The Registrar-General’s Department has in recent times issued a number of notices intended to inform the general public of its intention to delist dormant Companies from its database.

Dormant Companies in this context means Companies that have failed to comply with several directives issued by the Registrar-General to file their annual returns. Consequently, 2,788 Companies have been removed from the Companies Register for failing to file their annual returns.

This information is contained in a press release issued by the Registrar-General’s Department dated June 12, 2022, and addressed to all media houses.

Why file annual returns?

The filing of annual returns is a statutory requirement that must be carried out annually except in the year of incorporation or where a Company is given the first 18 months to file its first annual returns.

The annual returns must be completed within 36 days from the date on which the financial statements, reports of the directors and auditors of the company are sent to the members and debenture holders and must be signed by at least one director and Company Secretary. 

The rule is that one person can not sign in both capacities even if that person is both a director and a Company Secretary.

Requirements for registering annual returns

Annual returns may not be registered simply because they have been filed with the Registrar-General’s Department. In the case of Seth Daniel Aboagye Mensah v. Akosua Asor [01/06/2012] Suit No. BFA 96/2007 a Company Inspector testified in court that although a Company had filed  26 annual returns from March 1980 to November 2001, none of them had been registered because they were defective and not in compliance with the Companies Act.

In order for the annual returns to be duly registered and published in the Companies Bulletin, businesses must disclose the status of their accounts, the register of their members, the nature of their business among other things.

The 5^th Schedule of Act 992 requires additional particulars to be filed, namely:

1. particulars of shares transferred since the last returns were filed, disclosing the new members as well as the persons who have ceased to be members of the company;
2. particulars of indebtedness in respect of charges;
3. the worldwide subsidiaries and related companies of the company filing the annual returns;
4. the number of directors meetings held in the year. i.e. twice a year and roughly every six (6) months;
5. the date of the last Annual General Meeting;
6. Unclaimed dividends.

Annual returns must be filed with additional documents

The annual returns for a private company must be filed with the following documents:

1. a certification that the company has not, since the date of the last return, issued an invitation to the public to acquire shares or debentures of the company or to deposit money with the company;
2. a certifcation that the members of the company does not exceed fifty;
3. a copy of the financial statement of the company;
4. a written statement by the auditors of the company that, to the best of the knowledge and belief of the auditors, the financial statements and reports have been sent to the shareholders and debenture holders;
5. a certificate that to the best of the knowledge and belief of the persons signing the certificate, a body corporate is not or has not been beneficially interested, otherwise than by way of security, in an issued share of the company, or that if a body corporate is or has not been  so interested, it is an exempted body corporate.

The annual returns for a public company must be filed with a statement of the Company’s financial position, statement of comprehensive income, statement of changes in equity and statement of cash flows, reports of directors and report of auditors sent to members and debenture holders of the company.

 Conclusion

The filing of annual returns is an important statutory obligation and any company and/or officer that is in default is liable to pay to the Registrar, an administrative penalty of 300 cedis for each day that the default continues.

Moreover, as indicated earlier, the Registrar has gone beyond charging penalties and is now removing Companies who have failed to file their annual returns from the Companies Register.

Therefore we recommend that you appoint a qualified Company Secretary to ensure that your Companies annual returns and accompanying documents are duly filed with the Registrar-General’s Department, registered and published in the Companies Bulletin to make them effective.

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The writer is a practicing lawyer and heads the Real Estate and Infrastructure practice group of M&O Law Consult. He is also a licensed Insolvency Practitioner with the Ghana Association of Restructuring and Insolvency Advisors. Email: ematekole@molawconsult.com