ORC to check formation of fake companies

President Nana Addo Dankwa Akufo-Addo says many corrupt business practices in the country, especially the formation of fake companies, will be tackled with the establishment of the Office of Registrar of Companies (ORC).

Addressing a ceremony to launch the Office of Registrar of Companies, the President noted that establishment of the ORC would enhance efforts aimed at stopping corrupt practices carried out through the formation of fake companies.

He explained that the passage of the Ghana Companies Act (2019) Act 992, in May 2019, had made provision for the establishment of this new statutory entity, which separated the Office of Registrar of Companies from the Registrar General’s Department.

The ORC has been entrusted with the function of taking up solely the duties of company and business registration and provision of advisory services.

The President reiterated that the ORC would become a viable partner of government in the effort to root out corruption. He said the phenomenon of the creation of shell companies and opaque financial systems that provide an opportunity for the laundering and concealment of illicit wealth was being curtailed dramatically by the enactment of Act 992.

“The duty to provide particulars of beneficial owners under section 13 of Act 992, together with other provisions, provide a strong tool to aiding the fight against corruption, money laundering as well as boost investor confidence in the Ghanaian economy,” he noted.

The Act

President Akufo-Addo further quoted the Companies Act (2019) Act 992, in section 351 (1): “There is established by this Act, the Office of the Registrar of Companies as a body corporate with perpetual succession. (2) “The Office of the Registrar of Companies may, for the performance of the functions under this Act, acquire and hold property and enter into a contract or any other transaction.”

“(3) “Where there is a hindrance to the acquisition of immovable property, the property may be acquired for the Office of the Registrar of Companies under the State Lands Act, 1962 (Act 125) and the cost shall be borne by the Office of the Registrar of Companies” and sub-section (4) states that; “The Registrar shall have a seal which shall bear the words “Registrar of Companies, Ghana”.

He added: “On the appointment of a Registrar, section 362 (1) states as follows; ‘The President shall in accordance with article 195 of the Constitution appoint a person other than the Registrar General as the Registrar of Companies to perform the functions vested by or under this Act or any other enactment. (2) The Registrar of Companies shall hold office on the term and conditions specified in the letter of appointment of the Registrar’.”

Law reforms

The Attorney General and Minister of Justice, Godfred Yeboah Dame, traced the 20-year path that the passage of a new Companies Act had had to travel before same was passed.

According to him, the official launch of the ORC “is the culmination of twenty years of work towards reforming the text and practice of company law in Ghana, which have been superintended by successive Attorneys-General”.

“The first steps were taken in 2002, when the vision of the then Attorney-General, a certain Nana Addo Dankwa Akufo-Addo, now President of Ghana, gave birth to the formation of the Business Law Reform Committee,” the AG indicated.

Mr Yeboah Dame pointed out that the establishment of the ORC does not imply an extinction of the old Registrar-General’s Department.

“The old Registrar-General’s Department set up under the Civil Service (Structure) Regulations, 1961 (L.I. 139)”, the AG said, “continues to exist but will only oversee the registration of industrial property rights, registration of marriages, administration of estates and public trusts.”