This follows the failure of the companies to file their annual returns in order to be in good standing.

The companies have been served with notices, and reminders through various sensitisation programmes and multiple publications for the past two years.

Initially, the Office of the Registrar of Companies (ORC) gave the companies up to the end of 2023 but decided to extend the period to allow for intensive public education by the ORC and adequate preparation on the part of the defaulting businesses to enable them to comply with the directive.

This was contained in a press release signed and issued in  Accra on Monday, June 3, 2024, by the Registrar of Companies, Jemima Mamaa Oware.

Penalty

“Per Section 289 (5) of Companies Act 2019 (Act 992), a company that has its name struck off from the register cannot and is not permitted to conduct business under the Company name for twelve years.”

It further noted that business names (Sole Proprietorships) lose the right to the name as it falls into the public domain after the name is struck off the Register by reason of default in accordance with section 59(A) of the Registration of Business Names 1962 (Act 151).

Furthermore, the release warned that “a company struck off the register can only be restored by the Registrar of Companies after a court finds sufficient cause and therefore issues an Order to the Registrar of Companies directing the restoration of the name to the register as per Section 289 (7) of the Companies Act 992.”

It revealed that “over 8,000 companies limited by Shares (both Private and Public) which were published in the national dailies and on our official website have been served notices and reminders through vigorous sensitisation and multiple publications for the past two years and were recently notified again in a release dated February 12, 2024, urging them to file their Annual Returns to be in good standing.”

It therefore reminded companies and businesses in default to file their Annual Returns and Renewals as directed by the Registrar of Companies because the Office will end the validation process of the entities in default by June 30, 2024.

Annual returns

The release stated that filing Annual Returns is vital for maintaining compliance and transparency within the business community.

It ensures that companies and businesses fulfil their statutory obligations and remain in good standing with the Office.

In addition, the release advised that failure to meet these obligations not only jeopardised the entity’s legal standing but also undermined public trust and confidence and therefore requests that these entities take immediate action to be in good standing to avoid paying penalties and suffering potential legal repercussions.

“The ORC encourages compliance from all stakeholders to uphold the integrity of the business environment and foster trust and confidence among investors, consumers, and the public,” it stated.

It urged defaulting companies to visit the ORC’s website to check the names of affected companies in default to be stricken off.

ORC

The ORC is the government of Ghana’s agency established by the Companies Act, 2019 (Act 992) with the purpose of facilitating orderly conduct of business and provision of business registration, insolvency, and regulatory services and in the process, to create an attractive business environment in the country.

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According to the Department, the affected companies failed to comply with a directive it issued on the filing of their returns.

These companies include 1,374 limited by shares, others limited by guarantees such as churches, schools, fun clubs and associations.

It also includes 41 external companies and 395 voluntarily owned up companies.

This was in a statement signed by Registrar-General, Jemima Oware.

It noted the action is in accordance with section 289 of the companies Act 2019 (Act 992) which dictates that a company can be struck off the companies register for failing to file its annual returns on time or failing to notify the Registrar of Companies of a change in Company’s Registered office and principal place of Business.

In view of this, the department has urged all defaulters and dormant companies whose names did not appear on the first batch of the deletion to file their returns by 30th June 2022.

It has warned that these entities will suffer the same fate in phase two of the delisting that begins in February 2022.

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Meanwhile, it added that the penalty for late filing of annual returns will be increased from GHC 450 Cedi to 500 after the June deadline.

Read the full statement below:

A statement issued by the Department said the fraudsters call officials of companies in default and demand payment of monies by clients into their mobile money accounts, failure of which they threaten to refer them to the court.

“We wish to inform the general public that, the Department has not assigned nor authorized any intermediary or agent to call clients to demand money to file Annual Returns.

“Neither does the Department have a Dissolution or Audit Unit tasked to dissolve Companies in default or not in good standing,” it said.

The Registrar-General’s Department also emphasised that it does not operate or have any mobile money account.

“Our cherished clients are encouraged to make all payments at our on-site Fidelity Bank for manual transactions or the ghana.gov online payment platform for online registration,” the press statement added.

Individuals, who wish to undertake any enquiry, have been entreated to contact the Department on 055 765 3130 and 030 622 6180.

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