Business
Companies Act 2019 abolished authorised share capital and introduced a beneficial ownership register
The Companies Act 2019 (Act 992) replaced the 1963 Act. It removed the authorised share capital concept, abolished the requirement for an objects clause so companies have full capacity, mandated beneficial ownership disclosure, and created the Office of the Registrar of Companies as an independent body.
Key rules
- Jurisdiction — Office of the Registrar of Companies registers; High Court (Commercial Division) hears company disputes.
Governing law
- Companies Act, 2019 (Act 992) — Full capacity; stated capital; beneficial ownership register; resident director.
- Corporate Insolvency and Restructuring Act, 2020 (Act 1015) — Introduced administration and restructuring.
In practice
Act 992 modernised a statute that had stood for over fifty years. Companies now have the capacity of a natural person unless the constitution restricts it, ending ultra vires problems. Authorised share capital is abolished in favour of stated capital. Every company must file beneficial ownership information, part of Ghana's response to extractive-sector transparency commitments. The Act requires at least one director ordinarily resident in Ghana, imposes codified directors' duties including a duty to act in the company's best interests and to avoid conflicts, and introduces a statutory derivative action. Insolvency was separated out into the Corporate Insolvency and Restructuring Act 2020, which introduced administration as a rescue procedure — a significant change from a liquidation-only regime.