Stakeholders deliberate on Companies Act reforms
Gilbert Boyefio
18/07/2008
Stakeholders in the business sector have begun a review of the Ghana Company's code aimed at fine tuning it to meet current challenges of the private sector.
The review of the Companies Act, 1963 (Act 179) which forms part of the Business Law Reforms initiated by the Ministry of Justice and Attorney General, was held in Accra yesterday.
The workshop was aimed at encouraging all stakeholders to contribute their views towards what changes are desirable in the existing companies' legislation. The workshop further provided the platform for stakeholders to communicate to the Business Law Reform Committee of expert any problems that they have encountered while working with the code in real life.
During the working groups and plenary forum, stakeholders discussed issues that are pertinent to the Companies Act reforms such as whether under the suffixes for categories of companies, the present undifferentiated 'Ltd’ for companies limited by shares be retained or should be differentiated by a suffix such as ‘plc’ or should there be suffixes for three categories of limited liability companies: for instance, public listed companies; public companies; and private companies?
It also looked at issues such as whether guarantee companies should have a suffix; should the revised Bill have the short title of Companies Code or Companies Act; should the new legislation retain the current comprehensive treatment of all companies in it or should ‘not-for-profit’ or guarantee companies by hived off into a separate statute; if ‘not-for-profit’ or guarantee companies are retained under the companies legislation, what should be the role of the registrar of companies in regulating them and what co-ordination should be established between the registrar of companies and the substantive regulator of NGOs?
Other issues discussed included amongst other things, whether a minimum qualification should be imposed on Company Secretaries due to their responsibilities under the Code; what modifications to the Code are necessary to respond to changes in technology and business methods since the 1960s; should provision be made for on-line registrations of companies and filing of returns with the companies’ registry; should the provisions in the Central Securities Depository Act 2007 (Act 733) on the dematerialization of securities and the issue of uncertificated securities be integrated into the Companies legislation and generalized?
Addressing participants at the workshop, Justice S K Date-Bah, Chairman of the Committee of Expert and also a Justice of the Supreme Court, pointed out that whilst the committee is not expected to recommend substantial change for change sake, its remit is to evaluate critically the Companies Code in the light o today’s realities to determine whether more than a consolidation is required.
He said it was to determine this that the committee is seeking expert advice, alongside eliciting comments and views from stakeholders in Ghana. He disclosed that "the process of collecting views on what practical problems have been encountered by both the government and the business world in relation to the existing companies’ legislation has begun, and we have had a series of one on one meeting with some of the stakeholders."
He observed that the draft Bill, prepared by the Attorney Generals Department, under the drafting leadership of Justice VCRAC Crabbe, attempts no more than a consolidation, which is one of the purposes of the new committee to determine whether there is the need to be more ambitious than that.
The Business Law Reform Committee of Experts was inaugurated by the Attorney General in April this year. It has a mandate which is broader than the reform of company law, but has, since its inauguration, decided to accord company law reforms a high priority.
That mandate includes considering the draft Companies Bill that has been prepared by the A-G’s Department and soliciting views on it from the business community, the legal community and interested members of the general community in Ghana and from reputable company law experts.
It is also to compare the provisions of the Bill with those of countries such as New Zealand, which meet best practices standards in the Commonwealth. It is then to make recommendations on what modifications need to be made to the draft Companies Bill.
The Business Law Reform Project is a component of the National Medium Term Private Sector Development Strategy whose goal is the achievement of ‘sustainable, equitable and widespread private sector led growth throughout Ghana’.
The committee of expert is an independent one in the sense that its membership is from outside the A-G’s office and from outside the Executive branch of government.
18/07/2008
Stakeholders in the business sector have begun a review of the Ghana Company's code aimed at fine tuning it to meet current challenges of the private sector.
The review of the Companies Act, 1963 (Act 179) which forms part of the Business Law Reforms initiated by the Ministry of Justice and Attorney General, was held in Accra yesterday.
The workshop was aimed at encouraging all stakeholders to contribute their views towards what changes are desirable in the existing companies' legislation. The workshop further provided the platform for stakeholders to communicate to the Business Law Reform Committee of expert any problems that they have encountered while working with the code in real life.
During the working groups and plenary forum, stakeholders discussed issues that are pertinent to the Companies Act reforms such as whether under the suffixes for categories of companies, the present undifferentiated 'Ltd’ for companies limited by shares be retained or should be differentiated by a suffix such as ‘plc’ or should there be suffixes for three categories of limited liability companies: for instance, public listed companies; public companies; and private companies?
It also looked at issues such as whether guarantee companies should have a suffix; should the revised Bill have the short title of Companies Code or Companies Act; should the new legislation retain the current comprehensive treatment of all companies in it or should ‘not-for-profit’ or guarantee companies by hived off into a separate statute; if ‘not-for-profit’ or guarantee companies are retained under the companies legislation, what should be the role of the registrar of companies in regulating them and what co-ordination should be established between the registrar of companies and the substantive regulator of NGOs?
Other issues discussed included amongst other things, whether a minimum qualification should be imposed on Company Secretaries due to their responsibilities under the Code; what modifications to the Code are necessary to respond to changes in technology and business methods since the 1960s; should provision be made for on-line registrations of companies and filing of returns with the companies’ registry; should the provisions in the Central Securities Depository Act 2007 (Act 733) on the dematerialization of securities and the issue of uncertificated securities be integrated into the Companies legislation and generalized?
Addressing participants at the workshop, Justice S K Date-Bah, Chairman of the Committee of Expert and also a Justice of the Supreme Court, pointed out that whilst the committee is not expected to recommend substantial change for change sake, its remit is to evaluate critically the Companies Code in the light o today’s realities to determine whether more than a consolidation is required.
He said it was to determine this that the committee is seeking expert advice, alongside eliciting comments and views from stakeholders in Ghana. He disclosed that "the process of collecting views on what practical problems have been encountered by both the government and the business world in relation to the existing companies’ legislation has begun, and we have had a series of one on one meeting with some of the stakeholders."
He observed that the draft Bill, prepared by the Attorney Generals Department, under the drafting leadership of Justice VCRAC Crabbe, attempts no more than a consolidation, which is one of the purposes of the new committee to determine whether there is the need to be more ambitious than that.
The Business Law Reform Committee of Experts was inaugurated by the Attorney General in April this year. It has a mandate which is broader than the reform of company law, but has, since its inauguration, decided to accord company law reforms a high priority.
That mandate includes considering the draft Companies Bill that has been prepared by the A-G’s Department and soliciting views on it from the business community, the legal community and interested members of the general community in Ghana and from reputable company law experts.
It is also to compare the provisions of the Bill with those of countries such as New Zealand, which meet best practices standards in the Commonwealth. It is then to make recommendations on what modifications need to be made to the draft Companies Bill.
The Business Law Reform Project is a component of the National Medium Term Private Sector Development Strategy whose goal is the achievement of ‘sustainable, equitable and widespread private sector led growth throughout Ghana’.
The committee of expert is an independent one in the sense that its membership is from outside the A-G’s office and from outside the Executive branch of government.
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