Annual returns filing is one of the most commonly neglected compliance obligations for Ghanaian companies. Many directors don't know it exists until they receive a warning from the RGD — or until they need a company certificate and discover their records are in default. Here's what it is and how to stay compliant.
What Are Annual Returns?
Annual returns are a statutory filing requirement under the Companies Act, 2019 (Act 992). Every company registered in Ghana must file an annual return with the Registrar-General's Department (RGD) confirming that the company is still active and providing updated information about its structure.
Annual returns are not the same as tax returns. They are a corporate governance filing — not a financial statement.
What Information Is Required
The annual return includes:
- Company name and registration number
- Registered office address
- Names and addresses of all current directors
- Names and addresses of all shareholders
- Share capital structure
- Principal business activities
- Whether the company is active or dormant
Any changes since the last filing (new directors, changed address, new shareholders) must be updated at the same time.
Deadline
Annual returns must be filed within 28 days of the anniversary of incorporation each year.
Example: If your company was incorporated on March 15, 2023, your annual return is due by April 12 every year.
How to File
Option 1: Online via ORC Portal
The RGD's Online Registry for Companies (ORC) portal allows online filing:
- Go to orc.rgd.gov.gh
- Log in with your company's registration credentials
- Select "Annual Returns"
- Update all required information
- Pay online (mobile money or bank)
- Download confirmation
Option 2: In Person at RGD
- Complete Form 26 (Annual Return Form)
- Submit at any RGD office
- Pay the filing fee
- Receive acknowledgment
Annual Return Fees
Fees are based on the company's authorised share capital:
- Share capital up to GHS 5,000: GHS 100
- GHS 5,001 – GHS 50,000: GHS 150
- GHS 50,001 – GHS 500,000: GHS 300
- Over GHS 500,000: GHS 500
Consequences of Late Filing
- Late filing penalty: GHS 50 per month in default
- Company struck off the register after prolonged non-filing — the company legally ceases to exist
- Directors personally liable for the company's obligations once struck off
- Difficulty obtaining bank loans or entering contracts — banks check compliance status
- Cannot obtain clearance certificates needed for some government contracts
Restoring a Struck-Off Company
If your company was struck off for non-filing, it can be restored:
- Apply to the High Court for restoration
- Pay all outstanding annual returns and penalties
- Court orders the RGD to restore the company
- Cost: GHS 5,000–15,000 (legal fees + penalties)
- Time: 3–6 months
Prevention is far cheaper than restoration.
Annual Returns vs Tax Returns: Don't Confuse Them
- Annual returns (RGD): Company governance filing. No financial data. Due within 28 days of incorporation anniversary.
- Corporate tax return (GRA): Financial filing showing income and expenses. Due April 30 annually.
- VAT return (GRA): Monthly filing if VAT-registered.
You must file all of them. They are separate obligations to separate agencies.
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