Registrar to slap penalties on defaulting coys in filing returns

The Office of Registrar of Companies (ORC) has warned that failure to file annual financial statements would result in penalties being imposed on the defaulting companies.

This would be the first time that the ORC is fully implementing section 126(7) of the Companies Act, 2019 (Act 992), which states: “Where a company defaults in complying with the filing of Annual Returns and Financial Statements, the Company, and every officer of the company that is in default, is liable to pay to the Registrar an Administrative Penalty of Twenty-Five penalty units for each day, during which the default continues.”

The ORC says it would start the enforcement  of the Act from June 1, 2023, and failure on the part of any company to comply with the law would attract 25 penalty units, thus GH¢300.00 each day.

The information was contained in a news release issued by the ORC, dated January 12, and signed by the Registrar of Companies, Jemima Mamaa Oware.

“The full implementation of the Companies Act, 2019 Act 992 by this section is being proposed now by Management and the Board to ensure Companies take the compliance of this requirement in the Act more seriously than they have done previously. Company Secretaries and Auditors should therefore kick-start the processes in getting these mandatory documents ready and on time to avoid paying this very punitive Administrative Penalty and sanction and push their Companies into a state of inactivity,” it said.

It further added that the ORC was going to enforce section 5A (2) of the Registration of Business Names Act, 1962 (Act 151) on annual renewals.

Per the Act, “without prejudice to any other liability prescribed by this Act, a registration which is not renewed in accordance with this section shall LAPSE and the Registrar may remove from the Register the Business Name of the person whose Registration has lapsed after the expiration of the period prescribed for the renewal.”

Therefore, it warned that from this year, failure by a company to renew its business name, be it sole proprietorship/subsidiary business name for a period of three months after the year, would have the name expunged from the system.

“To avoid such business names falling into the public domain and for anyone of interest to use it after it has been struck off the Business Names Register, Business Name owners can electronically renew their Businesses by dialing the Unstructured Supplementary Service Data (USSD) Code *222# and follow the prompt to make payment with their Mobile Money wallet on the Ghana.Gov payment platform,” it said.

It also called on all Company Secretaries who are yet to comply with the directives issued by the ORC on the Name Changes in the Companies Act, 2019 (Act 992) are to submit a Special Resolution for a change of their company name, by adding the appropriate ‘suffix’ to the end of their company name.

Similarly, companies that have not adopted a registered constitution reflecting the changed name in place of their company regulations are also being reminded to do so by the end of June, 2023.

For service efficiency and effectiveness, it added that the ORC would also be introducing expedited/express services the year.

This is to ensure that patrons of the services get their documents within 48 hours and would be available at the Head Office in Accra and some Regional Offices when it commences after the first half of the year.

The new directives, notwithstanding, the announcement that there had been increases in changes in the fees and charges on all transactions, including the incorporation and registration of businesses, amendments and the filing of annual returns, which took effect from January 1, 2023.

This is in accordance with the Fees and Charges (Miscellaneous Provisions) Act, 2022 Act 1080 as passed by Parliament and earlier indicated in our Press Release dated 14th November, 2022.

The changes in fees and charges would apply to the registration and amendment of business names, subsidiary business names, partnerships, external companies, professional bodies as well as the incorporation of companies limited/ unlimited by shares and companies limited by guarantee.

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