordinary members in accordance with subparagraphs (f), (g) and(h)of paragraph 16 of the Eighth Schedule to this Act, and shall so direct if an ordinary resolution to that effect is moved at the meeting and passed on a show of hands or if the resolution concerned is,

(a) a special resolution, or

(b) a resolution referred to in paragraphs 8, 9, 10, 11 or 12 of this constitution.

  1. In accordance with section 163 of this Act, a resolution in writing signed by the members, or being bodies corporate by the duly authorised representatives, shall be as valid and effective for all purposes, except as provided by section 163, as if the same bad been passed at a general meeting of the Society duly convened and held, and if described as a special resolution, shall be deemed to be a special resolution within the meaning of this Act and this constitution.
  2. Minutes of general meetings shall be kept in accordance with section 166 of this Act.

Votes of members

  1. Each ordinary member present at a general meeting shall have one vote on a show of hands or a poll and if a postal ballot is directed in accordance with clause 21 and subparagraphs (f), (g) and (h) of paragraph 16 of the Eighth Schedule to this Act, each ordinary member, whether or not present at the meeting, shall have one vote.

The Council

  1. The number of members of the Council, not being less than two and more than twelve, shall be determined by ordinary resolution of the members in general meeting and until so determined shall be nine.
  2. The continuing members of the Council may act despite a vacancy in their number but if and so long as their number is reduced below two or below the number fixed by the Council as the necessary quorum, they may act for four weeks after the number is so reduced, but after that, may act only for the purpose of increasing their number to that number or of summoning a general meeting of the Society and for no other purpose.
  3. Members of the Council shall be appointed from among the ordinary members of the Society in the manner set out in this clause:

(a) at the first annual general meeting of the Society, the members of the Council shall retire from office and at the annual general meeting in a subsequent year, one-third of their number or, if their number is not three or a multiple of three, then the number nearest one-third shall retire from office

(b) the members of the Council to retire in every year shall be those who have served longest in office since their last election, but as between persons who became members on the same day, those to retire shall, unless the members otherwise agree among themselves, be determined by lot;

(c) election to the Council shall be by secret ballot at which an ordinary member wishing to nominate another ordinary member or member for election to the Council shall notify the Secretary in writing, accompanied by the consent of the nominee in writing, at least twenty-one days before the date of the annual general meeting of the Society;

(d) a retiring member is eligible for re-election without nomination and shall be deemed to stand for re-election unless that retiring member notifies the Secretary in writing at least twenty-one days before the date of the annual general meeting, that the retiring member does not wish to stand for re-election;

(e) if the number of nominees competent for appointment as members of the Council and retiring members offering themselves for re-election exceeds the number of vacancies to be filled, the Secretary shall, at least fourteen days before the date of the annual general meeting, send to each ordinary member a ballot paper containing a list of the names of the nominees and retiring members offering themselves for re-election requesting that ordinary member to indicate by means of a distinctive mark on the ballot pa per the names of the persons for whom the ordinary member votes, and each member may vote for one or more persons not exceeding in number, the number of vacancies to be filled;

(f) a ballot paper shall not be valid unless returned to the registered office of the Society not less than twenty-four hours before the time appointed for the annual general meeting and shall be counted by scrutineers appointed at the meeting who shall inform the chairperson of the meeting of the votes obtained by each candidate, and the chairperson shall announce the names of the successful candidates to the meeting;

(g) a ballot paper on which votes have been cast in excess of the number of vacancies is not valid, and in case of doubt as to the validity of a ballot paper or the intention of the voter, the decision of the chairperson of the meeting shall be final and conclusive;

(h) if the number of competent nominees and retiring members offering themselves for re-election does not exceed the number of vacancies, the chairperson of the meeting shall, subject to article 296 of the Constitution of the Republic, declare the candidates duly elected;

(i) if the number so elected is less than the number of vacancies, the remaining vacancies may be filled as casual vacancies;

(j) a casual vacancy in the number of members of the Council may be filled by the Council or by ordinary resolution of the members in general meeting in accordance with section 172 of this Act.

  1. The persons referred to in section 173 of this Act are not competent to be appointed members of the Council.
  2. Membership of the Council shall be vacated in accordance with section 175 of this Act and a member may be removed from the Council in accordance with section 176 of this Act.
  3. (1) Proceedings of the Council shall be regulated by section 188 of this Act.

(2) At the meetings of the Council, the President or in the absence of the President, the Vice-President if present, shall be chairperson.

  1. Minutes of meetings of the Council and of a committee of the Council shall be kept in accordance with section 188 of this Act.

Powers and duties of the Council

  1. (1) The activities of the Society shall be managed by the Council who may pay the expenses incurred in promoting and registering the Society.

(2) Subject to section 189 of this Act, the Council may exercise all the powers of the Society, including power to borrow money and to mortgage or charge the property of the Society and to issue debentures, that are not by this Act or this constitution required to be exercised by the members in general meeting.

  1. In a transaction with the Society or on behalf of the Society, the members of the Council shall, in the exercise of their powers, observe the duties and obligations imposed on them by sections190 to 192 of this Act.
  2. To the extent permitted by clause 1 of this constitution and subject to compliance with section 194 of this Act, a member of the Council may enter into a contract with the Society and the contract or any other contract of the Society in which a member of the Council is in any way interested, shall neither be liable to be avoided, nor shall a member of the Council be liable to account for a profit made as a result of that contract by reason of that member being a member of the Council or of the fiduciary relationship established by the contract.

President and Vice-President

  1. (l) The Council at its first meeting and at its first meeting held after each annual general meeting, shall elect from the members a President and Vice-President of the Society who shall hold office for the ensuing year or until successors are elected.

(2) A vacancy occurring in these offices shall be filled in like manner at the next meeting of the Council held after the occurrence of the vacancy.

Committees

  1. (l) The Council may appoint committees from among its own members or from the members of the Society or from a combination of both.

(2) The President, or if unable or unwilling to act, the Vice-President, shall be an ex-officio member of every committee.

(3) The terms of reference and duration of office of the committees shall be prescribed by the Council and the committees are committees of the Council for the purposes of this Act.

Secretary and treasurer and officers

  1. (1) The Council shall appoint a secretary and a treasurer or a secretary/ treasurer who may be a member of the Council or a member of the Society or neither.

(2) Where a member of the Council is appointed the office shall be an honorary one without remuneration.

(3) The Council may also appoint any other officer and agent as may be necessary or expedient.

The Seal

  1. (1) The Council is empowered to adopt a common seal for use by the Society and shall provide for the safe custody of the seal.

(2) The seal shall only be used by the authority of the Council or of a committee of the Council authorised by the Council in that behalf, and an instrument to which the seal is affixed shall be signed by a member of the Council and shall be countersigned by the Secretary or a second member of the Council or by some other person appointed by the Council for the purpose

  1. A document may be served by the Society on an ordinary member, debenture holder or member of the Council in the manner provided by section 290 of this Act and may be served in like manner on an associate or honorary member either personally or at the address provided by that member to the Society for the purpose of service of notices.

Interpretation

  1. In this constitution, unless the context otherwise requires,

(a) "Act" means the Companies Act, 2019. (Act 992);

(b) words or expressions have the meaning assigned to them in chis Act; and

(c) references to sections of this Act mean the sections as specified in this Act

FIFTH SCHEDULE

(Section 126)

CONTENTS OF ANNUAL RETURN

  1. The name of the company.
  2. The nature of the authorised business or businesses of the company or, if the company is not formed for the purpose of carrying on a business, the nature of its objects.
  3. The address of the registered office of the company, the number of the post office box of the registered office and the telephone contact of the company.
  4. The address of the principal place of business of the company in Ghana and where applicable the website address.
  5. The particulars with respect to the persons who at the date of the return arc the directors and Company Secretary of the company as arc required by section 215 of this Act to be contained in the register of directors and Company Secretaries.
  6. The following personal particulars of every member of the company:

(a) the names and surnames and all former forenames and surnames;

(b) the nationality;

(c) residential and postal addresses;

(d) business occupation; and

(e) the number of shares held at the date of the return.

  1. The following particulars of each beneficial owner of the company;

(a) the full name and any other former or other name;

(b) the date and place of birth;

(c) the telephone number;

(d) the nationality, national identity number, passport number or other appropriate identification, and proof of identity;

(e) residential, postal and e-mail address, if any;

(f) place of work and position held;

(g) the nature of interest including the details of the legal, financial, security, debenture or informal arrangement giving rise to the beneficial ownership; and

(h) confirmation as to whether the beneficial owner is a politically exposed person.

  1. Particulars of shares transferred since the last return by persons who are still members of the company, that is, the number of the shares and the date of registration of the transfer.
  2. Particulars of shares transferred since the last return by persons who have ceased to be members of the company, that is, the number of the shares and the date of registration of the transfer and the folio of the register containing particulars of that member.
  3. If the register of members of the company is kept and maintained elsewhere than at the registered office of the company, the address at which it is kept.
  4. If the company maintains a register of debenture holders elsewhere than at the registered office of the company, the address at which it is kept.
  5. Particulars of the total amount of the indebtedness of the company in respect of the charges, particulars of which are required to be registered with the Registrar pursuant to Part L of Chapter Two of this Act.
  6. The names, countries of incorporation, and nature of the businesses of the subsidiaries of the company and of the bodies corporate in which the company is beneficially entitled to equity shares conferring the right to exercise more than twenty-five percent of the votes exercisable at a general meeting of the body corporate, but the information required by this paragraph need not be given if, and to the extent that, the information would conflict with a direction given by the Registrar under subsection (6) of section 136 of this Act.
  7. The number of directors meetings held within the year.
  8. The date of the last Annual General Meeting and the number of Extraordinary General Meetings held within the year.
  9. The financial statements and the audited independent report.
  10. If the company has shares,

(a) the amount of the stated capital, distinguishing betweenthe amounts attributable to each of the items specified insubsection (1) of section 68 of this Act;

(b) the number of the authorised shares of each class;

(c) the number of issued shares of each class;

(d) the number of treasury shares of each class;

(e) the total amount of any unpaid instalments or calls which are due and payable and the number and class of shares concerned;

(f) the total number of shares of each class which have been forfeited;

(g) in the case of a company limited by shares,

(i) the total amount of the unpaid liability, on the shares of each class, which is not yet due for payment, and

(ii) the amount, if any, of the unpaid liability on the shares which, pursuant to section 57 of this Act, the company has resolved shall not be capable of being called up except in the event, and for the purpose of the company being wound up.

