Ghana’s Companies Act 2019 (Act 992) has established one of Africa’s most robust beneficial ownership transparency frameworks, effectively eliminating the risk of anonymous shareholding through bearer shares by requiring comprehensive disclosure of ultimate owners of all companies operating in the country.
The legislative framework positions Ghana among a select group of African nations that have addressed the bearer shares problem, placing the country alongside only Botswana, Seychelles, and Tunisia in requiring registration of all beneficial owners of all types of companies with the Registrar of Companies, according to assessments by the Tax Justice Network and international transparency organizations.
Bearer shares are shares that belong to whoever physically holds the share certificate. Ownership passes simply by delivery, without registration in the company’s records and without disclosure to regulators. The company itself may have no way of knowing who ultimately owns or controls the shares. This form of shareholding has been widely criticized globally as facilitating money laundering, tax evasion, and other illicit financial activities.
Under Ghana’s Companies Act 2019, this form of anonymous ownership finds no legal accommodation. The Act assumes that every share must be traceable to a known member and, where applicable, a disclosed beneficial owner, making bearer shares incompatible with the country’s corporate regulatory framework.
At the point of incorporation, Section 13 of Act 992 requires extensive disclosure not only of shareholders but also of beneficial owners. Where a person holds shares on behalf of another, the law insists on disclosure of the ultimate owner’s identity, nationality, contact details, and the nature of their interest. This requirement alone is fundamentally inconsistent with bearer shares, which deliberately avoid identifying ownership.
Beyond incorporation, Section 35 obliges every company to maintain, within Ghana, a register of members and a register of beneficial owners. Where a registered member is not the beneficial owner, that member is under a continuing duty to disclose and update the beneficial owner’s details. Bearer shares, which circulate without registration, cannot comply with this obligation.
The transparency requirement continues throughout the life of the company. Under Section 126, companies must file annual returns containing particulars of all members and beneficial owners. The Act treats this as a recurring obligation, not a one time disclosure. Again, bearer shares undermine this system by making ownership fluid, undocumented, and opaque.
Read together, these provisions reveal a clear legislative pattern. Act 992 is designed to ensure that companies operating in Ghana can always be linked to identifiable natural persons, whether as shareholders or beneficial owners. Bearer shares defeat that objective and are therefore incompatible with the law.
The Office of the Registrar of Companies (ORC) has been actively enforcing beneficial ownership disclosure requirements. In October 2025, the ORC warned companies that had not yet filed their Beneficial Ownership (BO) information to do so by October 30, 2025, or face sanctions effective November 1, 2025.
According to the ORC, the directive aims to enhance transparency, prevent illicit financial flows, and align Ghana’s regulatory environment with international corporate governance standards. The requirement, in accordance with Act 992 and the Companies Regulations, 2023 (L.I. 2473), mandates all registered businesses to disclose the individuals who ultimately own, control, or influence the operations of a company.
Individuals who fail to provide such information, or knowingly provide false or misleading information, are liable on summary conviction to a fine of not less than one hundred and fifty penalty units and not more than two hundred and fifty penalty units, or to a term of imprisonment of not less than one year and not more than two years, or to both, under Sections 35(14) and (15) of Act 992.
The directive applies to private and public companies limited by shares or by guarantee, unlimited liability companies, and external companies operating in Ghana. This comprehensive scope ensures that no category of company can evade beneficial ownership disclosure requirements.
Ghana’s company law also requires disclosure of whether a beneficial owner is a politically exposed person (PEP), reflecting the link between corporate transparency and anti corruption efforts. This requirement aligns with recommendations from the Extractive Industries Transparency Initiative (EITI) Requirement 2.5, demonstrating Ghana’s commitment to international best practices in corporate governance.
The definitions in Act 992 are not limited to ultimate owners who are traceable in an ownership structure of a company, but also include those who have concealed their identities for either legal or illegal reasons. In the Companies Act, all forms of natural persons, including both domestic and foreign natural persons, are categorized as beneficial owners. In effect, the BO regime in Ghana does not exempt the disclosure of any individual based on their citizenship or residency status.
Further, the definitions anticipate and emphasize all forms of ownership and control, including but not limited to shareholding, influence and control over a legal person or arrangements. An individual’s influence or control over a legal person or arrangement can be exercised through voting rights or the right to supervise final decision making, among others.
To ensure beneficial ownership data reflects the true identity of the ownership and control of companies and entities, Ghana has implemented innovative data verification measures at each stage of the data management cycle. At the point of submission, BO information is cross checked with other state registers, including Ghana Revenue Authority data and National Identification Authority data, for first level authentication and verification.
Beneficial ownership information submitted by companies is also cross checked with the Ghana National Card database to confirm that the particulars of a beneficial owner, including name, date of birth, residential address, nationality or nationalities, and national identification details, conform to official records. This multi layered verification approach strengthens the integrity of Ghana’s corporate registry.
Ghana has adopted a risk based approach to beneficial ownership thresholds, reflected in Regulation 54 of the draft Companies Regulations. The country has agreed on thresholds of five percent for high risk sectors and 20 percent for all other sectors. While the threshold selected for high risk sectors aligns with international best practice, some analysts note that the 20 percent threshold for other sectors is relatively high compared to global standards.
International assessments recognize Ghana’s progress in beneficial ownership transparency. According to analysis by the Tax Justice Network Africa and Tax Justice Network, Ghana joins Botswana and Seychelles as one of only three African jurisdictions where beneficial ownership information must be registered with a government authority and regularly updated.
Learning from global best practices, beneficial ownership provisions in Ghana’s Companies Act are inspired by experiences and lessons from other countries, including Mauritius, New Zealand, and the United Kingdom. At the heart of the Companies Act is an enhanced and robust BO disclosure regime which, among others, requires the identification of beneficial owners and members of companies as well as the registration of these relationships in a central register.
The ORC has warned that companies which default will face regulatory and enforcement action, including administrative penalties and other sanctions provided under Act 992. Officers of defaulting companies may also be personally liable where statutory duties are breached. This signals a shift from tolerance to enforcement, reinforcing the position that anonymous or possession based shareholding has no place in Ghana’s corporate system.
The framework positions Ghana favorably in international assessments of financial transparency. The country’s comprehensive approach to beneficial ownership disclosure contributes to its efforts to combat money laundering, terrorist financing, and other financial crimes, while also supporting broader anti corruption initiatives.
By establishing a legal framework fundamentally incompatible with bearer shares and anonymous ownership, Ghana has positioned itself as a regional leader in corporate transparency. The ongoing enforcement efforts by the ORC demonstrate the government’s commitment to ensuring that these legal requirements translate into practical improvements in the transparency and accountability of Ghana’s corporate sector.
