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Registrar-General issues directive on filing annual returns

The Registrar-General, Jemima Mamaa Oware, has stated that her department has put in place measures to ensure that companies cannot file their annual returns without providing information on their beneficial owners (BOs), as mandated under the new Companies Act 2019 (Act 992).

According to her, the Registrar-General’s Department has introduced blockers in its online registration software to ensure that without submitting complete data on a company’s beneficial owners, the system will reject the application.

“We have placed a blocker in our software to ensure that all companies provide their BO data before their annual returns can be filed. We know it is sometimes cumbersome for clients to get to the front-desk and then they are asked to provide all these BO data, but we think clients must comply with enforcement of the Act,” she said.

Touching on the rationale behind this strict directive, she emphasised that it forces the business community to comply with this directive.

She further stressed that the registry is also notifying the general public that all companies that were registered before October 2020 and have not as yet updated their BO register are reminded to do so before 31st December 2022, or face paying penalties.

“We want to state that after this date, in addition to the blocker companies will be made to start paying penalties. So, now that this blocker is free, we are encouraging them to do so because after December 2022 penalties will apply,” she said.

The central register currently records all BO data in addition to the basic data of companies, and is accessible to government agencies, the business community and the general public.

The objective of the BO register is to ensure that businesses know who they are dealing with at each point in time.

Mrs. Oware urged journalists to use the registry effectively for the general public good. “We believe this will provide a competitive business environment and level playing ground for all companies. We look forward to an increase in the requests and use of BO data from journalists in their line of duty – to promote business transparency, create a level playing ground and improve the quality of data held by the Registrar-General’s Department.”

About the BO Register

According to her, the collection of BO data on companies began at the end of October 2020; implying that currently any business being registered will have to provide the registrar with BO information before any approval is given.

To throw more light on the country’s international commitment, she emphasised that Ghana committed to complying with international standards for transparency as far back as 2016 – and establishment of the beneficial ownership register in the same year, at the UK anti-corruption summit in London.

In addition, the country also made other commitments to establish beneficial ownership transparency which included commitments with the Extractive Industry Transparency Initiative (EITI), Financial Action Tax Force (FATR) and United Nations Convention Against Corruption (UNCAC), among others.

The Registrar-General again reiterated that a key factor in bringing effect to this commitment is implementation of the beneficial ownership regime and creation of a central BO register.

“Under the Companies Act 2019 (Act 992), the registrar of companies was mandated as the institution responsible for the creation and maintenance of a register on BO data, as it already houses data on corporate entities.

“Again, as a result of the need to establish this central BO register, the previous Companies Act 1963 (Act175) was amended to incorporate sessions of BO disclosure; and this amendment was the Companies Amendment Act 2016 (Act 920),” she stated.

Unfortunately, it was soon realised through consultation with key stakeholders and representatives of CSOs that there were still gaps in the law, some of which were the omission of key words that do not meet international standards, and also the extent of access to the BO information by the public.

All these amendments were therefore fine-tuned in time to allow for their incorporation into the recently passed Companies Act 2019 (Act 992).

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