  1. The date of filing the last Annual Returns.
  2. Unclaimed dividends.
SIXTH SCHEDULE

 (Sections 129, 130, 131, 334 (4) (b) and 334 (8))

FINANCIAL STATEMENTS

PART ONE

PROVISIONS AS TO PROFIT AND LOSS ACCOUNT OR

STATEMENT OF COMPREHENSIVE INCOME

  1. There shall be separately shown,

(a) gross sales, less discounts, returns, and allowances, or where appropriate, the amount of operating or other equivalent revenues;

(b) the cost of goods sold as normally computed under the International Financial Reporting Standards or, where appropriate, the operating or other equivalent expenses;

(c) selling, general and administrative expenses, and any other expenses that, under the International Financial Reporting Standards, would normally be deducted in arriving at the trading profit;

(d) income from investments distinguishing between, income from

(i) associated companies;

(ii) other trade investments; and

(iii) other investments;

(e) income from any other sources, distinguishing between each significant source of income;

(f) the amount charged to revenue by way of provision for the loss, diminution in value, depreciation, renewal or replacement of assets, in the Schedule referred to as depreciation or replacement provision in respect of property, plant and equipment;

(g) interest on the debentures and other loans of the company other than those classified in the statement of financial position as current liabilities;

(h) interest in respect of other loans and indebtedness of the company;

(i) the aggregate of the amounts paid or payable by the company to the directors of the company for the financial year required to be disclosed in accordance with section 132 of this Act, together with a statement, by way of note, of the amounts paid or payable by other persons than the company;

(j) the remuneration of the auditors of the company including the sums paid by the company in respect of the expenses of the auditors;

(k) the amounts of the charges and credits for income tax showing, by way of note or otherwise, the amounts of each distinct tax with a description of the tax and a statement of the period in respect of which the tax is payable;

(l) the amounts of charges and credits in respect of discount or premiums on debentures;

(m) a profit or Joss arising on the sale, realisation or disposal of property, plant and equipment;

(n) any preliminary expenses, and expenses incurred on the issue of shares or debentures, including the sums paid byway of commission or brokerage on the issue of shares or debentures;

(o) the amount of the voluntary contributions to any charitable or other funds, other than pension funds for the benefit of employees of the company or an associated company; and

(p) any other expenses, distinguishing between each significant class of expense.

  1. If any of the items shown in the profit and loss account or statement of comprehensive income are stated net of income tax relating to the account, this shall be indicated.
  2. There shall be stated by way of note or otherwise, any material respects in which any items shown in the profit and loss account or statement of comprehensive income are affected by

(a) a change in the basis of accounting;

(b) an amount relating to an earlier financial year; and

(c) an adjustment arising from the over or under statement of revenue or expenses in the profit and loss account or statement of comprehensive income of an earlier financial year; and a statement made under this paragraph shall indicate the amount by which the profit and loss account or statement of comprehensive income has been affected and whether that represents an addition to or a deduction from the profit that would otherwise have been shown.

  1. If an item in the profit and loss account or statement of comprehensive income includes an amount in respect of money provided under paragraph (c) of section 60 of this Act, this fact shall be indicated by way of note or otherwise and the amount of the item stated, and so far as any money provided under that subsection is included in the amount stated in accordance with section 132 of this Act, the amount so included shall also be indicated.
  2. The balance of the profit and loss account or statement of comprehensive income after the inclusion of the items required by paragraphs1 to 4 so far as these are relevant to the figures in the account, shall be transferred to an account to be called the retained earnings.
  3. An amount shall not be credited to the profit and loss account or statement of comprehensive income that cannot properly enter into the composition of the retained earnings in accordance with section 71 of this Act.
  4. An amount shall not be debited to the profit and loss account or statement of comprehensive income in respect of an addition to are serve other than by way of transfer of the balance of the profit and loss account or statement of comprehensive income for the financial year to the retained earnings, clearly indicated and in particular amount shall not be debited to the profit and loss account or statement of comprehensive income other than as a transfer to the retained earnings, unless it is the amount of an actual money outlay or is in the opinion of the directors reasonably necessary in order to provide for known future expenditure or for a known liability, which term includes a disputed or contingent liability, or for a known or estimated loss in value of current assets, or as a depreciation or replacement provision.
  5. An amount shall not be credited to the profit and loss account or statement of comprehensive income in respect of a withdrawal from a reserve other than by way of transfer of the balance of the profit and loss account or statement of comprehensive income for the financial year to the retained earnings clearly indicated.
  6. If a company is under an obligation to transfer or set aside a sum to reserve out of profits of the company, this obligation is fulfilled if the sum is transferred to stated capital or if a note is made upon the statement of financial position in accordance with paragraph35 of this Schedule to the effect that the company is under an obligation to withhold from distribution as dividend a corresponding part of the retained earnings.
  7. Except in the case of the first profit and loss account or statement of comprehensive income drawn up after the commencement of this Act the corresponding amount of each item for the immediately preceding financial year shall be shown.
  8. Where the amount of an item shown in the profit and loss account or statement of comprehensive income or included in an amount shown cannot be determined with substantial accuracy, an estimated amount described as an estimate shall be included in respect of that item and shall be distinguished, by way of note or otherwise, together with a description of the item.
  9. A provision of this Schedule with respect to the information to be shown in the profit and loss account or statement of comprehensive income does not require the amount of an item that is of no material significance co be shown separately.

PART TWO

PROVISIONS AS TO STATEMENT OF FINANCIAL POSITION

General

  1. The assets and liabilities shall be classified under headings appropriate to the business of the company, distinguishing between current and non-current assets including property, plant and equipment, and between current liabilities and other liabilities, and each class shall be described in a way adequate to indicate the general nature of the assets or liabilities included in that class in accordance with the International Financial Reporting Standards and consistent with industry best practice.

Assets

  1. Without limiting paragraph 13, the following classes of assets shall, so far as they are appropriate to the affairs of the company, be distinguished:

(a) interests in land, distinguishing between land owned absolutely and land held for a term of years or other period;

(b) goodwill, patents, trade-marks, development expenditure, and other intangible assets of a like nature;

(c) trade investments;

(d) loans and advances;

(e) trading inventory, distinguishing where practicable between,

(i) inventory of raw materials and components;

(ii) work-in-progress;

(iii) inventory of finished products; and

(iv) other inventory

(f) trade debtors;

(g) bills of exchange and promissory notes;

(h) payments-in-advance;

(i) marketable securities; and

(j) cash in hand and in the bank.

  1. A class of assets shall not stand in the statement of financial position at a value, which, after deduction of the aggregate depreciation or replacement provision relating to the assets is in the opinion of the directors greater than,

(a) the value which those assets could reasonably be expected to realise in the market after deduction of any expenses incurred in order to realise them, or

(b) the value which is reasonably justified by the expected contribution of those assets to the business, whether by sale in the ordinary course of business or otherwise; but in the case of a company whose sole or main object is that of carrying on the business of extracting a mineral deposit, the Registrar may, on the application of the company, and on the conditions that the Registrar considers appropriate, authorise a wasting asset held for the purpose of the business in question to be shown in the statement of financial position at cost.

  1. (1) Assets shall be shown at a value after deduction of the aggregate depreciation or replacement provision relating to those assets or at a value before this deduction, in the Schedule described as the gross value.

(2) If shown at the gross value the aggregate depreciation or replacement provision relating to that value shall be shown as a separate item and shall be so described as to identify it with the class of assets to which it refers.

  1. (1) There shall be included in or attached to the statement of financial position in respect of each class of property, plant and equipment shown in the statement of financial position, a statement containing the following information:

(a) the gross value;

(b) the original cost, if this differs from the gross value;

(c) the aggregate depreciation or replacement provision;

(d) if the gross value differs from the original cost, a statement explaining how the gross value has been calculated, and as at what date;

(e) whether the depreciation or replacement provision has been calculated on the basis of,

(i) the original cost of the assets,

(ii) the replacement value of the assets;

(iii) some other basis;

and where the depreciation or replacement provision is not based on original cost, the general principle used in calculating the replacement cost or other valuation on which it is based shall be stated;

(f) a statement reconciling both the gross value and the aggregate depreciation or replacement provision with the equivalent figures at the end of the immediately preceding financial year, and in particular showing,

(i) the amount of an addition to the gross value and to a depreciation or replacement provision relating to the addition indicating the nature of the addition; and

(ii) the amount of a deduction from the gross value and from the aggregate depreciation or replacement provision relating to that amount arising from sale or otherwise, indicating the reason for the deduction and showing any profit or loss arising from the transaction.

(2) So far as information required to be shown by this paragraph relating to matters arising before the commencement of this Act cannot be ascertained without unreasonable delay or expense, the paragraph may be modified with respect to that information as the directors consider appropriate, and in that case the statement in or attached to the statement of financial position in accordance with this paragraph, shall indicate in what respects the information shown has been modified as the result of the operation of this paragraph.

  1. There shall be included in or attached to the statement of financial position, statements reconciling respectively, the amounts stated in accordance with sub-sub paragraph (f) of subparagraph (1) of paragraph 17 of this Schedule in respect of additions to and deductions from the depreciation or replacement provision with the amount stated in the profit and loss account or statement of comprehensive income for depreciation or replacement provision in accordance with subparagraph (f) of paragraph 1 of Part One of this Schedule, and reconciling a profit or loss on the sale, realization or disposal of any property, plant and equipment stated in accordance with paragraph 17 with the amount slated in the profit and loss account or statement of comprehensive income in accordance with subparagraph (m) of paragraph (1) of Part One of this Schedule.
  2. For each class of current assets there shall be provided, by way of note or otherwise, information sufficient to indicate the basis of valuation and in particular the nature of the valuation procedure followed in arriving at the statement of financial position value.
  3. Assets in respect of which different methods or basis of valuation or provision for depreciation or replacement are used shall for the purposes of this Schedule, be regarded as assets of different classes.
  4. There shall be shown the aggregate of the amounts due to the company at the end of the financial year which are included in the sums disclosed in accordance with section 133 of this Act together with a statement, by way of note, of the other information required to be disclosed by that section.
  5. There shall be shown the aggregate of the amounts due to the company in respect of advances made in accordance with section 60 of this Act.
  6. The amount of any preliminary expenses, and expenses incurred on the issue of shares or debentures, including any sums paid byway of commission or brokerage on the issue of shares or debentures, shall be debited to the profit and loss account and shall not be treated as an asset.
  7. The expenses incurred on the issue of shares when determined to be direct and incremental shall be deducted from the total proceeds on issue and any other expenses that are not direct and incremental shall be debited to the profit and loss account or statement of comprehensive income.

