Registrar of Companies decoupled from RGD; granted financial autonomy

The new Companies Act has separated duties of the Registrar of Companies from the Registrar General’s Department (RGD) in a bid to facilitate business operations and improve quality of service.

Under the old Companies Law, the RGD was responsible for the registration of companies, partnerships, business-names, marriages, adoptions, property rights among others, which overburdened it to deliver quality services. However, with the hive-off, the RGD will now focus on all other duties and leave anything related to business operations for the Registrar of Companies to handle.

The new Act also requires the two registries to retain internally generated funds to carry out their operations. Commenting on this, the Registrar General, Mrs. Jemima Oware, said her outfit is bracing up and mobilising resources to create the new office.

“There is going to be a hive-off. There is going to be a new office set up that will be known as Registrar of Companies. So, we have to make sure we have the building in place; the structures and software upgraded; and our forms changed to comply with the new Company’s Act. We are expecting to use internally generated funds to carry out all these changes.

“The new office will be registering companies, business-names, partnerships, professional bodies, among others. We will also have a beefed-up inspectorate division, which will enable us to inspect companies; and we will also be doing more public education and sensitisation.

“So those activities that were part of the registrar general and have to do with business are going to be hived-off for the office to focus on business activities,” she said in an interview with the B&FT during a Meet the Regulator Series forum organised by Ernst and Young in Accra.

Other changes in the new Companies Act

The ultra vires rule has also been abolished. The new Act no longer requires companies to file an object clause which limits activities it can engage in. Rather, companies can now engage in multiple activities; only it will have to state sectors it will be operating in.

Another significant change that has also been introduced is the emphasis given to the work of a company secretary. Directors of a company can only appoint a person as secretary if he or she has obtained a qualification with an offering in company law practice and administration that enables a person to have the requisite knowledge and perform the functions of a company secretary.

Or the person should have been trained under a company secretary for at least three years; or is a member in good standing of the Institute of Chartered Accountants Ghana.

The directors’ disqualification regime has also been strengthened. The punitive measures have been widened to apply stiffer punishment on miscreant directors.