ORC to fully enforce administrative penalties over non-compliance with Companies Act, 2019 from June 2023

The Office of the Registrar of Companies (ORC) has stated that beginning June 1, 2023, it would fully implement and enforce penalties and sanctions on companies and entities that fail to file annual returns, financial statements, and annual renewals. 

In a statement announcing changes to its Fees and Charges on transactions relating to the incorporation and registration of businesses, and the filing of annual returns, the ORC stated that it would “for the very first time be fully implementing section 126(7) of the Companies Act, 2019 (Act 992). 

Section 126 (7) of Act 992 which concerns annual returns, states that “where a Company defaults in complying with the filing of Annual Returns and Financial Statements, the Company and every officer of the company that is in default is liable to pay to the Registrar an Administrative Penalty of Twenty-Five penalty units for each day during which the default continues.”

“This means that effective 1st June, 2023, an administrative charge of GHc300.00 would be charged for each day the default continues against the Company and EVERY OFFICER of the Company until section 126 (7) is complied with,” the ORC said. 

Additionally, the ORC says it would fully enforce the penalty for failure to comply with the statutory provision on Annual Renewals of Partnerships registration and the Registration of Business Names as stated in section 9 (1) of the Incorporated Private Partnerships Act,1962 (Act 152) and section 5A (2) of the Registration of Business Names Act, 1962 (Act 152).  

“Partnerships, especially Auditing Firms on the Register, are to note accordingly and put their Books in order to renew the Partnership Registration and avoid paying this punitive penalty,” the statement said. 

It further stated that the course to fully implement the Companies Act, 2019, is backed by a proposition by its Management and its Board, to ensure that companies seriously comply with the requirements of Act 992. 

“Company Secretaries and Auditors should therefore kickstart the processes in getting these mandatory documents ready and on time to avoid paying this very punitive Administrative Penalty and sanction and push their Companies into a state of inactivity.

“All Company Secretaries who are yet to comply with the directives issued by the ORC on the Name Changes in the Companies Act, 2019 (Act 992) are to submit a Special Resolution for a change of their Company Name by adding the appropriate ‘suffix’ to the end of their Company Name. Companies who have not as yet adopted a Registered Constitution reflecting the changed name in place of their Company’s Regulations are also being reminded to do so by the end of June, 2023.”