Liabilities

  1. For the purposes of this Act, current liabilities arc liabilities due and payable, other than liabilities, the payment of which may, at the option of the company, be postponed within twelve months of the date of the statement of financial position together with any other liabilities that are under the International Financial Reporting Standards appropriately so classified.
  2. Without limiting paragraph 13 of this Schedule, each of the following classes of liabilities shall, so far as they are applicable to the business of the company, be distinguished:

(a) bank borrowings and overdrafts;

(b) bills of exchange and promissory notes payable;

(c) trade creditors;

(d) the net amount payable to members in respect of dividends declared or recommended;

(e) any amounts due to directors and other officers of the company other than items arising in the ordinary course of business;

(f) income tax, distinguishing between different taxes and between amounts due in respect of different fiscal periods;

(g) debts secured by debentures, other than those shown under subparagraph (a) stating in respect of each class of debentures the date or dates on or after which the company has the option of redemption, and the date or dates on or before which the company is under the obligation finally to redeem the loans or debentures or any part of the loans or debentures specifying in each case the proportion of the total issue that may or must be redeemed, and the redemption price;

(h) any borrowing other than those stated in this paragraph; and

(i) other accrued liabilities.

  1. A liability shall not stand in the statement of financial position at a value less than the amount at which the liability is repayable other than at the option of the company, at the statement of financial position date or, if the liability is not then repayable at the amount at which the liability will first become so repayable at an earlier date after that date, where appropriate, a reasonable deduction for discount until that date.
  2. If a liability of the company is secured otherwise than by the operation of law on any assets of the company, the fact that the liability is so secured shall be stated, together with a statement of the assets upon which it is secured, and, where more than one class of liabilities is so secured, their relative priorities with respect to payment of interest and redemption.
  3. If any of the debentures of the company have been beneficially acquired by the company or by a nominee acting on behalf of the company, the amount of these debentures, calculated on the same basis as the total amount standing in the statement of financial position in respect of the debentures of that class, shall, unless the debentures so purchased are cancelled, be shown as a deduction from that total; and if the amount of the debentures purchased is greater or less than the amount expended upon purchase, the difference shall be shown in the profit and loss account or statement of comprehensive income as if it were a premium or discount on debentures.
  4. There shall be stated by way of note or otherwise, particulars of any debentures of the company that have been redeemed or purchased by or on behalf of the company which the company has power to re-issue.
  5. There shall be included in or attached to the statement of financial position in respect of each class of liabilities referred to in subparagraphs(f)and (g) of paragraph 26 of this Schedule that is shown in the statement of financial position at the end of the immediately preceding financial year, a statement containing the following information:

(a) the balance shown at the end of the immediately preceding financial year;

(b) the amounts of additions to, and deductions from, the statement of financial position during the financial year ending on the date of the statement of financial position, with particulars of the additions and deductions sufficient to identify clearly the source of each item; and

(c) the balance at the date of the statement of financial position.

Reserves

  1. There shall be recorded in an account, to be called the reserves account, the amount by which the reserves, as defined in section 70of this Act, exceeds the credit balance on the share deals account plus the balance on the retained earnings if a credit, or minus if that balance is a debit.
  2. (1) There shall be shown

(a) the stated capital of the company distinguishing between amounts relating to different classes of shares;

(b) the amount standing to the credit of the reserves account;

(c) the amount standing to the credit of the share deals account;

(d) the balance of retained earnings, and if that balance is a debit balance, it shall be deducted from the sum of the three preceding amounts.

(2) There shall be included in or attached to the statement of financial position in respect of each item referred to in subparagraph (1) of this paragraph that is shown in the statement of financial position at the end of the immediately preceding financial year, a statement containing the following information:

(a) the balance shown at the end of the immediately preceding financial year;

(b) the amounts of any additions to, and deductions from, that balance during the financial year, with particulars of the additions and deductions sufficient to identify clearly the source of each item; and

(c) the balance at the date of the statement of financial position.

(3) The aggregate amounts of dividends paid or recommended, net of the tax deductible from those amounts distinguishing between dividends on different classes of shares, shall be debited to retained earnings.

  1. There shall be shown in the statement of financial position, or in a schedule attached to the statement of financial position,

(a) the amount of stated capital attributable to each of the items specified in subsection (1) of section 68 of this Act, distinguishing, in the case of items (a) and (b) between different classes of shares;

(b) the number of authorised shares of each class;

(c) the number of issued shares of each class;

(d) the number of treasury shares of each class

(e) the amount of any unpaid instalments or calls on shares which are due and payable and the number and class of shares concerned;

(f) in the case of a company limited by shares,

(i) the amount of the unpaid liability, on the shares of each class, which is not yet due for payment; and

(ii) the amount of the unpaid liability which, pursuant to section 57 of this Act, the company has resolved shall not be capable of being called up except in the event and for the purpose of the company being wound up;

(g) in respect of any shares on which there are any arrears of fixed dividends, the total amount of the arrears, stating whether the amount is net or gross of the tax that may be deducted;

(h) if an issue of shares has been made in contemplation of the redemption of preference shares out of the proceeds of the issue, a statement to that effect and of the total amount made available for use in the redemption; and

(i) the number of shares which a person has an option to subscribe for, distinguishing those in respect of which the option can be exercised by directors of the company, together with the following particulars of each option:

(i) the period or periods during which it is exercisable; and

(ii) the price or prices during each period to be paid for shares subscribed for under the option.

  1. There shall be stated by way of note an amount standing to the credit of the retained earnings which the company is, in accordance with paragraph 9 of this Schedule or otherwise, under an obligation not to distribute by way of dividend.

Supplementary

  1. There shall be stated by way of note or otherwise,

(a) the basis on which foreign currencies have been converted into Ghanaian currency;

(b) particulars of a charge on the assets of the company to secure the liabilities of any other person, including a statement of the amount or estimated amount secured;

(c) the general nature of any contingent liabilities not provided for and not otherwise disclosed and the amount or estimated amount of those liabilities;

(d) the general nature of contracts for capital expenditure not provided for and the amount or estimated amount of those contracts; and

(e) the general nature of any credit facilities available to the company under a contract, other than trade credit available in the ordinary course of business, and not taken up at the end of the financial year.

  1. Except in the case of the first statement of financial position drawn up after the commencement of this Act there shall be shown the corresponding amount of each item for the immediately preceding financial year.
  2. Where an item shown in the statement of financial position or included in amounts shown in the statement of financial position cannot be determined with substantial accuracy, an estimated amount described as such shall be included in respect of that item and shall be distinguished, by way of note or otherwise, together with a description of the item.
  3. A provision of this Schedule with respect to the information to be shown in the statement of financial position does not require the amount of an item that is of no material significance to be shown separately.

PART THREE

PROVISIONS APPLICABLE TO HOLDING COMPANIES

  1. This Part of this Schedule shall apply where the company is a holding company as defined in the First Schedule.
  2. There shall be stated by way of note or otherwise,

(a) the total number of shares held by or on behalf of the company in each of its associated companies, and

(b) the total number of the shares and amount of debentures of the company held by or on behalf of subsidiaries, but excluding in both cases shares and debentures held as personal representative or as trustee of a trust in which neither the company nor any of the associated companies is beneficially interested otherwise than by way of security in the ordinary course of business, distinguishing shares and debentures of different classes, and stating the total number of shares and the amount of debentures of each class in issue at the date of the balance sheet.

  1. Where it is reasonably practicable, the amount included under each head of revenue or expense shown in the income statement that is received or receivable from, or paid or payable to, an associated company shall be distinguished.t
  2. The amount included in each class of assets shown in the statement of financial position in respect of financial interests in associated companies shall be distinguished.
  3. The amount included in each class of liabilities shown in the statement of financial position in respect of indebtedness to associated companies shall be distinguished.
  4. Where consolidated financial statements are not prepared, there shall be attached to the statement of financial position, a statement showing,

(a) the reasons why subsidiaries are not dealt with in the consolidated financial statements;

(b) the net aggregate amount, so far as it concerns the interests of the holding company, of the balances transferred from the income statements of the subsidiaries to the retained earnings accounts of the holding company, or the equivalent amount in the case of foreign or other subsidiaries not having retained earnings accounts,

(i) for the respective financial years of the subsidiaries sending with or during the financial year of the company giving, so far as is practicable, the same information with respect to that amount as is required by paragraph 3 of this Schedule to be given with respect to the statement comprehensive income of the company;

(ii) for the total period covered by the previous financial years of the subsidiaries since they respectively became the subsidiaries of the holding company so far as it has not been dealt with in the accounts of the company of a previous financial year;

(c) the net aggregate amount so transferred so far as this amount is dealt with in the accounts of the company for the financial year; and

(i) any qualifications contained in the report of the auditors of the subsidiaries on the financial statements of the subsidiaries for their respective financial years ending as stated in subparagraph (i) of paragraph {b), and any note or saving contained in those financial statements to call attention to a matter which, apart from the note or saving, would properly have been referred to in that qualification in so far as the matter, which is the subject of the qualification or note is not covered by the financial statements of the company, and is material from the point of view of the interest of the company, or, in so far as the information required by this paragraph is not obtainable, a statement that it is not obtainable.

  1. Subparagraphs (b) and (c) of paragraph 45 shall apply only to the amounts that could properly enter into the composition of the retained earnings of the holding company.
  2. There shall be stated by way of note, in accordance with subsection(9) of section 131 of this Act, in relation to subsidiaries, whose financial years do not coincide with that of the company,

(a) the reasons why the directors of the company consider that the financial years of the subsidiaries should not coincide; and

(b) the name of each subsidiary whose financial year does not coincide with that of the holding company and the date on which its relevant financial year ended.

