a. Differences between a Private Limited Liability Company (PLC) and a Public Limited Liability Company (Public LC) under the Companies Act, 2019 (Act 992):

• Membership: PLC limited to 50 members max; Public LC can have unlimited members.
• Share Transfer: PLC restricts transfers (pre-emption rights); Public LC shares freely transferable, often listed on GSE.
• Invitation to Public: PLC cannot invite public subscriptions for shares/debentures; Public LC can via prospectus.
• Minimum Capital: Both require stated capital, but Public LC often higher for listing; e.g., post-2019 cleanup, banks as Public LCs needed GH¢400m under BoG.
• Governance: PLC simpler; Public LC requires more disclosures, audits, under Corporate Governance Directive.
• Naming: PLC ends with “Ltd”; Public LC with “PLC”.

In Ghana, banks like GCB are Public LCs for capital raising.

b. Conversion process under Act 992, Sections 179-182:

1. Pass a special resolution at a general meeting to convert and amend constitution to remove private restrictions.
2. File the resolution and amended constitution with the Registrar of Companies within 28 days.
3. Obtain certificate of re-registration from Registrar.
4. If listing on GSE, comply with SEC regulations: prospectus, minimum capital, audits.

Practically, as in Access Bank’s conversion efforts, involve BoG approval for banks, ensuring compliance with recapitalization under Notice BG/GOV/SEC/2023/05, taking 3-6 months.