Under the Companies Act, 2019 (Act 992) of Ghana, a private company is required to maintain several statutory registers to ensure compliance with corporate governance and regulatory requirements. These include:
1. Register of Members (Shareholders)
• This register contains details of all the shareholders of the company.
• It must include:
• The name and address of each shareholder.
• The number of shares they hold.
• The date they became a shareholder.
• The date they ceased to be a shareholder (if applicable).
• The register must be updated whenever there is a change in shareholding.
2. Register of Directors and Secretaries
• This register records details of all directors and the company secretary.
• It must include:
• Full name, nationality, residential address, and occupation of each director.
• Any former names (if applicable).
• The date of appointment and, if applicable, the date of resignation or removal.
• Directors have a duty to notify the company of any changes in their details.
3. Register of Beneficial Owners
• This register identifies individuals who ultimately control or own the company, even if they do not appear as direct shareholders.
• It must include:
• Full name, nationality, residential address, and occupation of the beneficial owner.
• Details of the nature of their control or ownership (e.g., owning more than 25% of shares or voting rights).
4. Register of Charges
• If the company takes loans or creates security over its assets (e.g., a mortgage), it must record these charges in this register.
• It must include:
• The nature and amount of the charge.
• The name of the lender (e.g., bank or financial institution).
• The date the charge was created and, if applicable, satisfied (i.e., paid off).
5. Register of Debenture Holders (if applicable)
• If the company issues debentures (a type of loan instrument), it must maintain a register of debenture holders.
• This register contains:
• The names and addresses of debenture holders.
• The amount of debentures issued.
• Terms and conditions of the debentures.
6. Register of Allotments
• This records details of shares issued or allotted to shareholders.
• It must include:
• The names of shareholders who received shares.
• The number and type of shares allotted.
• The date of the allotment.
• Consideration paid for the shares (cash or otherwise).
7. Register of Transfers
• Whenever shares are transferred from one shareholder to another, the company must update this register.
• It must include:
• The name of the transferor (seller) and transferee (buyer).
• The number and type of shares transferred.
• The date of transfer.
8. Register of Directors’ Interests
• Directors must disclose any personal interests they have in company transactions.
• This includes:
• Shares they hold in the company.
• Any contracts or business dealings between the director and the company.
• Any conflicts of interest.
Where Should These Registers Be Kept?
• The company must keep these registers at its registered office or another designated place.
• They should be available for inspection by regulators, shareholders, and other relevant parties as required by law
Author – Adwoa Osafredu Asubonteng