  1. The consolidated financial statements, if prepared as consolidated financial statements, shall combine the information contained in the separate statement of financial position and income statements of the holding company and of the subsidiaries dealt with by the consolidated financial statements with the adjustments, that the directors consider appropriate, and the consolidated financial statements shall, in giving the information, comply so far as is practicable, with the requirements of this Act as if they were the financial statements of a single company.
  2. Where consolidated financial statements are prepared and the financial statements of some subsidiaries are not incorporated in the consolidated financial statements, the consolidated financial statements shall incorporate with respect to those subsidiaries, information equivalent to that required to be given in the financial statements of the holding company.
  3. Where consolidated financial statements are prepared other than in the form of consolidated financial statements, they shall provide the same information, so far as is relevant and material, as would have been provided by consolidated financial statements.

PART FOUR

EXEMPTIONS

FOR SPECIAL CLASSES OF COMPANIES

  1. Paragraphs, 4, 5, 6, 9, 22, 32, 33, 34 and 35 of this Schedule shall not apply to a company limited by guarantee.
  2. (1) A company licensed to carry on the business of banking shall not be subject to Part One or Two of this Schedule other than paragraphs l (f),(g), (h), (J) and (p), 2, 3 (a) and paragraphs 4, 5, 9,10, 11, 12, 13, 15, 16, 21, 22, 23, 27, 29, 30, 34, 35, 37, 38 and 39.

(2) Where a banking company as is referred to in subparagraph (1)has reserves which are not separately stated in the statement of financial position, a heading in the statement of financial position stating an amount arrived at after taking into account that reserve or a transfer to, or from, that reserve shall be so framed or marked as to indicate that fact, and the statement of comprehensive income shall indicate by appropriate words the manner in which the amount stated for the profit or loss of the company has been arrived at.

  1. (1) The Minister may, in the national interest and by legislative instrument, prescribe that, companies of a class described in the instrument shall be exempt from any of the provisions of this Schedule, but a company taking advantage of this paragraph shall be subject to the conditions prescribed in the instrument as to matters to be stated in the financial statements, or by way of note to the financial statements and as regards information to be furnished to the Minister or to the Registrar.

(2) If the Minister is satisfied that any of the conditions has not been complied with in the case of a company, the Minister may direct that so long as the direction remains in force, the company shall be excluded from the exemption, wholly or to the extent specified in the direction, although the company is a company of the class prescribed in the instrument.

  1. Despite an exemption conferred by or under this Part of this Schedule, the financial statements of a company shall give the true and fair view required by this Act, but the financial statements shall not be regarded as not giving a true and fair view by reason of the fact that the financial statements do not comply with any of the provisions of this Schedule from which the company is exempt by reason of this Part of this Schedule or an instrument made under the Schedule.
  2. Where the company entitled to an exemption under this Part of this Schedule is a holding company, the consolidated financial statements, if prepared as consolidated financial statements, shall be regarded as complying with the requirements of this Act if the consolidated financial statements comply with the requirements applying to the separate financial statements of the company
SEVENTH SCHEDULE

(section 137)

Matters to be Expressly Stated in the Report of the Auditors

  1. Whether the auditors have obtained the information and explanations which to the best of the knowledge of the auditors and belief were necessary for the purposes of the audit.
  2. Whether, in the opinion of the auditors, proper books of account have been kept by the company, so far as appears from the examination of those books, and proper returns adequate for the purposes of the audit have been received from branches not visited by the auditors.
  3. Whether the statement of financial position of the company and, unless it is designated as a consolidated profit and loss account or statement of comprehensive income, profit and loss account or statement of comprehensive income dealt with by the report, are in agreement with the accounting records and returns.
  4. Whether, in the opinion of the auditors and to the best of their  information and according to the explanations given to the auditors, the accounts give the information required by this Act in the manner so required and give a true and fair view,

(a) in the case of the statement of financial position, of the state of affairs of the company at the end of the financial year, and

(b) in the case of the profit and loss account or statement of comprehensive income, of the profit or loss for the financial year, of the statement of financial position or the profit and loss account or statement of comprehensive income subject to the non-disclosure of any matters to be indicated in the report, which by virtue of Part Four of the Sixth Schedule to this Act, are not required to be disclosed.

  1. In the case of a holding company submitting group accounts, whether, in the opinion of the auditors, the group accounts have been properly prepared in accordance with this Act so as to give a true and fair view of the state of affairs and profit or loss of the company and its subsidiaries dealt with so far as it concerns the interests of the company or so as to give a true and fair view of those affairs or of the profit or loss subject to the non-disclosure of any matters to be indicated in the report, which by virtue of Part Four of the Sixth Schedule to this Act are not required to be disclosed.
  2. Whether the auditors were independent of the company under audit pursuant to section 143 of this Act.
EIGHTH SCHEDULE

(Sections 157, 160, 161, 164, 168, 169, 176, 299, 324 (5))

Procedure for General Meetings

  1. Notice of meetings

(a) Meetings, other than adjourned meetings, shall be convened by notice in writing to the persons who are, under subparagraph (f), entitled to receive notice of general meetings.

(b) Subject to subparagraphs (c) and (d), at least twenty-one days notice, or in the case of a special resolution undersection 2 of the Bodies Corporate (Official Liquidations)Act, 1963 (Act 180), seven days notice exclusive of the day on which the notice is served, but inclusive of the day for which notice is given, shall be given.

(c) The registered constitution of a company may provide for a period of notice longer, but not shorter, than that specified in subparagraph (b).

(d) A meeting of a company shall, although it is called by shorter notice than that specified in subparagraph (b), or in the registered constitution of the company, be deemed to have been duly called if it is so agreed,

(i) in the case of a meeting called as the annual general meeting, by the members entitled to attend and vote at that meeting, and

(ii) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, which is a majority holding not less than ninety-five percent of the shares giving a right to attend and vote at the meeting or,in the case of a company limited by guarantee, by a ninety-five percent majority in number of the members.

(e) Where the members are entitled to vote only on some resolutions to be moved at the meeting and not on others, those members shall be taken into account for the purposes of subparagraph (d) in respect of the former resolutions, and not in respect of the latter.

(f) The persons entitled to receive notice of general meetings, are,

(i) member;

(ii) person on whom the ownership of a share devolves by reason of that person being a legal personal representative, receiver or a trustee in bankruptcy of a member;

(iii) director of the company; and

(iv) auditor for the time being of the company.

  1. Contents of notice

(a) The notice of a meeting shall specify

(i) the place, date and hour of the meeting,

(ii) the general nature of the business to be transacted at the meeting in sufficient detail to enable those to whom the notice is given to decide whether to attend or not; and

(iii) where the meeting is to consider a special resolution, shall set out the terms of the resolution.

(b) In the case of notice of an annual general meeting, a statement that the purpose is to transact the ordinary business of an annual general meeting is a sufficient specification that the business is,

(i) to declare a dividend;

(ii) consideration of the financial statements and reports of the directors and auditors;

(iii) the election of directors in the place of those retiring;

(iv) the fixing of the remuneration of the auditors; and

(v) for the removal and election of auditors and directors;

(c) A business may not be transacted at a general meeting unless notice of it has been duly given.

  1. Service of notice

(a) Notice may be given by the company to a member or director personally, or by

(i) sending it through the post addressed to the member or director at the registered address of the member or director, or

(ii) leaving it for the member or director with a person apparently over the age of sixteen years at that address, or

(iii) sending it to the member or director through electronic means.

(b) Notice may be given to the joint holders of a share by giving the notice to the joint holder named first in the register of members in respect of the share.

(c) Notice may be given to a person on whom ownership of a share has devolved by reason of that person being a legal personal representative, receiver or trustee in bankruptcy of a member personally, or

(i) by sending the notice through the post addressed to that person by name, or

(ii) by the title of representatives of the deceased or receiver or trustee of the bankrupt, or

(iii) by any like description, at the address supplied for the purpose by that person, or

(iv) by leaving the notice for that person with a person apparently over the age of sixteen years at that address, or,

(v) until that address has been supplied, by giving the notice in a manner in which the same might have been given if the death, receivership or bankruptcy had not occurred.

(d) Where a notice is sent by post, service is effected by properly addressing, pre-paying, and posting a letter containing the notice and is considered to have been effected at the expiration of forty-eight hours after the letter containing the notice is posted.

(e) The letter need not be registered but where it is sent to an address outside Ghana the letter shall be despatched by airmail.

  1. Accidental failure to give notice

The accidental omission to give notice of a meeting to, or the non-receiptof notice of a meeting by, a person entitled to receive notice shallnot invalidate the proceedings at that meeting.

  1. Circulation of resolutions and supporting circulars of members

(a) A company shall, at the expense of the company, on the request in writing of a member entitled to attend and vote at a general meeting, include in the notice of that general meeting, notice of a resolution which may properly be moved and is intended to be moved at that meeting and, at the like request, include in that notice, a statement of not more than five hundred words with respect to the matter referred to in the proposed resolution or any other business to be dealt with at that meeting.

(b) If the proposed resolution is not passed at that meeting, that resolution or one substantially to that effect shall not be moved at a general meeting within three years, unless the

(i) directors otherwise agree, or

(ii) request within three years is supported in writing by members of the company representing not less than one-twentieth of the total voting rights of the members having at the date of the request a right to vote on the resolution to which the request relates.

(c) For the purposes of subparagraph (a), a company is not bound to give notice of a resolution or to circulate a statement unless the written request or requests, signed by the member or members concerned, together with the resolution and statement, are deposited at the registered office of the company not less than six weeks before the meeting.

(d) If, after the documents have been deposited, a general meeting is called for a date not more than six weeks after the deposit, the documents shall be deemed co have been properly deposited.

  1. Circulation of circulars of members

(a) At the request in writing of a member entitled to attend and vote at a general meeting, a company shall, unless the company otherwise resolves, but at the expense of that member, circulate to members of the company a statement of not more than one thousand words with respect to a business to be dealt with at that meeting.

(b) The statement shall be circulated to members of the company in a manner permitted for service of notice of the meeting and, so far as practicable, at the same time as notice of the meeting, or, if that is impracticable, as soon as possible after the giving of the notice of the meeting.

(c) A company is not bound to circulate the statement unless,

(i) the written request, signed by the member concerned, together with the statement, is deposited at the registered office of the company not less than ten days before the meeting; and

(ii) there is also deposited with the request a sum of money reasonably sufficient to meet the expenses of the company in giving effect to the request.

