The new Companies Act and the beneficial ownership of a company.

Introduction

“Beneficial ownership” has become a global compliance standard, embraced in jurisdictions such as Armenia, Denmark, Indonesia, Mexico, Nigeria, and Kenya. Ghana’s Companies Act, 2019 (Act 992) embeds this standard locally by requiring companies to identify and disclose their beneficial owners.

The aim is clear: greater financial transparency, stronger compliance, and enhanced corporate accountability.

This article explains how beneficial ownership (BO) works under Act 992, what must be filed with the Registrar-General’s Department (RGD), who counts as a politically exposed person (PEP), how the Central Register handles BO data, disclosure thresholds, and the penalties for non-compliance.

Legal Owner vs. Beneficial Owner

A legal owner is the person or entity registered as the holder of shares (for example, a subscriber named on the incorporation documents). In some cases, a legal owner may hold shares on behalf of or in trust for another.

The person who ultimately owns, controls, has an interest in, or exercises influence over the company, or receives substantial benefits from it, is the beneficial owner.

Who Can Be a Beneficial Owner?

In practice, beneficial ownership disclosures cover the following reportable categories, each with a prescribed RGD form to be filed in addition to the BO1 (Beneficial Ownership Declaration Form):

• Natural persons (Ghanaian or foreign) — Form BO2
• Publicly listed companies on a recognised stock exchange — Form BO3
• Government-owned entities — Form BO4

Under the regime, beneficial ownership captures four broad situations:

• An individual who directly or indirectly ultimately owns and exercises substantial control over a person or company;
• An individual who has a substantial economic interest in, or receives substantial economic benefits from, a company (acting alone or with others);
• An individual on whose behalf a transaction is conducted and who exercises significant control or influence (whether through a formal or informal arrangement); and
• An entity with the interests described above (to the extent required to be disclosed via the appropriate BO forms).
  
  

How Is a Beneficial Owner Registered?

Section 13 of Act 992 lists the particulars that must be provided to the Registrar where a company has beneficial owners. The application for incorporation must state, for each BO:

• Full name (including any other or former names);
• Date and place of birth;
• Telephone number;
• Nationality and ID details (Ghana Card number, passport number or other approved identification) with proof of identity;
• Residential, postal and/or email address;
• Place of work and position held;
• Nature of the interest, including details of any legal, financial, security, debenture or informal arrangement giving rise to the BO; and
• Confirmation of whether the BO is a politically exposed person (PEP).

If the persons recorded as shareholders are not the beneficial owners of their shares, they must provide the company with the BO particulars.

The company must enter those particulars in its Register of Members and notify the Registrar within 28 days of the entry being made. Companies must also update BO details annually in their annual returns.

Practice point: At incorporation, disclose any existing BOs and file the requisite BO1–BO4 forms. Any subsequent BO changes must be reflected in annual returns (and companies should also update their internal registers promptly).

Politically Exposed Persons (PEPs)

Under Act 992, a PEP includes:

• A person who is or has been entrusted with a prominent public function in Ghana, a foreign country, or an international organisation (including senior political party officials, and government, judicial, or military officials);
• A person who is or has been an executive of a state-owned company;
• A senior political party official in a foreign country.

An immediate family member of a PEP is also a PEP. “Immediate family” includes a spouse or civil partner, children, parents, siblings, grandparents, and grandchildren.

Close associates of PEPs are likewise treated as PEPs. This generally covers persons known to have joint beneficial ownership of a legal entity or arrangement with a PEP, any other close business relationship with a PEP, or sole beneficial ownership of a legal entity or arrangement set up for the benefit of a PEP.

How the Central Register Handles BO Data

A company may authorise an officer or its legal representative to collect, verify, and submit BO information to the RGD.

Section 373 of Act 992 establishes a Central Register to capture BO data for companies limited by shares, companies limited by guarantee, unlimited companies, and external companies.

• Public access: Limited BO information will be made available to the public to facilitate basic identification of a company’s beneficial owners.
• Competent authority access: Where a competent Government Authority makes a lawful request, all BO particulars named in the request will be disclosed.
  
  

Withholding BO Information for Safety

A beneficial owner may apply to the Registrar to withhold their BO information from the public-facing register if they can evidence an immediate risk of physical harm, attack, kidnap, blackmail, extortion, or substantial financial loss due to criminal activity. Examples of acceptable evidence include:

• Documented actual threats or incidents;
• Police reports or threat assessments;
• Public statements by violent groups naming the person and/or their business;
• Previous attacks on similarly situated individuals;
• A court order.

By contrast, the following are not sufficient on their own: the person’s public position or job title, the extent of their wealth (public or private), or the fact that similar information is already held in another government or corporate register.

Registration Thresholds

To avoid clutter and focus the register on meaningful control, disclosure is required when the following minimum thresholds are met:

• 10% or more direct or indirect interest in any company;
• ≥5% beneficial ownership in companies in the extractive sector, real estate, used car dealerships, financial sector, and gaming industry;
• Foreign PEPs: ≥5% interest in any company, regardless of sector;
• Domestic PEPs: any shares or any form of control in any sector must be disclosed.
  
  

Offences and Penalties

Section 345(1) of Act 992 makes it an offence to wilfully make a false statement in any return, report, certificate, account, or other document required under the Act. A person who commits this offence is liable to a fine not exceeding GHS 6,000 or a term of imprisonment not exceeding two (2) years, or both.

Conclusion

Act 992 provides a clear, mandatory framework for identifying, recording, and reporting beneficial ownership in Ghana.

Proper BO disclosures at incorporation and through ongoing annual returns strengthen transparency, support compliance across regulated sectors, and promote corporate accountability.

For tailored guidance on preparing and filing BO1–BO4 forms, updating your Register of Members, or navigating PEP-related disclosures and confidentiality applications, our Corporate & Regulatory team at Zoe, Akyea & Co. is ready to assist.