Read the law before you file documents at the ORC – Ntrakwah(Esq)
"So those of us here who have to file documents, the message is that we should read the law before we take a step.”
Founder and Chairman of Ntrakwah and Co, and the Corporate Law Institute, Mr. Felix Ntrakwah has advised clients, business people, and Users of the Companies Act to endeavor to read the law if they have to file documents at the Office of the Registrar of Companies.
Even though the procedure sometimes remains unclear in various areas, he still wondered why a company will file returns supported by unnecessary documents.
“Why will a company file returns supported by unnecessary documents? The law says this is what we should do and because sometimes some people want to prove something, they send all kinds of documents to the Registrar. So what should the Registrar do?
So those of us here who have to file documents, the message is that we should read the law before we take a step.”
He made these known at the first-ever Users’ Forum on the Companies Act, 2019(Act 992) held last Friday, November 11, 2022, at the Holiday Inn Hotel in Accra by the Corporate Law Institute and Ntrakwah and Co.
Further to this, Mr. Ntrakwah advised companies against filing returns with incomplete information because such an act creates problems for the office of the Registrar of Companies, and the users alike and thus called on the latter to make a little effort to find a solution to such issues.
Additionally, he mentioned that the ORC is not a storage facility nor a warehouse and called on Users to desist from dumping their unnecessary documents there.
Moreover, Mr. Ntrakwah said that the ORC in addition to the above, is not a criminal investigation Department and thus the officers there cannot be expected to suddenly become investigators, or detectives to be able to find out what a User has brought wrong or not.
Also, he quizzed why the Registrar of Companies demands supporting documents when the law mainly requires the delivery of information on the prescribed form and thus asserted that both sides(ORC and Users) may be doing some wrong things.
Touching on punitive measures against non-compliance, Mr. Ntrakwah urged the ORC not to worry at all explaining that the Companies Act, 2019(Act 992) is arguably one of the laws with the most penalties.
Mr. Ntrakwah thus outlined a gist of some defaults and penalties in the law as follows;
Summary Conviction to a term of imprisonment – 1 Section of the law
Summary conviction to a fine only- 14 sections
Summary conviction to a fine in different penalties or imprisonment or both -14 Sections
Joint and several liabilities (Directors)- 12 sections
Different penalties for each day-9 sections
Different Administrative penalties and further administrative penalties for each day- 9 sections
Administrative penalties exceeding 25 penalty units-43 Sections
Administrative penalties for each day for a copy- 1 section
Administrative penalties for 25 penalty units for each day- 8 sections
Administrative penalties not less than 25 penalty units and not more than 50 penalty units- 4 sections
An administrative penalty of 50 penalty units- 4 sections
An administrative penalty of not less than 120 penalty units and not more than 250 penalty units-2 sections
An administrative penalty of 150 penalty units – 7 sections
An administrative penalty of not less than 150 penalty units and not more than 250 penalty units- 7 sections
An administrative penalty of 250 penalty units- 14 sections
Administrative penalties not less than 250 penalty units and not more than 500 penalty units-6 sections
Liability of the Company and any other officer – 29 Sections
To him, the above means a lot of money for the Office of the Registrar of Companies, and thus appealed to them to apply the sanctions henceforth.
