Business entities in Ghana in 2023

Healy Consultants will assist our Clients with incorporating the optimal corporate structure in Ghana. There are several ways of doing business in this country, the most common being through the registration of a limited liability company. Alternatively, foreign companies can also register a branch office or a representative office.

The Ghana limited liability company (LLC)

• A Ghanaian LLC can be formed by a single shareholder, who must appoint two directors. While all can be foreigners, one of the directors must be ordinarily resident in Ghana. The minimum paid-up share capital required to complete the incorporation process amounts to US$500,000 for a wholly foreign owned company, but this minimum is increased to US$1,000,000 for a trading company. Foreigners investing in a joint venture with a Ghanaian citizen are required to make a contribution of US$200,000.
• Ghana limited liability companies must appoint a company secretary as well as a licensed Ghanaian auditor, as all business entities are obliged to carry out an audit of their annual financial statements;
• The Ghanaian LLC must have a registered office in Ghana with a post office box to which all communications and notices to the company may be addressed, and must maintain statutory and accounting records in the registered office.

The Ghana public limited company (PLC)

• This business entity is recommended when the promoters intend to publicly list the company. The Ghanaian PLC must have a minimum stated capital of US$500,000, but this minimum is increased to US$1,000,000 for a trading company;
• At least one shareholder and two directors of any nationality must be appointed. As a LLC, it is a requirement that i) one of the directors of the PLC must be ordinarily resident in Ghana and ii) to submit audited financial statements every year to the local Companies Registrar;
• Public companies may offer their shares for sale to the public through a listing on the Ghana Stock Exchange (GSE).

Branch office (External company)

A Ghana branch office requires one representative of any nationality but resident in Ghana, who is authorized to accept service of court processes and other official government documents on behalf of the parent company. Also, the branch office must have a registered address in Ghana with a post office to which all communications and notices may be addressed and must maintain statutory records in this office.

Free zone company

• Investors may also opt to establish an entity in the Ghana free zones. A Ghana free zone company may be 100% foreign owned and does not require a resident director for incorporation process to be complete. Investors must register with the Ghana Free Zones Board (GFZB);
• There is no stipulated minimum capital required in order to establish a company in the Ghana free zones. Investors must however show proof of ability to fund their businesses and fulfil the 70% export requirement for the incorporation process to be complete;
• Entrepreneurs looking to establish a free zone company may invest in any business sector with the exception of i) manufacture of plastic ii) processing of timber and timber related activities and iii) exploration and extraction of precious metals, gas and crude oil;
• The free zone companies are entitled to incentives that include 100% exemption from payment of direct and indirect duties and taxes on all imports for production and exports from free zones, no import licensing requirements and there are no restrictions on repatriation of dividends and net profits. These are among many other incentives offered to investors of free zone companies.

Table of comparison between Ghana entities