The Office of the Registrar of Companies Directs Businesses to File Beneficial Ownership
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The Office of the Registrar of Companies Directs Businesses to File Beneficial Ownership
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The Office of the Registrar of Companies (“ORC”) in a notice dated 1 July 2025 has directed all companies incorporated before January 2020 that have not filed their beneficial ownership information with the ORC to do so by 30 October 2025. The directive requires companies to disclose any individual who ultimately owns, controls or influences a company. Such a person is referred to as a beneficial owner (“BO”).
Companies that do not comply with this reporting obligation will incur an administrative penalty of GHS 300 for each day the non-compliance continues. Failing to declare beneficial ownership or provide accurate BO information also attracts a fine ranging between GHS 1,800 and GHS 3,000, imprisonment of one to two years or both.
Beneficial Ownership Explained - What Every Company Needs to Know
Under the Companies Act, 2019 (Act 992) (“Companies Act”) and the Companies Regulations, 2023 (LI 2473) (“Companies Regulations”), the ORC must collect beneficial ownership details of all companies registered in Ghana.
A BO is an individual:
- who directly or indirectly owns or exercises substantial control over a company;
- who has a substantial economic interest in or receives substantial economic benefits from a company, whether acting alone or with others;
- on whose behalf a transaction is conducted; or
- who exercises significant control or influence over a legal entity through formal or informal means.
BO determination is based on ultimate ownership, substantial economic benefit, intermediary benefit and significant control or influence.
“Ultimate Ownership”
“Ultimate Ownership” identifies an individual who directly or indirectly has ownership interests or exercises substantial control over a company. This means that the individual owns shares or voting rights either directly or through an intermediary. A BO must disclose their beneficial ownership where the person has:
- an interest of 5% or for a foreign politically exposed person (“PEP”), a company that operates in a high-risk category or a company that is not listed on a Recognised Stock Exchange;
- any interest for a Ghanaian PEP; and
- an interest of 20% in all other cases.
“Substantial Economic Benefit”
“Substantial Economic Benefit” identifies an individual who has a significant financial interest in a company or gains significant financial benefits from the company, either alone or with others. This benefit may arise through formal or informal arrangements and does not require direct ownership such as holding shares or other interests.
“Intermediary Benefit”
“Intermediary Benefit” identifies an individual who is the real party behind a transaction even if someone else appears to be acting on their behalf. The individual may secretly own or control a company, making it unclear to others with whom they are actually doing business.
“Significant Control or Influence”
“Significant Control or Influence” identifies an individual who exercises significant control or influence over a legal person or legal arrangement through a formal or informal agreement. Significant control or significant influence is defined as the control vested in an individual who may exercise direct or indirect influence or control over a company, through one or more of the following rights:
- appoint or remove a majority of the board of directors, managing director or chief executive officer of the company;
- veto or overrule board decisions or Influence decisions that affect the overall direction of the company;
- exercise voting rights or decision-making power without holding an ownership interest;
- change the nature of the company’s business, approve or amend the company’s business plan or authorise borrowing or lending transactions; or
- authority to sign on the company’s bank or financial accounts, excluding administrative signatories acting solely under employment-related duties.
Even if such rights are not exercised, the power to do so may be enough to trigger beneficial ownership disclosure.
In a nutshell, beneficial ownership may be directly or indirectly owning a significant proportion of shares or voting rights in a company, or influencing significant decisions related to the running of the business of a company. With the filing deadline fast approaching, companies must assess their current ownership structures and ensure full compliance with the directive to avoid regulatory sanctions. Identifying and disclosing BOs is not only a legal requirement but is central to transparency, anti-money laundering efforts, and good corporate governance practices.
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