Editorial: ORC begins processes to de-list companies in default

The Office of the Registrar of Companies (ORC) has commenced legal processes to deregister 8,531 companies limited by shares that have been in default for over two years.

This decision has become necessary to purge the register of dormant companies and companies in default for failure to file their annual returns and update their records, as directed by the Registrar of Companies in accordance with Section 126 of the Companies Act 2019 (Act 992).

According to a release issued by the Registrar of Companies, Jemima Oware, 8,531 companies limited by shares – including both private and public entities – have ignored the Registrar’s instructions to submit their annual returns.

As a consequence, they have been identified as being in default and scheduled to be removed from the Companies Register by May 31, 2024.

Nevertheless, Mrs. Oware said there is still an opportunity for these companies to submit their annual returns along with their audited financial statements to the Office before conclusion of the striking-off process at end-May 2024.

Mrs. Oware reminded company officials that the ORC, in the light of this recent development, will commence implementing a one-off administrative penalty of GH¢1,000 against any company in default – effective May 1.

Indeed, the Office wishes to remind affected companies that as per section 289 (5) (Act 992), a company which has its name struck off the Register is not permitted to conduct business under that company name for 12 years.

Consequently, the Office is urging Secretaries and Auditors of these defaulted entities to prepare all necessary documents to file their annual returns on time, so as to avoid paying this Administrative Penalty and sanctions.

Section 5A (2) of the Registration of Business Name Act 1992(Act151) on annual renewals states that: “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 expiration of the period prescribed for the renewal”.

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