  1. Attendance at meetings

(a) Despite a provision in the registered constitution of a company to the contrary, the following persons are entitled to attend a general meeting of the company:

(i) each member of the company;

(ii) each director of the company;

(iii) the Company Secretary; and

(iv) each auditor for the time being of the company.

(b) For the purposes of subparagraph (a),

(i) if the constitution of a company so provides, a member is not entitled to attend unless the calls or other sums of money presently payable by that member in respect of shares in the company have been paid; and

(ii) a member who is a holder of preference shares only is not entitled to attend if the right to do so is validly suspended in accordance with section 52.

(c) Subparagraph (b) does not preclude any other person from attending a general meeting with the permission of the chairperson of the meeting.

  1. Quorum

(a) Subject to subparagraph (b}, a business shall not be transacted at a general meeting unless a quorum of members is present at the time when the meeting commences, but where a quorum is present, the meeting may validly proceed with that business despite that a quorum is not present throughout.

(b) In dealing with a quorum under subparagraph (a), where members present are entitled to vote only on some resolutions and not on others, those members shall be counted towards a quorum in respect of the former resolutions but not in respect of the latter.

(c) Unless otherwise provided in the constitution of a company, quorum is constituted,

(i) if the company has only one member, by that member being present in person or, where proxies are allowed, by proxy;

(ii) in any other case, by two members present in person or, where proxies are allowed, by proxy, or one member so present holding shares representing more than fifty per cent of the total voting rights of the members having a right to vote at the meeting.

(d) Unless otherwise provided in the constitution of the company, if a quorum is not present within half an hour after the time appointed for the meeting, the meeting if convened on the requisition of members in accordance with sections 299 and 324 of this Act, shall be dissolved, and in any other case, shall stand adjourned to the same day, in the next week, at the same time and place or to any other day, place and time that the directors may determine.

(e) If at the adjourned meeting a quorum is not present within half an hour after the time appointed, the member or members present shall constitute a quorum.

(f) Where the meeting is adjourned to the same day, place and time in the following week, notice is not required to begiven, otherwise notice of the adjourned meeting shall be published in at least one daily newspaper circulating in the district in which the registered office of the company is situated.

  1. Proxies

(a) A member of a company entitled to attend and vote at a meeting of the company is entitled to appoint another person, whether a member of the company or not, as a proxy to attend and vote on behalf of that member, and the proxy shall have the same rights as the member to speak at the meeting.

(b) Unless the registered constitution of the company otherwise provides, subparagraph (a) shall not apply in the case of a company limited by guarantee.

(c) The instrument appointing the proxy shall be in writing signed personally by the appointor or the agent of the appointor duly authorised in writing or, if the appointer is a body corporate, under the seal of the body corporate or signed personally by an officer or agent duly authorised.

(d) An instrument appointing a proxy shall be in the form prescribed in the Second and Third Schedules, or in the form that the registered constitution of a company provides, but despite a provision in the constitution of the company, an instrument in the form prescribed in the Third Schedule shall be sufficient.

(e) Unless the registered constitution of the company otherwise provides, the instrument appointing a proxy and the power of attorney or other authority under which the instrument is signed or a notarised copy of that power or authority, shall be deposited with the designated receiving officer

(i) by electronic mail;

(ii) personally at the registered office of the company, or at any other place within the Republic as specified in the notice convening the meeting; or

(iii) by any other means approved by the company, not less than forty-eight hours before the time for holding the meeting or adjourned meeting, or not later than twenty-one days before the meeting or in the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll and in default, the instrument of proxy shall not be treated as valid.

(f) A provision contained in the registered constitution of a company is void in so far as 1t would have the effect of requiring the documents referred to in the constitution to be deposited more than forty-eight hours before the time for holding the meeting or adjourned meeting or, in the case of a poll, more than twenty-four hours before the time appointed for taking the poll.

(g) Where instruments of proxy have been deposited in accordance with subparagraph (e), a person entitled, in the right of that person, or as proxy for another member or members, or partly in one way and partly in another, to more than ten per cent of the total voting rights of the members entitled to vote at the meeting, shall be entitled, at any time during business hours before the conclusion of the meeting, or the taking of the poll, but subject to any reasonable restrictions that the company may impose, to inspect the deposited instruments of proxy and the original or notarized copy of powers of attorney or other authority under which the instruments are signed.

(h) The appointment of a proxy shall be terminated by the death or insanity of the appointor or by the revocation of the proxy or the authority under which the proxy was executed, and the personal attendance of a member at the meeting or the later appointment of another proxy in respect of the same share shall be deemed to be a revocation.

(i) A vote taken in accordance with the terms of an instrument of proxy may be treated by the company as valid despite the termination or revocation of the appointment, so long as a notice in writing of the termination, or revocation, or of the events causing same has not been received by the company at the registered office or other place appointed for the deposit of instruments of proxy, before the commencement of the meeting or adjourned meeting or more than twenty-four hours before a poll.

(j) If, for the purpose of a meeting of a company, invitations to appoint as proxy a person, or a number of persons specified in the invitations arc issued al the expense of the company, then,

(i) the invitations shall be sent to the members entitled to attend and vote at the meeting;

(ii) the invitations shall be accompanied by forms for the appointment of a proxy which shall entitle the members to direct the proxy to vote either for or against each resolution;

(iii) where instruments of proxy are duly completed and returned in accordance with the instructions in the invitation and are not revoked then, the chairperson of the meeting shall demand a poll after a vote by show of hands, unless the result on the show of hands is in accordance with the directions given in the instruments of proxy and on a poll, the votes of the members concerned shall be deemed to be cast in accordance with the directions, in the instruments of proxy despite the absence, abstention, or purported vote of the proxy to the contrary.

(k) Where a member, not having been invited so to do, requests the company to issue that member with a form of appointment of proxy or a list of persons willing to act as proxy, the company may issue the form or list to that member without doing so to the other members entitled to attend and vote, but the form or list shall be available on request in writing to that member and any forms of appointment so issued shall comply with subparagraph (ii) of subparagraph (j)and shall be deemed to be an instrument of proxy to which sub-subparagraph (iii) of sub-paragraph (j)

  1. Obtaining proxies by misrepresentation

(a) The vote of a proxy shall not be rejected at a meeting on the ground that the appointment of a proxy was obtained by misrepresentation.

(b) The Court may, on the application of

(i) the company,

(ii) a member entitled to vote at the meeting, or

(iii) the Registrar,

annul the appointment of a proxy if satisfied that the appointment was obtained by a material misrepresentation of fact whether made fraudulently or not.

(c) Where an order is made, the Court may further order that the holding of the meeting shall be postponed until the date that the Court may order and may give any ancillary or consequential directions that the Court considers fit.

  1. Representation of corporations at meetings

(a) A body corporate, whether a company within the meaning of this Act or not, may, by resolution of its directors or other governing body, authorise a person that the body corporate considers fit to act as its representative,

(i) if the body corporate is a member of a company, at any meeting of the company; or

(ii) if the body corporate is a creditor, including a debenture holder, of a company, at a meeting of any creditors of the company held in pursuance of this Act or of the Bodies Corporate (Official Liquidations)Act, 1963 (Act 180) or of any rules made under this Act or that Act or in pursuance of the provision contained in a debenture or crust deed.

(b) A person authorised under subparagraph (a), on production of a copy of the resolution by which that person was authorised, is entitled to exercise the same powers on behalf of the body corporate which that person represents as that body corporate could exercise if the body corporate were an individual shareholder, creditor or holder of debentures of that other company.

(c) This paragraph does not preclude a body corporate from appointing a proxy to attend and vote on its behalf.                                

  1. Chairperson of meetings

(a) Unless otherwise provided in the registered constitution of a company, the chairperson of the board of directors shall preside as chairperson at a general meeting of the company.

(b) If the board does not have a chairperson or, if the chair person is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act, the directors present shall elect one of their number to be chairperson of the meeting.

(c) lf a director is not present or willing to act, the members present shall choose one of their number to be chairperson of the meeting.

  1. Adjournments

(a) The chairperson may, with the consent of the meeting at which a quorum is present, and shall if so directed by an ordinary resolution passed at the meeting, adjourn the meeting from time to time and from place to place, but a business shall not be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place and an additional business of which due notice shall be given as in the case of an original meeting.

(b) Where a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

(c) Subject to this section, and unless the registered constitution of a company otherwise provides, it is not necessary to give notice of the adjournment of a meeting at which a quorum was present, or of the business to be transacted at the adjournment.

  1. Types of resolution

(a) A resolution is an ordinary resolution when it is passed by a simple majority of votes cast by the members of the company who, being entitled so to do, vote in person or, where proxies are allowed, by proxy at a general meeting.

(b) A resolution is a special resolution when it is passed by not less than three-fourths of the votes cast by the members of the company who being entitled so to do, vote in person or, where proxies are allowed, by proxy at a general meeting of which, notice specifying the intention to propose the resolution as a special resolution, has been duly given.

(c) A reference in this Act or in the registered constitution of a company, debentures or debenture trust deed to an ordinary or special resolution of a meeting of a class of members, creditors, or debenture holders bears a like meaning to that specified in subparagraph (a) or (b) of this paragraph with the substitution of the members of the class for the members of the company.

  1. Amendments

The terms of a resolution, special or ordinary, before a general meetingmay be amended by ordinary resolution moved at the meeting if by theterms of the resolution as amended, adequate notice of the intention topass the resolution can be deemed to have been given in accordance withparagraph 2.

  1. Procedure on voting

(a) Unless the registered constitution of a company otherwise provides, a resolution put to vote at a meeting shall be decided on a show of hands unless a poll is, before or on the declaration of the result of the show of hands, demanded by

(i) the chairperson,

(ii) at least three members present in person or by proxy, or

(iii) a member or the members present in person or by proxy and representing not less than one-twentieth of the total voting rights of the members having the right to attend and vote on the resolution.

(b) A provision contained in the registered constitution of a company regarding voting procedure is void in so far as it would have the effect,

(i) of excluding the right to demand a poll on a question other than the election of the chairperson or the adjournment of the meeting; or

(ii) of making ineffective a demand for a poll on a question which is made by the persons specified in subparagraph(a) (i), (ii) or (iii).

(c) The demand for a poll may be withdrawn.

