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Legal Tool Kit : Filing of Annual Returns

April 15, 2020

Covid 19 or no Covid 19, your company needs to ensure that you are compliant with your regulators.  The crisis means that many companies are more focused on other matters particularly business continuity (which we will treat later on ) but lets start from the basics. – Filing of annual returns – Section 126 (of the Companies Act, 2019 (Act 992) requires all companies registered in Ghana to file Annual Returns with the Registrar General’s Department (‘RGD’) thirty six (36) days after their financial statements have been dispatched to its members and signed by directors.

Due to restriction of movement in Ghana to contain the Covid-19 Epidemic,  the Registrar General has extended the deadline for filing of annual returns for the following classes of companies :

  • Companies Limited by Shares
  • Companies Unlimited by Shares
  • Companies Limited by Guaranty
  • External Companies
  • Renewal of Partnerships

What this means is that if your financial  year ended on 31 December 2019, you now have up to 30 June 2020 to file your annual returns.

If your financial year ended before 30 June 2019 are expected to file returns by 30 December 2020.

Basically, whenever your returns were originally due, you now have you have a minimum of three (3) extra months within which to file.

Broadly, annual returns detail the general position of a company. They are to give an indication of the financial and non-financial state of the company.  Therefore, in preparation of the annual returns be sure to provide accurate information on the management, directors or trustees of the company. Don’t forget about the debenture holders and the state of the indebtedness of the company as well as the company’s principal place of business. Also attach the audited financial statements for the past financial year.

RELATED ARTICLE: LEGAL TOOL AID – COVID-19

Additionally, you are also required to provide information on the movements in share capital, the number of shares, past and current members (shareholders), beneficial ownership information and other matters as at the date of the  Annual General Meeting (AGM). These details help to assist the Registrar General to know the corporate position of the Company as at the date of the filing of the returns.

A company need not make a return in its year of incorporation or in a year ending less than 18 months after the date of incorporation.

The audited accounts of external companies are required to be filed once every year at intervals of not more than fifteen (15) months. 

So don’t get too flustered – you have a bit of time – ensure you get your financial statement ready and audited and get those returns filed before penalties start to accrue. Don’t forget, the Registrar of Companies would publish the names of Companies whom have submitted their returns in the Companies Bulletin.

Penalty – Filing Annual Returns

Regularly, the Company, and each officer of the Company would be liable to pay a penalty of twenty-five (25) penalty units (GHS300) [1]for every day during which the default continues.  Companies that fail to file annual returns in Ghana within the extended period would be liable to an increased penalty of four hundred and fifty (450) ghana cedis effective 6 July 2020.

Should you have any questions, require further clarification or wish to further discuss this requirement, kindly feel free to get in touch.

ALSO READ FROM AUTHOR: WHAT BUSINESSES NEED TO DO WITH THE NEW COMPANIES ACT


[1] 1 penalty unit = 12 ghana cedis

Audrey Kotei, Audreygrey, ghanatalksbusiness.com
Audrey Naa Dei Kotey

Audrey is a qualified lawyer, and the managing partner of AudreyGrey, a legal, tax and compliance firm in Accra. A member of the Ghana Bar Association, her areas of expertise are corporate and commercial law, taxation, labour and insolvency law. She has previously worked as an associate at PricewaterhouseCoopers (Gh) Ltd and a law firm N Dowuona and Co in Accra. She is a member of and serves as the legal advisor to the Ghana Association of Restructuring and Insolvency Advisors (GARIA) where she assisted with drafting and policy formulation for the new Companies Act and Corporate Insolvency Bill. She is also an experienced Chartered Accountant and a member of the Association of Chartered Certified Accountants, ACCA (UK) and the Institute of Chartered Accountants, Ghana (ICAG). She is currently pursuing the Chartered Institute of Taxation (CIT) certification. 

Contact : Tel: 0302913994, 0244631938, Email : info@audreygrey.co
Web : www.audreygrey.co

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Source : African Media Agency (AMA)

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