A private company, under the Companies Act, 2019 (Act 992) in Ghana, is a common business structure for SMEs, often financed by banks like Access Bank Ghana. It contrasts with public companies by restricting share transfers and public offerings. As a banking expert, I’ll describe features with practical ties to lending, where banks assess these for credit risk under BoG guidelines.

Key Features:

1. Limited Liability: Members’ liability is limited to unpaid shares or guarantees, protecting personal assets. This encourages investment but requires banks to scrutinize guarantees in loans.
2. Separate Legal Entity: The company is distinct from owners (Salomon v Salomon [1897] AC 22), able to sue, own property, and contract independently. In practice, this allows perpetual succession despite member changes.
3. Minimum and Maximum Members: At least one member, maximum 50 (excluding employees), promoting close control. Banks prefer this for family businesses due to lower governance risks.
4. Restriction on Share Transfers: Shares cannot be freely transferred without board or member consent, maintaining privacy and control. No public invitation for shares or debentures, avoiding SEC regulations.
5. No Requirement for Public Disclosure: Exempt from filing prospectuses or audited accounts publicly, though annual returns are needed with the Registrar. This reduces costs but increases bank due diligence in financing.
6. Governance Structure: Managed by directors (at least two, including a Ghanaian resident), with optional company secretary. Decisions via meetings or resolutions, aligned with BoG’s Corporate Governance Directive for financed entities.
7. Name and Suffix: Must end with “Limited” or “Ltd,” signaling liability status. Conversion to public possible but rare.

Practically, these features make private companies ideal for controlled operations, but banks mitigate risks via securities, as in post-DDEP recapitalizations.