(d) On a show of hands, each member who is personally present and entitled to vote and each proxy for a member entitled to vote shall have one vote.

(e) Unless a poll is effectively demanded, a declaration by the chairperson that a resolution has, on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the meeting is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution.

(f) If a poll is effectively demanded, it shall be taken at the time and in the manner that the chairperson directs.

(g) In place of directing that a poll shall be taken of those members present in person or by proxy at the poll, the chairperson may direct that voting shall be by postal ballot of the members entitled to attend and vote on the resolution.

(h) For the purposes of subparagraph (g), ballot papers shall be served on the members entitled to attend and vote on the resolution in the same manner as notice of the meeting is required to be given to them, and the members may cast their votes by personally completing the ballot papers or by having the ballot papers completed by their proxies whose instrument of appointment has been deposited, in accordance with subparagraph (e) of paragraph 9, not less than twenty-four hours before the time appointed for the closing of the ballot.

(i) Despite subparagraph (f) of this paragraph, a postal ballotin accordance with subparagraphs (g) and (h) shall be directed by the chairperson if,

(i) the constitution of the company so provides, or

(ii) on, or after the chairperson has directed a poll, an ordinary resolution in favour of a postal ballot under this subparagraph is moved at the meeting and passed on a show of hands.

(j) A postal ballot in accordance with subparagraphs (g) and(h) of this paragraph shall be deemed to be a poll.

(k) Except as otherwise provided in the registered constitution of a company, on a poll each member entitled to vote shall have one vote for each share held by the member and each member of a company limited by guarantee shall have one vote.

(l) On a poll a member entitled to more than one vote, or a proxy representing more than one member or a member entitled to more than one vote, need not, in voting, use all the votes or cast all the votes the member uses in the same way.

(m) Unless the registered constitution of the company otherwise provides, in the case of an equality of votes, whether on a show of hands or a poll, the chairperson of the meeting at which the show of hands takes place or at which the poll is demanded is entitled to a second or casting vote.

  1. Voting by joint holders

In the case of joint holders, the vote of the senior who tenders a vote,whether in person or by proxy, shall be accepted, to the exclusion of thevotes of the other joint holders; and for this purpose, seniority shall bedetermined by the order in which the names stand in the register of members.

  1. Votes by persons of unsound mind

A member of unsound mind may vote, whether on a show of hands ora poll, by the person appointed for the purpose by the Court and theperson so appointed may vote by proxy.

  1. Date of passing of resolutions

(a) A resolution is passed at an adjourned meeting, on the date on which it was in fact passed at the adjourned meeting.

(b) A resolution is passed on a poll, on the day on which the result of the poll is declared, and not on any earlier day.

NINTH SCHEDULE

(Section 303)

FORM Of' STATEMENT INLIEU OF PROSPECTUS AND FINANCIAL
STATEMENT AND REPORT TO ACCOMPANY THE STATEMENT

PART ONE

FORM OF STATEMENT AND PARTICULARS TO BE CONTAINED IN THE
STATEMENT

Statement in Lieu of Prospectus delivered for registration by [insert
full name of company)

1. Unless more than two years have elapsed since the registration of the company

(a) the amount or estimated amount of the expenses incidental or preliminary to the promotion and registration of the company;

(b) by whom these expenses have been paid or are payable;

(c) the names of the promoters;

(d) the amount paid or intended to be paid to any promoter;

(d)Name of Promoter
.................................
Amount in GH Cedis
.................................

(e) the consideration for the payment;

(f) any other benefit given or intended to be given to any promoter;

(f) Name of Promoter

…………………………
Nature and value of benefit…

(g) the consideration for the giving of that benefit;

(h) full particulars of the nature and extent of the interest of every director and proposed director of the company in the promotion of the company

2. The name, address and professional qualification of the auditors of a company, and if auditors have not been
appointed a statement to that effect.

3. The names and addresses of the bankers and legal practitioners of the company

4. The names, countries of incorporation, and nature of
the business of the subsidiaries of the company and of
the bodies corporate in which the company is beneficially
entitled to equity shares conferring the right to exercise
more than twenty-five percent of the votes exercisable at
a general meeting of the body corporate; but if, on the
application of the directors of the company, the Registrar
is satisfied that mention of any of the matters referred
to in this paragraph would be harmful to the business
of the company or any of the associated companies,
the Registrar may direct that the matter need not be
stated. If the company is a subsidiary, the name, country
of incorporation and nature of the business of the holding
company and the number of each class of shares of
the company held by the holding company.

5. Where the company is proposing to acquire securities in a body corporate in this Schedule called a proposed subsidiary which, by reason of the acquisition or anything
to be done in consequence with the requisition or in connection with the acquisition will become a subsidiary of the company, the name, country of incorporation, and
nature of the business of that proposed subsidiary.

6. Where the company is proposing to acquire a business, a full description of the nature of that business.

7. Whether in the opinion of the directors the working capital of the company is sufficient and, if not, how the company proposes to provide the additional working capital thought by the directors to be necessary.

8. The amount of the stated capital of the company distinguishing between each of the items specified in subsection (1) of section 68 of
this Act and, in the case of items (a)and (b), between different classes
of shares.

9. The number and description of the

(a) authorised shares of each class,

(b) issued shares of each class, and

(c) treasury shares of each class of the company

10. The amount paid on the issued shares of each class

(a) in cash, and

(b) otherwise than in cash.

11. The amount remaining payable on the issued shares of each class 11.

(a) presently due for payment,

(b) not yet due for payment, and

(c) which the company has resolved shall not be capable of being called up except in the event and for the purposes of the company being wound up.

12. The amounts of the dividends per share paid by the company in respect of each class of share in each of the five completed financial years of the company immediately preceding the dace of the statement, and
particulars of any cases in which dividends have not been paid in respect of a class in any of those years.

13. The number of unissued shares of each class agreed to be issued and the amount payable thereof

(a) in cash, and

(b) otherwise than in cash

14. (1) The name of each holder and, if any, beneficial owner of more than twenty-five percent of the shares of a class of share of the company; and

(2) the number and description of the shares held or owned.

15. The amount of the outstanding debentures issued or agreed to be issued by

(a) the company, and

(b) any of us subsidiaries and proposed subsidiaries.

16. The amount of any bank overdrafts of

(a) the company, and

(b) any of the subsidiaries and proposed subsidiaries.

17. The nature of the consideration for the issue of any of the shares or debentures of the company issued or agreed to be issued otherwise than for cash

18. Particulars of the shares or debentures of any of the subsidiaries and proposed subsidiaries of the company which have, within the two years immediately preceding the dare of the statement, been issued or which
are proposed to be issued otherwise than for cash and the nature of the consideration.

19. Particulars of the shares or debentures of the company or any of the subsidiaries and proposed subsidiaries which have, within two years
immediately preceding the date of the statement, been issued for cash,stating

(a) the price, and

(b) if not already fully paid, the dates when any instalments are payable

20. Where the shares or debentures of the company or any of the subsidiaries and proposed subsidiaries are under option,or agreed conditionallyor unconditionally to be put under option,

(a) the number and description of the shares,

(b) the amount and description of the debentures,

(c) the period during which the option is exercisable,

(d) the price to be paid for the shares or debentures,

(e) the consideration for the grant of the option, and

(f) the persons to whom the option was given, or, if given to existing members or debenture holders, as members or debenture holders the relevant shares or debentures.

21. Where a property has been acquired or is proposed to be acquired by the company or any of the subsidiaries and proposed subsidiaries, except where the contract for the acquisition was either completed and a purchase money fully paid more than two years before the date
of the statement, or entered into in the ordinary course of business and there is no connection between the contract and the incorporation of the company or the conversion from a private to a public company,

(a) the names and addresses of the vendors

(a) Name of Vendor

(b) the amount paid or to be paid in cash, shares, debentures or otherwise to each vendor stating

i. the total purchase price paid or to be paid,

(i) ..............................

ii. the amount paid or to be paid in cash,

(ii) ……………………….

iii. the amount paid or to be paid in shares and the number and description of such shares,

(iii) Shares...............….

iv. the amount paid or to be paid in debentures and the number and denomination of such debentures and

(iv) Amount in Debentures...……………..

v. the nature of, and value attributed to, other consideration;

(v) Nature.....................….

(v) Value...........................

(b)Name of Vendor

(i) ....................................
(ii) ....................................
(iii) Amount paid in shares
(iv) Amount in Debentures
(v) Nature..........................
Value...........................

(c) the total amount paid or to be paid in, (c)

i. cash,

ii. shares,

iii. debentures, and

iv. other consideration;

v. specifying the amount paid or to be paid for goodwill;

(d) full particulars of the nature and extent of the (d)
interest, direct or indirect, of each director or
proposed director of the company or any of
the subsidiaries and proposed subsidiaries in
that property;

(e) particulars of all transactions relating to that (e)
property which were entered into or completed
within the two years immediately preceding
the date of the statement

22. (1) The dates or, parties to, and general nature of every material contract, other than contracts entered into in the ordinary course of business, or completed more
than two years before the date of this statement.

(2) The place and time, not being less than twenty eight days at which such contracts or copies of the contractor, in the case of any contract not reduced into writing,

(2) Address

Between the...... of......
a memorandum giving full particulars thereof in a language and the...........of...........
acceptable to the Registrar, may be inspected. from...........until...........
(Saturdays, Sundays and public holidays excepted)

23. Names, and the former names, addresses and business occupations of the directors of the company or
proposed directors and Company Secretary, or proposed
Company Secretary, and particulars of any other
directorships held by the directors or proposed directors, in the manner prescribed by section 215 of this  Act.

DIRECTORS AND PROPOSED DIRECTORS

Name ,Former Address ,Business Occupation, Other Directorships, Whether vetted appointed or not

COMPANY SECRETARY OR PROPOSED COMPANY
SECRETARY

Name ,Former Address ,Business Occupation, Other Directorships, Whether vetted appointed or not

24. Names, and addresses of accountants making the reports, if any, delivered for registration with this statement.

(Signatures of the persons above-named as directors or proposed directors or of their agents authorised in writing) ........................
........................

Date...........................................

