Registrar General warns companies to re-register and file returns

The Registrar-General’s Department has given companies that have failed to re-register and also file their annual returns up to December 31, 2016 to do so or have their names struck out.

Defaulting companies have also been given a grace period of up to Monday, August 1, 2016 to rectify the situation or pay an amount of GH?300 each as penalty, in addition to the fees to be paid for renewing the businesses or filing of annual returns for the number of years in default.

Mrs Jemima M. Oware, acting Registrar-General, in a press release, said the department would commence publication of the names of businesses/companies and partnerships which have not as yet updated their records in the new electronic database to comply with the provisions as stated above.

She explained that the regime of penalty payment would continue after August 1, 2016 until and thereafter the department would start the process of striking out the names of businesses/companies and partnerships that have failed to comply with the department’s directives

According to her, the Registrar-General’s Department on April 15 and 20, 2015, as well as February 29, 2016, published a press statement in the national dailies and the department’s website urging businesses/companies and partnerships to update their records and file their annual reports by June 30, 2016.

Mrs Oware noted that following that directive, some companies/partnerships and businesses have complied whilst a whole lot more businesses/ companies and partnerships have not as yet updated their records into the new electronic e-Registrar.

“As the Registrar of Companies in Ghana, we wish to reiterate that the filing of annual returns is mandatory as stated in Section 122 (1 & 2) of the Companies Act, 1963, (Act179), that a Company shall file its Annual Returns 18 months after incorporation and once at least in every year thereafter.

“Under section 6(1) of the Incorporated Private Partnership Act, 1962, once in every year, the Partners shall deliver to the Registrar for registration a statement in the prescribed form renewing the registration.

“We wish to draw the attention of Companies and Partnerships to the penalty regime in the Companies/Partnerships Acts that the Registrar General will now have to enforce,” she added.

Mrs Oware explained that per section 122 (7), where a company defaults in complying with this section, the company and every officer of the company who is in default is liable to a fine not exceeding 25 penalty units for everyday during which the default continues, and the same applies to partnerships whilst that of Business Names would lapse completely.

According to her, under section 26 of the Interpretation Act (Act 729) 2009, the imposition of a fine as a penalty for the contravention of a provision in the enactment, shall be expressed in terms of a number of penalty units.

One penalty unit is defined as equivalent to the amount of cedis specified in the Second Schedule to this act as being equal to GH?12.

Mrs Oware noted that businesses/companies and partnerships must note that the import of this provision is that they would be paying a penalty in addition to the fees they would be required to pay mandatorily for the filing of their Annual Returns yearly.

“By the foregoing definition, therefore, 25 penalty units would amount to GH?300 for each day that the default continues with effect from Monday, August 1, 2016.

“This regime of penalty payment would continue until December 31, 2016 and thereafter when the department would start the process of striking out the names of Businesses/Companies and Partnerships that have failed to comply with the Department’s directive as stated above and in conformity with the Acts we administer.

“All payments by Businesses/Companies and Partnerships should be paid at the Department’s on-site bank, Fidelity Bank Limited and NOT to any individual,” she added.