Sometimes, people are oblivious to the fact that a Not-for-Turn a profit or Non-Governmental Organisation (NGO) is also termed equally a visitor express by guarantee. A private visitor limited by guarantee is a form of business construction ofttimes used by non-profit organizations, clubs, co-operatives, social enterprises, community projects, membership organizations and charities to serve social, charitable, customs-based or other non-commercial causes.

Not-for-profit organisations or Guarantee companies typically retain any surplus income for re-investment or use information technology to promote the non-profit objectives of the business organisation rather than distribute profits to members. Most Non-for-profits / NGOs are not within the tax net of the central government. We are happy to share with you procedures to follow also as the requisites for registering a Non-Governmental System at the Registrar General's Department.

Requirements for registering a company express past guarantee (NGO / Not-for-profit)

  • The name of the organisation (at least 2 names for name search
  • An official fee of Two hundred and Seventy Republic of ghana Cedis (GH₵ 270)
  • Address of company (digital accost, building name, street name, firm number, location or area)
  • Taxation Identification Number for Executive Quango Members, Subscribers, Secretarial assistant.
  • Detailed particulars of Executive Quango Members, Subscribers, Secretary.
  • Passport biodata pages of Executive Quango Members, Subscribers and Secretary (For TIN, where applicative)
  • Proper noun and address of Auditors
  • Auditors consent letter

NB: The accountant or auditing firm must be credible.

  • Accost of registered office, main identify of business organization

What is the cost of registering an NGO / Not-for-Turn a profit or Company express by guarantee?

The total statutory cost for registering an external visitor in Ghana is 270 Cedis. This fee is payable directly to the Registrar General's Department.

Procedures for registering a company express by guarantee (Not-for-profit / NGO)

Applicants may purchase a set of prescribed regulatory documents and a set of form 3s from the Registrar Full general's Department at GH₵9.50 or download all concern registration forms online, http://rgd.gov.gh/index.php/forms/ . To register a visitor express by guarantee, these are the necessary steps that applicants must undertake;

·         STEP ane – Company proper noun search

A business proper name, also known as a company name, is simply a name or title under which an organization or other legal entity trades. If you want an exclusive right to that name, it is vital to do a name search of your intended name to check if a similar or identical proper name of an organization in your field does not be before you can proceed.

In choosing the name for a Not-for-profit one must make sure that the proper name is;

  • Meaningful– Does the name support the positioning and reflect the essence of the organization?
  • Relevant– Is the name relevant to the primal audiences y'all are trying to attain. ( target market, donors, volunteers)
  • Distinctive- Does the proper noun stand out from the names of other organizations in your community?

The RGD may reject names which in its opinion are besides similar to existing names, misleading, offensive, and undesirable or violate existing trademarks. Information technology is advisable to submit alternating visitor names. Be creative with the company names in order to avoid all beingness similar to existing visitor names or trademarks registered past the RGD.

·         Pace 2- Employ for a Taxpayer Identification Number (TIN)

Applicants would be required to provide the Tin can of the board members, subscribers and secretary. In instance any of them do not accept a Tin can, there is a taxpayer identification number form applicants must complete in order to secure a tin.

Information required to complete an individual Can grade include;

  • Name of applicant
  • Occupation
  • Photo ID details
  • Mother'southward maiden name
  • Residential and postal
  • Contact of bidder.

Please note that, for a Ghanaian bidder, you are required to add your Ghana bill of fare ID to the complete TIN form. Foreigners are required to attach a copy of the biodata page of their passport. For foreigners who practice non reside in Ghana just intends to incorporate a company in Ghana, yous must write a letter confirming that you live outside Republic of ghana stating your foreign address. It must be notarized by a notary public in the foreigner'south home country. The letter must exist addressed to the Registrar of Companies.

·         STEP 3 – Consummate Company limited by guarantee class 3B

Data required to complete the form 3B include;

Form 3B – Private Limited by Guarantee

 Information required to complete the grade

  • Visitor Name
  • Nature of Business organisation (Give a brief description of the company'south business activities
  • Registered Office
  • Digital Accost
  • House Number/Building or apartment Proper noun
  • Street Proper noun
  • Metropolis
  • District
  • Region
  • Principal Place of Concern
  • Digital Accost
  • House Number/Building or apartment Name
  • Street Name
  • City
  • District
  • Region
  • Other identify of business if any
  • Personal details of Executive Quango Members, secretary and subscribers (nationality, date of birth, occupation, contact, email and residential address)
  • Tax Identification Number of Executive Council Members, Secretary and Subscribers
  • Auditor's details
  1. Course 26(A) – Consent to human action equally a company director form.