PART TWO

FINANCIAL STATEMENTS AND REPORTS TO ACCOMPANY
STATEMENT

25. Where the company has been incorporated for more than fifteen months,

(a) copies of the financial statements, consolidated accounts and reports required to be circulated to the members and debenture holders of the company in accordance with section128 of this Act in respect of each of the five completed financial years immediately preceding the date of the statement, or in respect of each of the financial years since the incorporation of the company, if this occurred less than five years before that date; but the accounts and reports shall not be required for a financial year in respect of which copies of the accounts and reports have been annexed to the annual return of the company in accordance with section298 of this Act.

(b) Unless the reports of the auditors on the accounts for those financial years have been made by auditors duly qualified under section 138 of this Act to be appointed auditors of the company, if it had been a public company at the date of each report of the auditors, a report by accountants duly qualified under section 138 of this Act to be appointed auditors of the company with respect to the profits or losses of the company in each of these financial years. and with respect to the assets and liabilities of the company as at the end of the last financial year, or, if the company is a holding company, a like report with respect to the profits or losses and assets and liabilities of the company and the subsidiaries, so far as these profits or losses and assets can properly be regarded as attributable to the interests of the company.

26. Where the company, whether or not incorporated for more than fifteen months, at any time within the five years immediately preceding the date of the statement, has acquired a business or a subsidiary, or where at the date of the statement, the company proposes to acquire a business or a proposed subsidiary,

(a) copies of the financial statements of the business, or subsidiary or proposed subsidiary in respect of each of the five financial years immediately preceding the date of the statement, or in respect of each of the financial years since the commencement of that business, or the incorporation of that subsidiary or proposed subsidiary, if that occurred less than five years before the date of the statement; but its hall not be necessary co deliver for registration, copies of the financial statements of a business or subsidiary for a financial year in respect of which the profit or losses and assets and liabilities of the business or subsidiary are dealt within the accounts or consolidated financial statements of the company for that financial year;

(b) a report by accountants duly qualified under section 139 of this Act to be appointed auditors of the company with respect to the profits or losses of that business or subsidiary or proposed subsidiary in respect of each of the financial years for which an income statement has been delivered for registration pursuant to sub-paragraph (a) of this paragraph, and with respect to the assets and liabilities of that business or subsidiary or proposed subsidiary as at the end of the last financial year; but

i. the report shall deal with the profits or losses and assets and liabilities of a subsidiary or proposed subsidiary which can properly be regarded as attributable to the interests of the company;

ii. when the report relates to a financial year before the subsidiary became a subsidiary of the company or relates to a proposed subsidiary, only those of its profits or losses and assets and liabilities shall be regarded as attributable to the interests of the company as would have been properly attributable if the company had held the securities in the subsidiary or proposed subsidiary which it holds at the date of the statement or proposes to acquire;

iii. where that subsidiary or proposed subsidiary also has subsidiaries, the report shall be extended to the profits or losses and assets and liabilities of that subsidiary or proposed subsidiary and the subsidiaries so far as same can properly be regarded as attributable to the interests of the company;

iv. the report required by this paragraph need not extend to a period in respect of which the profits or losses of that business or the appropriate part of the profits or losses of that subsidiary are dealt within the accounts or consolidated financial statements of the company; and

v. the report required by this paragraph need not extend to the assets and liabilities of a business or subsidiary if same or the appropriate part of the assets and liabilities are dealt with in the last statement of financial position of the company.

27. (1) In making a report that is required by paragraph 25 or 26 of this Schedule, the accountants shall make the adjustments that are in their opinion appropriate.

(2) Where the adjustments are made, the statement shall, in accordance with subsection (3) of section 303 of this Act, have endorsed on, or attached to, the statement, a written statement signed by the accountants setting out the adjustments and giving the reasons for the adjustments.

TENTH SCHEDULE

(Sections 304, 305, 306, 307, 308, 312 and 342 (3))

CONTENTS OF PROSPECTUS ON GENERAL INVITATION

Pursuant to subsection (8) of section 308 of this Act, the prospectus shall state at the head a statement to the effect that,

"A copy of this prospectus has been delivered to the Securities and Exchange Commission in accordance with subsection (1) of section 308 of the Companies Act, 2019 (Act 992). For the financial soundness of the company of the value of the securities on offer, investors are advised to consult a dealer, investment advisor or any other professional for appropriate advice.".

PART ONE

 MATTTERS TO BE SPECIFIED

  1. The full name of the company.
  2. (1) A full description of the securities which the public are being invited to acquire, and of the terms on which the public arc being invited to acquire the securities including,

(a) the date prior to the expiration of which applications will not be accepted or treated as binding;

(b) if securities are being offered for subscription or purchase, the total amount payable for each share or debenture and the amount payable on application, allotment, and otherwise, for each share or debenture;

(c) the policy which will be adopted if applications exceed the shares or debentures on offer.

(2) Where the securities arc unsecured debentures, they shall be described as "unsecured loan stock", "unsecured notes" or the like, and not as "debentures" or "bonds".

  1. Whether application has been or is being made to a stock exchange for permission to deal in the securities concerned

(a) if so, whether the stock exchange is an approved stock exchange; and

(b) if not, a statement that there will not be a market for the securities an d that a holder wishing to dispose of those securities may be unable to do so.

  1. The full name, address and business occupation of each person making the invitation, if other than the company.
  2. The address and the number of the Post Office Box and the digital and electronic addresses of the registered office of the company.
  3. The full name, address and business occupation of each director and proposed director and of the Company Secretary or proposed Company Secretary.
  4. The name, address and professional qualification of the auditors of the company.
  5. The name and address of the registration officer, if any.
  6. The name and address of an underwriter of the invitation.
  7. The names and addresses of the bankers, stock-brokers and legal practitioners of the company.
  8. If the invitation relates to debentures, the names and addresses of any trustees for debenture holders, the date of the resolutions creating the debentures, and short particulars of the security for the debentures or, if the debentures are unsecured, a statement to that effect.
  9. The authorised business or businesses of the company.
  10. A brief summary of the history of the company and of any businesses to which the company has succeeded.
  11. (1) The names, countries of incorporation, and nature of the businesses of the subsidiaries of the company and of the bodies corporate in which the company is beneficially entitled to equity shares conferring the right to exercise more than twenty-five percent of the votes exercisable at a general meeting of the body corporate

(2) If the company is a subsidiary, the name, country of incorporation and nature of the business of the holding company and the number of each class of shares of the company held by the holding company.

  1. Where the company is proposing to acquire securities in a body corporate, in this Schedule called a proposed subsidiary, which, by reason of the acquisition or anything to be done in consequence of, or in connection with, the requisition will become a subsidiary of the company, the name, country of incorporation, and nature of the business of that proposed subsidiary.
  2. Where the company is proposing to acquire a business, a full description of the nature of that business.
  3. The location, area, and tenure, including, where appropriate, the rent and unexpired term of a lease or concession, of the main places of business of the company and the subsidiaries and proposed subsidiaries.
  1. A statement on,

(a) the financial and trading prospects of the company together with a material information which may be relevant to those prospects; and

(b) the material changes in the financial or trading position of the company which may have occurred since the end of the last completed financial year of the company.

  1. A statement by the directors of the company char in their opinion, the working capital of the company is sufficient or, if not, it is proposed to provide the additional working capital thought by the reductions to be necessary.
  2. The amount or estimated amount of the expenses incidental and preliminary to the invitation, including the expenses of an application to a stock exchange for permission to deal in the securities concerned in the invitation, and by whom the expenses are payable.
  3. Particulars of any commissions paid within the two preceding years, or payable, as commission for acquiring any shares or debentures of the company or of any of the subsidiaries and proposed subsidiaries.
  4. Where the company is inviting or, under section 296 of this Act, is deemed to be inviting, the public to subscribe for any of the shares or debentures,

(a) a statement or an estimate of the net proceeds of the issue and a statement on how the proceeds were or are to be applied;

(b) the minimum amount which in the opinion of the directors of the company must be raised by the issue in order to provide sums, or, if part of the sums is to be defrayed in any other manner, the balance of the sums, required to be provided in respect of each of the following matters;

(i) the purchase price of a property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue;

(ii) any expenses incidental and preliminary to the invitation and issue, including the expenses of an application to a stock exchange for permission to deal in the shares or debentures, payable by the company, and the commission so payable co a person inconsideration of that person agreeing to subscribe for, or of that person procuring or agreeing to procure subscriptions for, any shares or debentures of the company;

(iii) the repayment of any moneys borrowed by the company in respect of any of the matters stated in this paragraph; and

(iv) working capital; and

(c) the amounts to be provided in respect of the matters stated in subparagraph (b) of this paragraph otherwise than out of the proceeds of the issue and the sources out of which these amounts are to be provided.

  1. Where a person other than the company is inviting the public to purchase any shares or debentures of the company, whether or not, under section 296 of this Act, the invitation is made by the company,

(a) if the shares or debentures were issued by the company for cash, a statement of the price for each share or debenture at which those shares or debentures were issued, and of the total net proceeds of the issue;

(b) if the shares or debentures were issued by the company for a consideration other than cash, a statement of the nature of the consideration and an estimate by the directors of a fair value of the consideration and of the price for each share or debenture which the consideration represents; and

(c) if the person making the invitation did not acquire the shares or debentures directly from the company on their issues,

(i) if that person purchased them for cash, a statement of the price for each share or debenture at which that person purchased the share or debenture or, if purchased over a period of time at different prices, the lowest and highest prices, and the total purchase price paid by that person; or

(ii) if that person acquired them for a consideration other than cash, a statement of the nature of the consideration and an estimate by that person of a fair value of the consideration and of the price for each share or debenture which the consideration represents.

  1. The stated capital of the company, distinguishing between each of the items specified in subsection (1) of section 68 of this Act, and, in the case of paragraphs (a) and (b) between different classes of shares.
  2. The number and description of the

(a) authorised shares of each class,

(b) issued shares of each class, and

(c) treasury shares of each class of the company.

  1. The amount paid on the issued shares of each class

(a) in cash, and

(b) otherwise than in cash.

