(a)

• Shall not create, issue, or be registered with shares.
• May not lawfully be incorporated with the object of doing business for profit.
• Any surplus income is reinvested into operations—no distribution as dividend.
• Members guarantee to contribute to the assets of the company in winding up.
• Members’ liability arises when, in winding up, assets are insufficient to cater for liabilities.
• Members can opt to retire or be excluded if provided for by the constitutions.
• Upon winding up, any assets left are transferred to another limited company by guarantee with similar objects or applied to some charitable object, etc.

(b).

• The name shall not be misleading or undesirable in the opinion of the Registrar.
• Important to conduct a search to ensure the name is not being used by another entity and will be acceptable to the Registrar.
• Upon a written request and payment of a fee, the Registrar can reserve a name pending registration or change of name.
• The last words of the name of a:
  a) private company limited by shares shall be “Limited Company” or the abbreviation “LTD”;
  b) public company limited by shares shall be “Public Limited Company” or the abbreviation “PLC”;
  c) company limited by guarantee shall be “Limited by Guarantee” or the abbreviation “LBG”;
  d) private company unlimited by shares shall be “Private Unlimited Company” or the abbreviation “PRUC”;
  e) public company unlimited by shares shall be “Public Unlimited Company” or the abbreviation “PUC”.
• The Registrar can direct a company to change a misleading or undesirable name, etc.
• Where the Registrar is of the opinion that by reason of a change in the objects of, or the nature of the business carried on by a company, the name under which the company is registered is misleading or undesirable, the Registrar may direct the company to change the name, and the company shall change that name within six weeks of the direction, unless within that time the company has lodged an appeal to the Court against the direction.

(c).

• The company is a juristic person existing only in the contemplation of law.
• It depends on natural persons (directors/officers/shareholders) to act/day-to-day management.
• These individuals only represent the company; hence, their actions within the scope of authority conferred and, in the name, and on behalf of the company bind the company, not themselves.
• The artificial corporate entity is separate and distinct from its owners and other beneficiaries of the company’s activities/property.
• The company has the power of a natural person for the conduct of its business.
• Corporate debt/property etc. are bona fide the company.
• Salomon v. Salomon & Co, Lee v Lee’s Air Farming, Mokor v. K.

(d).

• Sections 330 to 342 apply to external companies as defined in this section. An external company is a body corporate formed outside the Republic that has an established place of business in the country.
• The expression “established place of business” means a management, share, transfer, or registration office, factory, mine, other fixed place of business, but does not include an agency, unless the agent has, and habitually exercises, a general authority to negotiate, conclude contracts on behalf of the body corporate, or maintains a stock of merchandise belonging to that body corporate from which the agent regularly fills orders on behalf of the body corporate.
• An external company which establishes a place of business in the country shall, within one month of the establishment of the place of business, deliver to the Registrar for registration:
  • A copy of the certificate of incorporation.
  • A statement duly notarized in the jurisdiction of origin of the company giving the following particulars regarding the company:
    i. The name;
    ii. The nature of business or businesses or other main objects of the company, if any;
    iii. The present forename and surname and a former forename or surname, and the address and business occupation of one person or more persons, in this Act referred to as a local manager, authorised to manage the business of the company in the Republic;
    iv. The number and nominal value of the authorised and issued shares, the amount paid up on the shares, and the amount remaining payable;
    v. The address of the registered or principal office or website in the country of incorporation;
    vi. The address of the principal place of business in Ghana including an electronic mail, digital address, the post office box number, and the telephone contact;
    vii. The name and address in Ghana of a person, in this Act referred to as a process agent, authorised by the company to accept service of process and other documents on behalf of the company.

(e).

• Any person engaged or interested in the formation of a company.
• A person acting in a professional capacity for persons engaged in procuring the formation of a company is not a promoter of that company, e.g., Lawyers/Auditors/Accountants and similar professionals providing services or engaged in their professional capacity towards the company formation are not deemed promoters.
• Certain promoters become the subscribers/members/directors of the new company.
• The promoter shall, until the formation of a company is complete and the working capital of the company has been raised:
  (a) Stand in a fiduciary relationship to the company;
  (b) Observe utmost good faith towards the company in a transaction with the company or on behalf of the company; and
  (c) Compensate the company for any loss suffered by the company by reason of the failure of the promoter to observe utmost good faith.