Hire qualified Secretaries – Registrar tells Companies
“We also didn’t have Company Secretaries who had requisite qualifications as spelled out in Act 992. Now you need qualified Company Secretaries."
The Registrar of Companies, Madam Jemima Oware has called on all companies to hire qualified Company Secretaries.
According to her, the Company Secretary is the one who will ensure that companies comply with the new Act therefore hiring unqualified persons will continue to create pressure and problems for her outfit when filing documents due to their lack of knowledge of Company Law.
“We also didn’t have Company Secretaries who had requisite qualifications as spelled out in Act 992. Now you need qualified Company Secretaries. I can tell you that people are still submitting secretaries that are not qualified to carry out the functions of a company secretary
There is nothing wrong with wanting your wife or your child to be part of a company but your wife does not know company law. When that happens, you have all sorts of unqualified people coming into the office to file documents and it creates pressure for us”
Speaking at the first-ever Users forum on the Companies Act, 2019(Act 992) organized by the Corporate Law Institute in Accra on Friday, Madam Jemima Oware also mentioned that issues of proper corporate governance Act lie at the heart of the new Companies Act thus justifying the requirement for stricter qualifications of some personnel.
Additionally, the Registrar of Companies revealed that her outfit will be coming out with new software to be deployed within a year to facilitate the smooth registration of businesses and improve digitalization and create a better client and user experience.
She added that this software is to be funded by the World Bank.
Changes per the new Companies Act, 2019(Act 992)
It was passed on May 2nd, 2019, and received presidential assent on August 2, 2019, to replace the Companies Act, of 1963(Act 179) which was used for over 50 years.
According to Madam Oware, this act is very forward-looking and introduces more robust laws on Corporate Governance, and beneficial ownership, and promotes the ease of doing business.
The Act features various new sanctions and seeks to promote compliance to enhance corporate Governance.
There is a provision that requires the decoupling of the ORC from the RGD.
The following are some of the changes made by the new Companies Act that companies should comply with;
First of all, there was no issue with suffixes specifically designating the types of companies that we should have but the new one has brought 6 suffixes
LTD-Limited Company is a private company
PLC-Public Limited Company is a public company
LBG-Limited by Guarantee
PRUC-Private Unlimited Companies for law firms etc are private unlimited Companies
PUC-Public Unlimted Company
PLBG-Public Limited by Guarantee Company
Secondly, there are new constitutions. Initially, there were regulations. Constitutions govern the operations of a company and the ORC has been able to come out with 6 types per the schedules of the Companies Act(Act 992).
Furthermore, the RGD per this Act has stopped issuing certificates to commence Business but now just has the Certificate of Incorporation.
Companies are now required to declare their ultimate and true beneficial owners introduced through the beneficial ownership regime.
All existing companies are to declare their beneficial owners by the end of December 2022 to avoid being sanctioned.
Auditors who have been auditors of a particular company for more than six years will also have to be changed per Act 992.
All companies have up until December 31, 2022, to change any auditors who need to be changed at the next AGM to conform to the provisions of the Act.
All new Directors who are now required to submit statutory declarations in conformity with the Act, are to do this by proving that they are fit to occupy the position of the Directors and also provide a consent letter relative to their appointments.