  1. The amount remaining payable on the issued shares of each class, distinguishing between the amount presently due for payment and the amount not yet due for payment and, in the latter case, stating what amount the company has resolved shall not be capable of being called up, except in the event and for the purpose of the company being wound up.
  2. The number of unissued shares of each class agreed to be issued and the amount payable for the shares distinguishing between the amount payable in cash and the amount payable otherwise than in cash.
  3. If the shares of the company are divided into different classes, the rights in respect of voting, repayment, dividends and any other special rights attached to the several classes, and a statement on the consents necessary for the variation of those rights.
  4. The amounts of the dividends for each share paid by the company in respect of each class of share in each of the ten completed financial years of the company immediately preceding the date of publication of the prospectus and particulars of any cases in which dividends have not been paid in respect of a class of shares in any of those years.
  5. If any of the shares of the company are redeemable preference shares, the earliest date on which the company has power to redeem those shares.
  6. The name of every holder and beneficial owner of more than twenty-five percent of the shares or a class of shares of the company and the number and description of the shares held or owned.
  7. The amount of the outstanding debentures issued or agreed to be issued by the company and any of the subsidiaries and proposed subsidiaries or, if none, a statement to that effect.
  8. Particulars of any bank overdrafts of the company and any of the subsidiaries and proposed subsidiaries as at the latest practicable date, which shall be stated, or if there are no bank overdrafts, a statement to that effect.
  9. The nature of the consideration for the issue of any of the shares or debentures of the company issued or proposed to be issued otherwise than in cash.
  10. Particulars of any shares or debentures of any of the subsidiaries and proposed subsidiaries of the company which have, within two years immediately preceding the publication of the prospectus, been issued, or which arc proposed to be issued, otherwise than for cash and the nature of the considerations.
  11. Particulars of any shares or debentures of the company or any of the subsidiaries and proposed subsidiaries which have, within two years immediately preceding the publication of the prospectus, been issued, or which are proposed to be issued, for cash, the price and terms upon which the shares or debentures have been or are to be issued and, if not already fully paid, the dates when any instalments are payable.
  12. Particulars of any shares or debentures of the company or any of the subsidiaries and proposed subsidiaries which are under option, or agreed conditionally or unconditionally to be put under option, with the price to be paid for the securities under option, the duration of the option, the consideration for which the option was granted, and the name and address of the grantee, but where the option is to the members or debenture holders or a class of the members or debenture holders it shall be sufficient, so far as names are concerned, to record that fact without giving the names and addresses of the grantees.
  13. Where property has been acquired or is proposed to be acquired by the company or any of the subsidiaries and proposed subsidiaries, except where the contract for acquisition of the property was completed and the purchase money fully paid, more than two years before the date of publication of the prospectus, or entered into in the ordinary course of business and there is no connection between the contract and the invitation,

(a) the names and addresses of the vendors, and

(b) the amount paid or Lo be paid in cash, shares, debentures or otherwise to the vendor and, where there is more than one separate vendor or the company or subsidiary or proposed subsidiary is a sub-purchaser, the amount so paid or to be paid to each vendor, distinguishing between the amounts paid or to be paid,

(i) in cash,

(ii) in shares,

(iii) in debentures,

(iv) the nature of, and value attributed to any other consideration, and

(v) the amount paid or payable for goodwill;

(c) full particulars of the nature and extent of the interest, director indirect, of each director or proposed director of the company or any of the subsidiaries and proposed subsidiaries in that property; and

(d) particulars of the transactions relating to that property which were entered into or completed within the two years immediately preceding the date of publication of the prospectus.

  1. Unless more than two years have elapsed since the registration of the company,

(a) the amount or estimated amount of the expenses incidental or preliminary to the promotion and registration of the company and by whom those expenses have been paid or are payable;

(b) the names of the promoters of the company;

(c) the amount of the cash or securities paid, or benefit given or proposed to be given to a promoter and the consideration for the payment or benefit; and

(d) full particulars of the nature and extent of the interest of each director and proposed director in the promotion of the company.

  1. Where the prospectus includes a statement purporting to be made by an expert, another statement given by that expert to the effect that the expert has given a written consent to the publication of the prospectus and has not withdrawn that consent and the statement must be included in the form and context in which the statement is required.
  2. The dates of, parties to, and general nature of, every material contract, other than contracts entered into in the ordinary course of business or completed more than two years before the date of publication of the prospectus.
  3. (1) A reasonable time, not being less than twenty-eight days during which, and place at which, the following documents, or certified copies of those documents may be inspected

(a) the constitution of the company;

(b) where the invitation relates to debenture, the debenture trust deed;

(c) each contract disclosed pursuant to paragraph 42 of this Schedule or, in the case of a contract not reduced into writing, a memorandum giving full particulars of the contract;

(d) the financial statements, consolidated accounts and reports required to be circulated to the members and debenture holders of the company in accordance with section 128 of this Act, for the five financial years of the company immediately preceding the date of publication of the prospectus or, if the company has been incorporated for less than five years, for the number of years in respect of which the company has or should, in accordance with section 128, have circulated the accounts and reports;

(e) the financial statements of every subsidiary and proposed subsidiary of the company and of every business acquired or to be acquired by the company for each of the five financial years immediately preceding the date of publication of the prospectus, or, if a subsidiary or proposed subsidiary has been incorporated or a business has been carried on for less than five years, for the number of financial years completed since the incorporation or commencement except that, this subparagraph shall not apply to the financial statements of a subsidiary or business in respect of any financial years in which the profits or losses and assets and liabilities of the subsidiary or business are dealt with in the accounts or consolidated accounts of the company;

(f) the other reports, letters, balance sheets, valuations and statements by an expert any part of which is extracted or referred to in the prospectus; and

(g) a written statement, signed by the accountants making the reports required under Part Two of this Schedule, setting out the adjustments made by the accountants in arriving at the figures shown in the reports of the accountants and giving the reasons for the adjustments.

(2) If the whole or a part of any of the above-mentioned documents is in any other language, a certified translation of the document or of the parts of the document shall be made available in a language acceptable to the Registrar for inspection instead of the original or a certified copy.

  1. The names and addresses of the accountants making the reports required under Part Two of this Schedule.

PART TWO

REPORTS TO BE SET OUT

  1. (1) A report by accountants duly qualified under section 138 of this Act to be appointed auditors of the company,

(a) with respect to the profits or losses of the company in respect of each of the ten completed financial years immediately preceding the publication of the prospectus, or in respect of each of the financial years since the incorporation of the company if this occurred less than ten years before the publication, and if the last financial year of the company ended more than three months before the date of the publication of the prospectus, with respect to the profits or losses from the end of the last financial year to the latest practicable date not being less than three months before the date of the publication of the prospectus;

(b) where the company is a holding company, in lieu of the report required by subparagraph (a) of this paragraph, alike report with respect to the profits or losses of the company and of the subsidiaries, so far as the profits or losses can properly be regarded as attributable to the interests of the company;

(c) with respect to the assets and liabilities of the company as at the end of the last financial year or. if the financial year ended more than three months before the date of publication of the prospectus, as at the latest practicable date not being less than three months before the date of publication of the prospectus;

(d) where the company is a holding company, in lieu of the report required by subparagraph (c) of this paragraph, alike report with respect to the assets and liabilities of the company, and of the subsidiaries so far as the assets can properly be regarded as attributable to the interests of the company;

(e) with respect to the aggregate emoluments paid by the company to the directors of the company or an associated company during the last period for which the accounts have been made up, and the amount by which the emoluments would differ from the amounts payable under any arrangements in force at the date of publication of the prospectus; and

(f) with respect to any other matters which appear to the accountants to be relevant having regard to the purpose of the report.

(2) In making the report, the accountants shall make the adjustments that are in their opinion appropriate for the purposes of the prospectus.

  1. (1) Where within the ten years immediately preceding the publication of the prospectus the company has acquired a business or a subsidiary, or where at the date of the publication of the prospectus the company proposes to acquire a business or a proposed subsidiary, are port in a manner stated in this paragraph by accountants duly qualified under section 138 of this Act to be appointed auditors of the company,

(a) with respect to the profits or losses of that business or subsidiary or proposed subsidiary in respect of each of the ten financial years immediately preceding the publication of the prospectus, or in respect of each of the financial years since the commencement of that business or the incorporation of that subsidiary or proposed subsidiary, if that occurred less than ten years before the publication of the prospectus, and if the last financial year of that business,subsidiary or proposed subsidiary ended more than three months before the date of the publication of the prospectus, with respect to the profits or losses from the end of the last financial year to the latest practicable date not being less than three months before the date of the publication of the prospectus; but

(i) the report shall deal with any of the profits or losses of a subsidiary or proposed subsidiary that can properly be regarded as attributable to the interests of the company;

(ii) where the report relates to a financial year before the subsidiary became a subsidiary of the company or relates to a proposed subsidiary only, any of the profits or losses shall be regarded as attributable to the interests of the company which would have been properly so attributable if the company had held the securities in the subsidiary or proposed subsidiary which the company holds at the date of publication of the prospectus or proposes to acquire; and

(iii) where the subsidiary or proposed subsidiary also has subsidiaries, the report shall be extended to the profits or losses of the subsidiary or proposed subsidiary and the subsidiaries so far as those profits or losses can properly be regarded as attributable to the interests of the company; and

(iv) the report required by this paragraph need not extend to a period in respect of which the profits or losses of that business or the appropriate part of the profits or losses of that subsidiary are dealt within the report required under paragraph 45;

(b) where a business or subsidiary has been acquired since the latest date to which the accounts of the company have been prepared, or where the company proposes to acquire a business or a proposed subsidiary, with respect to the assets and liabilities of that business or that subsidiary or proposed subsidiary as at the end of the last financial year or, if the financial year ended more than three months before the date of publication of the prospectus, as at the latest practicable date not being less than three months before the date of publication of the prospectus but

(i) the report shall deal with the assets and liabilities of the subsidiary or proposed subsidiary so far as the assets and liabilities can properly be regarded as attributable to the interests of the company;

(ii) in relation to a proposed subsidiary only the assets and liabilities shall be regarded as attributable to the interests of the company which would have been properly so attributable if the company had held the securities in the proposed subsidiary which the company proposes to acquire; and

(iii) where the subsidiary or proposed subsidiary also has subsidiaries, the report shall be extended to the assets and liabilities of that subsidiary or proposed subsidiary and the subsidiaries so far as those assets and liabilities can properly be attributable to the interests of the company; and

(c) with respect to any other matters which appear to the accountants to be relevant having regard to the purpose of the report.

(2) In making the report, the accountants shall make the adjustments, that are, in the opinion of the accountants appropriate for the purposes of the prospectus.

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