Section 172 (2)(b) of the companies Human activity, 2019, Act 992 states that;

" (two) A person shall not exist appointed every bit a director of a visitor unless the person has, before appointment;

(b) Consented in writing to exist a managing director and filed the consent twenty-viii days."

3.   Course 26(B) – Consent to act as a company secretary form.

According to the Companies Act, 2019, Act 992, department 211(8);

"The Company Secretary shall, before bold role, lodge with the visitor for onward transmission to the Registrar, the written consent to serve every bit a Company Secretary".

Data required to complete this course

  • Company Name
  • Personal details of the secretarial assistant (Name, Residential Address, Postal Accost, Mobile Number and qualification)
  • Signature
  • Date
  1. Form 26 (C) – Statutory declaration form.

This is a form that are required to be completed by the directors of the company to declare that the data provided is truthful.

According to the Companies Human activity 179, all companies are required to take at least two initial directors and a secretary during the company registration procedure. At to the lowest degree i of the company directors or secretary must be resident in Ghana.

  1. v. Beneficial Ownership Course

This form is to disclose the benign owners of the visitor. Complete BO1 and BO2.

Information required to consummate the class;

  1. Purpose of Beneficial Ownership Information (Yous select "Company Registration)
  2. Company Information
  3. List of the Benign Ownership.
  4. Details of the Beneficial Ownership
  5. Blazon of Company

·         Footstep 4- Company limited by guarantee constitution form

Information required to complete the regulations form.

  • Name of company
  • Nature of business
  • Name & TIN of members of the Executive Council
  • Address description of the subscriber. This includes;
    • Name
    • TIN
    • Date of nascence
    • Nationality
    • Business occupation
    • Postal address of the applicant
    • Signature of applicant

·         Pace five-Submission of forms

After completing the forms, an applicant should submit the forms together with the auditors consent letter to the office of the Registrar General Department with an official fee (in greenbacks) of GH₵270. Later a successful registration, the applicant would exist given a Certificate of Incorporation, Document of Outset, Form 3, and the Visitor'south Regulations.

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Licensing requirements for NGOs from the Department of Social Welfare

After registering the company with Registrar Full general's Section, all NGOs are mandated to register with social welfare before the get-go of business organization. Below are the procedures for registration with social welfare.

Apply for NGO status at the department of social welfare which is the regulator of NGO in Republic of ghana, by submitting five copies each of the following documents to the Accra Metropolitan Assembly (A.M.A.) within the Commune where the NGO is located.

 Required Documents for registration with Social Welfare

  • Company registration documents including certificate of incorporation and commencement, form 3&4 and regulations (for companies in the erstwhile organization) or Certificate of incorporation, form 3 and Constitution (for companies in the new organisation).
  • Application letter on the organization'southward official letterhead
  • The organization's constitution
  • An NGO profile form
  • Memorandum of understanding between the NGO and the Government
  • Articles of incorporation from the country of origin (if it is an external visitor).
  • A social investigation written report
  • A recommended letter from the district, municipal or metropolitan assembly responsible for the area where your NGO is to be located.
  • Brochure or publication nigh your organization.
  • The commune office (A.M.A) later on inspection and evaluation write a report to the national or regional office by submitting 3 copies of an endorsement alphabetic character of the section of social welfare.

What is  the cost of  registering an NGO with Social Welfare?

The official fee for registering a visitor express by guarantee with the Department of Social Welfare is ¢i,200 for local NGOs and $1,500 for foreign NGOs who have their branches registered in Republic of ghana.

Taxes for Companies Limited by Guarantee in Ghana

Different before, all companies limited by guarantee were excluded from Corporate Taxes and Value Added Revenue enhancement (VAT). Currently, to authorize for any exemption, the visitor is required to write an official letter of the alphabet to the Commissioner General of Ghana Revenue Potency for the authority to assess, determine and if deemed necessary, grant the exempts based on the nature of business activities and where there volition exist whatever estimated profits or not from their operations. Where the Commissioner has established that the company  or NGO is exempt, and so the NGO is exempted from paying corporate taxes. Corporate tax is the revenue enhancement imposed on the net income of the visitor, in other words, it is a levy placed on the turn a profit of a firm to enhance taxes.

Moreover, they are exempted from paying Value Added Tax (VAT). This is because Companies limited by guarantee do not take tradable appurtenances and services that attract VAT. VAT is charged on the supply of goods and services in Ghana, imported goods and the supply of imported services at a rate of 15%. In a example where the NGO starts to appoint in ownership and selling, the company is obliged to comply with the law and pay tax equally the police demands. In other words, information technology does not become NGO anymore since the activity does not include trading for profit.

