Here’s a practical guide from Enterprise Singapore and our knowledge partner, the Ghana Investment Promotion Centre (GIPC), on the nuts and bolts of setting up shop in Ghana.
Business can be conducted under either a limited liability (local company) incorporated under the laws of Ghana or as an external company (branch). The regulator responsible for this is the Registrar’s General’s Department (RGD).
Types of companies recognised for business in Ghana:
This is a company limited by shares incorporated under the Ghana Companies Act, 1963 (Act 179). A subsidiary can either be wholly or partly owned by a Ghanaian or a non-Ghanaian.
The registration of a local company involves the filing of the required forms with the RGD to obtain certificates of incorporation and commencement of business, profile (forms 3 and 4) and a certified true copy of the company’s regulations.
The documents and information required for the registration of a subsidiary include the following:
Also, a 0.5% stamp duty is payable on the stated capital of the company. In addition to the stamp duty, a subsidiary must pay a registration fee of approximately US$75 (GHS 450).
An external company (also known as a branch) is a body corporate formed outside the Republic of Ghana that has an established place of business in Ghana.
The documents and information required for the registration of an external company are as follows:
There must be a minimum of two directors. Registration process is typically faster if one of the directors is Ghanaian, who only needs to hold a small amount of shares. Upon the establishment of the company, directors can be amended.
No, there are no restrictions.
Depending on the company, most incorporation structures require at least one shareholder and two directors of any nationalities to be appointed. While all can be foreigners, one of the directors must ordinarily be resident in Ghana.
Only a Ghana Free Zones company can be wholly owned by foreigners and does not require a resident director for the business incorporation process to be completed. Investors must register with the Ghana Free Zones Board; there is no stipulated minimum capital required to establish a company in the Free Zones.
Outside of the Free Zones, registered companies in Ghana need to have local shareholders in their company set-up.
A minimum of two shareholders are required.
You will need to incorporate your company at the Registrar General’s Department (RGD) and obtain the following after registration:
Next, follow the necessary steps for Minimum Equity Contribution (found in Section E below on Share Capital and Capital Contribution).
Third, register with the GIPC (after paying the relevant fees) for the process to be completed. This procedure takes five statutory working days to complete, provided the registration forms and all supporting documents are in order.
All enterprises must register directly with the Ghana Revenue Authority for purposes of statutory tax e.g. taxes, rebates and exemptions.
Applicable enterprises must register and obtain an environmental permit from the Environmental Protection Agency (EPA). Find out more here.
Note: When registering with other relevant agencies, companies are to comply with regulatory requirements within their various sectors of operation e.g. mining, oil and gas and export.
Foreign investors are required to comply with the GIPC Act 2013 (Act 865) regarding minimum equity requirements either in cash or in capital goods relevant to the investment,
or a combination of both. By way of equity participation, the breakdown is as follows:
There is no minimum equity requirement for foreigners interested in the following sectors: manufacturing, export trading and portfolio investment.
You can do either of the following:
Foreign exchange account (FEA)
Both residents and non-residents are permitted to maintain an FEA. FEAs should be credited with foreign exchange generated from activities in Ghana, such as proceeds from exports of goods and services.
The threshold for transfers abroad from this account is US$10,000 without any initial supporting documents. Thereafter, transfers must be accompanied by supporting documents. Transfers from FEAs to foreign currency accounts (FCAs) are not allowed. Transfers from FEAs to Cedi accounts are allowed.
Foreign currency account (FCA)
Both residents and non-residents may open FCAs with any authorised dealer bank in Ghana. FCAs should be credited with unrequited transfers such as transfers from abroad for investment or embassy transfers.
Transfers from FCAs to FEAs are allowed. Transfers from FCAs to Cedi accounts are allowed. FCAs are free from restrictions, and transfers to and from these accounts may be made freely by authorised dealer banks in convertible currencies.
All enterprises must register directly with the Ghana Revenue Authority (GRA) for purposes of statutory tax e.g. taxes, rebates and exemptions.
When registering with other relevant agencies, companies are to comply with regulatory requirements within their various sectors of operation e.g. mining, oil and gas and export.
Yes, all wholly Ghanaian-owned enterprises and enterprises with foreign participation seeking immigrant quota facilities in respect of expatriate personnel (experts) for their
businesses should satisfy the relevant minimum capital requirements specified under Section 35 of Act 865. Immigrant quota request is by a letter to the GIPC with the following documentation:
Yes. Both employer and employee must contribute to compulsory social insurances/taxes:
Social security tax in Ghana is structured into three tiers; the first two tiers are mandatory contributions while the last tier is voluntary. Of the total contribution of 18.5%, 13.5% is contributed to the first tier and 5% to the second tier. These contributions are deductible for tax purposes and are tax-free for both employer and employee.
There are no restrictions on the contributions made to the fund for the third tier. However, contributions made by an employer and employee of up to 16.5% are exempt from tax for their respective contributions to an approved fund manager. All contributions more than 16.5% are taxable on the employee or employer or both.
Expatriates, unless exempt, are required to contribute to the mandatory social security tax. However, expatriate, employees of contractors and sub-contractors (of upstream petroleum industry) are not required to participate in any insurance, compensation or other employee or social benefit programmes established in Ghana.
Yes, they will require a work and residence permit approved by the Ghana Immigration Service.
Yes, you will need to have a physical office in Ghana. A virtual office address or using another business’ address is not permitted.
You can also tune in to a presentation by the GIPC to find out more about the business landscape in Ghana, key opportunities and what to look out for when setting up your business.