Beneficial Ownership Transparency in Ghana: New Requirements for Companies

As part of Ghana's commitments to combat money laundering, corruption, and illicit financial flows, the Companies Act, 2019 (Act 992) introduced mandatory beneficial ownership transparency requirements. All companies registered in Ghana must now maintain a register of their beneficial owners and report this information to the Registrar of Companies. Here's what this means for your business.

What Is Beneficial Ownership?

Beneficial ownership refers to the natural person(s) who ultimately own or control a company — the human beings at the end of any ownership chain, not the intermediate holding companies or nominee structures. A beneficial owner is someone who:

• Directly or indirectly holds 10% or more of the shares or voting rights in the company
• Has the right to appoint or remove the majority of the board
• Exercises significant influence or control over the company (including through informal means)

The Requirement Under Act 992

Every company registered in Ghana must:

1. Maintain an internal Register of Beneficial Owners containing: the beneficial owner's full name, residential address, nationality, date of birth, TIN/ID number, nature and extent of interest
2. File the beneficial ownership information with the Office of the Registrar of Companies (ORC)
3. Update the register whenever there is a change in beneficial ownership (within 14 days of the change)

Who Must Comply?

• All companies incorporated in Ghana (private limited, public limited, companies limited by guarantee)
• External companies (foreign companies registered to operate in Ghana)

Sole proprietorships and partnerships registered as business names are not companies and are not subject to this specific requirement.

How to Identify Beneficial Owners

For a simple company where named individuals hold shares directly, the analysis is straightforward. For complex structures:

• If a company holds shares through an intermediate holding company, trace through to the natural person at the top
• If shares are held by a nominee (someone who holds on behalf of another), the true owner behind the nominee is the beneficial owner
• For trusts holding shares: the trustee(s) and beneficiaries may all need to be disclosed

Filing with ORC

Beneficial ownership information is filed through the ORC's online portal. It is incorporated into the company's annual returns. First-time filers should ensure all historical ownership is properly recorded.

Penalties for Non-Compliance

• The company can be struck off the register
• Directors face personal fines
• Criminal prosecution for providing false information

Confidentiality

While beneficial ownership information is filed with ORC, the extent to which it is publicly available (vs available only to regulators) depends on current ORC policy. The trend globally is toward public registers — Ghana is moving in this direction.

Use our free Business Structure Finder to register correctly. Read about AML compliance and directors' duties.