However, all Companies limited by guarantee are mandated to pay income taxes on the earnings of their employees. Thus Pay-As-Yous-Earn commonly termed as PAYE. In Ghana, revenue enhancement is deducted from an employee's personal income at source through a 'pay-as-yous-earn' scheme. The highest income tax rate payable by an private resident in Republic of ghana is 25%.

Information technology is the employer'southward responsibleness to file monthly tax returns on behalf of its employees. The employer is required to withhold the employee'southward taxes and pay to the Ghana Acquirement Authority. The tax withheld must exist filed and payment made by the xvth of the month following the month in which the tax was withheld. Failure to do then attracts penalty.

In order not to be caught upward with the law, Investors, businessmen and all charity organization who wish to set up a concern or company in Ghana must try to comply with all the laws of Ghana. This adds up to the brownie of the individual and the visitor every bit a whole.

NGO as a Corporate Shareholder of a Visitor Limited by Shares

Most people know that both companies and individuals can accept shares in a company. Surprisingly, nearly people practise not retrieve Non-Governmental Organization can exist a corporate shareholder in a limited liability visitor. I approximate this is due to the fact that, NGO is notably a non-turn a profit making company and so it is quite interesting for an NGO to have shares in a turn a profit making company. The fact is, Yes! An NGO can be a corporate shareholder in a limited liability company. Nonetheless, the law mandates that the profits accrued from the business organisation operation of the company of which the NGO holds shares would be ploughed back or reinvested in the business to promote the objectives of the NGO.

Almanac General Meetings for Company Express by Guarantee

Pursuant to section 149 of the companies Act – 'Except equally provided in subsection (iii) of this section, every visitor shall in each year agree a full general meeting as its annual general meeting in add-on to any other meetings in that year, and shall specify the meetings every bit the annual general meeting in the notices calling it; and not more than xv months shall expire between the date of ane almanac full general meeting and the next;

Provided that, so long every bit a company holds its first annual general meeting inside eighteen months of its incorporation, information technology need not to concur it in the year of its incorporation or in the following year

Filing Annual Returns for the Company

Every bit required past section 122 of the companies Deed, 1963, all registered companies are to file annual returns each yr, after 18 months of incorporation.

Section122. (ane) states-  Every company shall once at least in every yr, deliver to the Registrar for registration of an annual return, including particulars of every  member of the company, and in the form and relating to the matters prescribed in the 3rd schedule to the companies lawmaking;

(ii) The annual return shall be completed and within forty-two days of the date on which the statements, accounts, and reports of the visitor are sent to the members and debenture holders pursuant to department 124 of this lawmaking, and shall exist signed by a director and the secretary of the company.

The cost of annual returns is ¢50 for companies express by guarantee.

To file for annual returns, these are the requirements;

  • A complete annual returns form from Registrar General's Department
  • Financial Statement for the twelvemonth of filling. (It must be proved and signed by directors of the company at the Almanac General Meeting of the company).
  • Fee of ¢50.

Changes afterward Registration of Company Limited by Guarantee

After registration of a visitor, the subscribers may choose to make amendments similar change of concern address, directors, change of subscribers, modify of business concern name, activity etc. All these amendments must be done at the Registrar General'southward Department.

In that location are forms to be completed depending on the nature of change and written resolutions prepared past the company secretary, dully signed by both subscribers and directors. For Change of directors, both resignation and acceptance letter from the old director and new manager respectively, must be attached.

Can an NGO be converted into a Company Limited by Shares?

Converting an NGO into a visitor limited by shares is allowed and tin can be done at the Registrar General's Section. Aside the modify in company regulations and maybe nature of activity at the Registrar General's Department, there are other tax compliances that the visitor would have to comply in guild to operate as a turn a profit making company. Depending on the new nature of activity, the new visitor may exist required to comply with other regulatory compliances.

According to the company code, Act 179, section 10

1) A company limited by guarantee may not lawfully be incorporated with the object of carrying on business for the purpose of making profits.

(2) If any company limited by guarantee shall carry on business for the purpose of making profits, all officers and members thereof who shall exist cognisant of the fact that it is so carrying on business organisation shall be jointly and severally liable for the payment and discharge of all the debts and liabilities of the company incurred in carrying on such business, and the company and every such officer and fellow member shall be liable to a fine not exceeding v pounds for every twenty-four hour period during which it shall carry on such business.

Conclusion

The registration procedure is fairly easy and non significantly different from other forms of business registrations in Republic of ghana.

We will be happy to facilitate the registration process of your non-for-profit system in Ghana and help yous acquire all necessary licensing to embark concern.

Let us know what your experiences have been in starting a not-for-profit in Ghana.